Common use of Taxes and Tax Returns Clause in Contracts

Taxes and Tax Returns. (a) 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 CCT or any Consolidated Subsidiary has been examined by the 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 CCT or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAP. Neither 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 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 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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) CCT 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 CCT or any Consolidated Subsidiary has the Company and its Subsidiaries have been examined by the 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 CCT the Company or any of its Consolidated Subsidiaries for which CCT the Company does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT 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 CCT 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 CCT 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) CCT 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 CCT FSIC or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon CCT FSIC or any of its Consolidated Subsidiaries for which CCT FSIC does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT FSIC or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT or any Consolidated Subsidiary has been examined by the 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 CCT or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulations4.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has been examined by the 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 CCT FCN or any of its Consolidated Subsidiaries for which CCT 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 CCT 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 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 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulationsMaterial Adverse Effect on FCN.

Taxes and Tax Returns. (a) CCT Each of DS Bancor and each of its Consolidated Subsidiaries has duly filed all Federal and timely filed (taking into account all applicable extensions) all material Tax Returns state 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 taxes and other governmental charges which have been incurred or are due or claimed to be due from it by federal, state, foreign or local Federal and state taxing authorities on or prior to the date hereof other than Taxes that taxes or other charges (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 DS Bancor Disclosure Schedule and (b) which have not been finally determined determined. All liability with respect to the income tax returns of DS Bancor and have been adequately reserved against under GAAP. No material Tax Return of CCT or any Consolidated Subsidiary its Subsidiaries has been examined by the satisfied for all years to and including 1995. The Internal Revenue Service ("IRS") has not notified DS Bancor of, or otherwise asserted, that there are any material deficiencies with respect to the “IRS”) or other relevant taxing authorityincome tax returns of DS Bancor subsequent to 1993. There are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon CCT DS Bancor or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAP. Neither CCT 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 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 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 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 CCT DS Bancor or any of its Consolidated SubsidiariesSubsidiaries 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. Neither CCT nor any In addition, Federal and state returns which are accurate and complete in all material respects have been filed by DS Bancor and its Subsidiaries for all periods for which returns were due with respect to income tax withholding, Social Security and unemployment taxes and the amounts shown on such Federal and state returns to be due and payable have been paid in full or adequate provision therefor has been included by DS Bancor in its consolidated financial statements as 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 yearsDecember 31, if 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 regulations1995.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has Company and its Subsidiaries have been examined by the 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 CCT Company or any of its Consolidated Subsidiaries for which CCT Company does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT Company or any of its Consolidated Subsidiaries. Neither CCT 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 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 ) subsequent to such transaction in accordance with the applicable Tax regulationsbecoming listed.

Taxes and Tax Returns. (a) CCT 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 CCT PIF or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon CCT PIF or any of its Consolidated Subsidiaries for which CCT PIF does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 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 CCT 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 CCT PIF or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT Target and its Subsidiaries are not subject to examination or any Consolidated Subsidiary has been examined audit by the 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 CCT Target or any of its Consolidated Subsidiaries for which CCT Target does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT Target or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT 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 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 CCT Raritan or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAP. Neither CCT 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 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 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 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 CCT Raritan or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (IRS through the “IRS”) 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 CCT CCB or any of its Consolidated Subsidiaries for which CCT 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 CCT 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 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 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulationsMaterial Adverse Effect on CCB.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (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 CCT or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAP. Neither 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 CCT 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 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 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 except for permission to change any accounting method has been submitted by CCT or any of its Consolidated Subsidiaries. Neither 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 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 regulationstaxes not yet due.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (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 all such deficiencies were satisfied. To the “IRS”) or other relevant taxing authority. There best of BANC ONE's knowledge, there are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon CCT BANC ONE or any of its Consolidated Subsidiaries for which CCT 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 CCT 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 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 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulationsMaterial Adverse Effect on BANC ONE.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has been examined by the 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 CCT NCBC or any of its Consolidated Subsidiaries for which CCT 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 CCT 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 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 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulationsMaterial Adverse Effect on NCBC.

Taxes and Tax Returns. (a) CCT 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 CCT SLIC or any Consolidated Subsidiary has been examined by the 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 CCT SLIC or any of its Consolidated Subsidiaries for which CCT SLIC does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 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 CCT 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 CCT SLIC or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) 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 CCT Fifth Third or any of its Consolidated Subsidiaries for which CCT Fifth Third does not have adequate reserves that are adequate under maintained in accordance with GAAP. Neither CCT 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 CCT 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 CCT 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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) CCT 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 the Subsidiaries 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 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 and payable, whether or are being contested not disputed or accrued, as applicable. Except as set forth in good faithSeller Disclosure Schedule 3.7(a), (i) the federal income tax returns of Seller and the Subsidiaries have not been finally determined and have been adequately reserved against under GAAP. No material Tax Return of CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) (or other relevant taxing authorityare closed to examination due to the expiration of the applicable statute of limitations), and (ii) the Alabama, Connecticut and Delaware franchise tax returns of Seller and the Subsidiaries, as applicable, respectively, have not been examined by applicable authorities (or are closed to examination due to the 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 will be, as applicable, complete and accurate in all material 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 CCT Seller or the Subsidiaries, and no taxing authority has given written notice of the commencement of any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAPaudit, examination or deficiency action. Neither CCT Seller nor the Subsidiaries has given any of its Consolidated Subsidiaries is a party to currently outstanding waivers or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among CCT and its Consolidated Subsidiaries). Within comparable consents regarding the past five years (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) application of the Code statute of which the Merger is also a part), neither CCT nor limitations with respect to any of its Consolidated Subsidiaries has been a “distributing corporation” Taxes 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 regulationsReturns.

Taxes and Tax Returns. (a) CCT 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 CCT FNB or any Consolidated Subsidiary its Subsidiaries has been examined subjected to audit or examination by the 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 CCT FNB or any of its Consolidated Subsidiaries for which CCT 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 CCT 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 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 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulationsMaterial Adverse Effect on FNB.

Taxes and Tax Returns. (a) CCT 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 CCT the Company or any Consolidated Subsidiary has been examined by the 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 CCT the Company or any of its Consolidated Subsidiaries for which CCT the Company does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT the Company or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (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 CCT any asset of Buyer or any of its Consolidated Subsidiaries other than liens for which CCT does Taxes not have reserves that are adequate under GAAPyet due and payable. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 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) CCT 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 CCT GBDC or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon CCT GBDC or any of its Consolidated Subsidiaries for which CCT GBDC does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT GBDC or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (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 CCT or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulations856.

Taxes and Tax Returns. (ai) CCT 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 CCT withheld in connection with amounts paid or owing to any Consolidated Subsidiary has been examined by the Internal Revenue Service (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 CCT or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAP. Neither 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 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 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 Chapter 61 of the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 similar applicable Tax regulationsstate and local information reporting requirements.

Taxes and Tax Returns. (a) CCT The Company and each of its Consolidated the Company Subsidiaries has have duly filed all federal, state, foreign and timely filed (taking into account all applicable extensions) all material local Tax Returns required to be filed by it them 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 have 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 them by federal, state, foreign or local taxing authorities other than (i) Taxes that are not yet delinquent or that are being contested in good faith, have not been finally determined and have been adequately reserved against under GAAPor (ii) Tax Returns or Taxes as to which the failure to file, pay or make provision for would not, individually or in the aggregate, have a Material Adverse Effect on the Company. No material Section 3.9 of the Company Disclosure Letter lists those Tax Return Returns that are currently the subject of CCT audit by the IRS or any Consolidated Subsidiary for which written notice of intent to audit has been examined received from the IRS. Any liability with respect to deficiencies asserted as a result of any such audit is covered by adequate reserves in accordance with GAAP in the Internal Revenue Service (Company Financial Statements. As of the “IRS”) date of this Agreement, neither the Company nor any of the Company Subsidiaries has waived any statute of limitations with respect to Taxes or other relevant taxing authorityagreed to any extension of time with respect to a federal income Tax assessment or deficiency. There are no material disputes pending, or written claims assertedasserted in writing, for Taxes or assessments upon CCT the Company or any of its Consolidated the Company Subsidiaries for which CCT the Company does not have reserves that are adequate under GAAPreserves. Neither CCT the Company nor any of its Consolidated the Company 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 CCT the Company and its Consolidated the Company Subsidiaries). Neither the Company nor any Company Subsidiary is liable for any Taxes of any other person, whether by operation of law, contract, under Treasury Regulations Section 1.1502-6 (or comparable provision of any state, foreign or local Law), or otherwise, other than Taxes of current members of their consolidated group. 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)two years, neither CCT the Company nor any of its Consolidated the Company 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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) CCT For purposes of this Section 3.9, Edify shall include Edify and each Edify Subsidiary and any other affiliated or related corporation or entity if Edify or any Edify Subsidiary has or could have any material liability for the Taxes of its Consolidated Subsidiaries such corporation or entity. Edify 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 Sections 3.5 and 6.8 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 Edify 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 Sections 3.5 and 6.8 are adequate (determined in accordance with GAAP) and have been adequately reserved are at least equal to its liability for Taxes. There exists no proposed tax assessment against under Edify except as disclosed in the financial statements referred to in Sections 3.5 and 6.8 hereof in accordance with GAAP. No material Tax Return consent to the application of CCT 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 Edify. All Taxes that Edify is or was required to withhold or collect have been duly withheld or collected and, to the Internal Revenue Service (extent required, have been paid to the “IRS”) proper Taxing Authority. All liability with respect to the Tax Returns of Edify has been satisfied for all years to and including 1998. No Taxing Authority has notified Edify of, or other relevant taxing authorityotherwise asserted, that there are any material deficiencies with respect to the Tax Returns of Edify subsequent to 1994. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon CCT of Edify, nor has Edify 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 Edify for all periods for which CCT 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 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 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 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 provision therefor in accordance with GAAP has been included by Edify in the financial statements referred to in Sections 3.5 and 6.8 hereto. All Edify 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 December 31, 1994. Edify 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 Edify.

Taxes and Tax Returns. (a) CCT 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 CCT paid or any Consolidated Subsidiary has been examined by the Internal Revenue Service (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 CCT FCB or any of its Consolidated the FCB Subsidiaries for which CCT 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 CCT 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 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 CCT 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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) CCT 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 CCT Target and its Subsidiaries are not currently subject to examination or any Consolidated Subsidiary has been examined audit by the 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 CCT Target or any of its Consolidated Subsidiaries for which CCT Target does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT Target or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT such Company or any of its Consolidated Subsidiary has been examined by the 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 CCT such Company or any of its Consolidated Subsidiaries for which CCT such Company does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT such Company or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT or any Consolidated Subsidiary has Bank of America and its Subsidiaries have been examined by the Internal Revenue Service (the “IRS”) 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 CCT Bank of America or any of its Consolidated Subsidiaries for which CCT Bank of America does not have reserves that are adequate under GAAPreserves. Neither CCT 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 CCT 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 CCT 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 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 CCT America or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulationsAmerica.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has Unizan and its Subsidiaries have been examined by the 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 CCT Unizan or any of its Consolidated Subsidiaries for which CCT Unizan does not have reserves that are adequate under GAAPreserves. Neither CCT 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 CCT 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 CCT 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 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 payable by the IRS and no pending request for permission to change any accounting method has been submitted by CCT Unizan or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT or any Consolidated Subsidiary has GCBS and its Subsidiaries to the knowledge of GCBS have not been examined by the Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written to the knowledge of GCBS, claims asserted, for Taxes or assessments upon CCT GCBS or any of its Consolidated Subsidiaries for which CCT GCBS does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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) CCT 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 CCT or any Consolidated Subsidiary has been examined by the 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 CCT Pinnacle or any of its Consolidated Subsidiaries for which CCT 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 CCT 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 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 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulationsMaterial Adverse Effect on Pinnacle.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (IRS or the “IRS”) relevant state taxing authorities, as the case may be, through 1994 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 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 CCT Mercantile or any of its Consolidated Subsidiaries for which CCT 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 CCT 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 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 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulationsMaterial Adverse Effect on Mercantile.

Taxes and Tax Returns. (a) CCT 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 CCT the Company or any its Consolidated Subsidiary Subsidiaries has been examined by the Internal Revenue Service (the “IRS”) 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 CCT the Company or any of its Consolidated Subsidiaries for which CCT the Company does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT the Company or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT Each of Yadkin 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 CCT Yadkin and its Subsidiaries are not subject to any ongoing or any Consolidated Subsidiary has been examined unresolved examination or audit by the 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 CCT Yadkin or any of its Consolidated Subsidiaries for which CCT Yadkin does not have reserves that are adequate under GAAP. Neither CCT Yadkin 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 CCT Yadkin 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 CCT Yadkin 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 CCT Yadkin 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 CCT Yadkin or any of its Consolidated Subsidiaries. Neither CCT Yadkin 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 CCT 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 Yadkin 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 regulationsMergers from qualifying as reorganizations under Section 368(a) of the Code.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has been examined by the 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 CCT Bancorp or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulationsMaterial Adverse Effect on Bancorp.

Taxes and Tax Returns. (a) CCT 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 CCT GCIC or any Consolidated Subsidiary has been examined by the 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 CCT GCIC or any of its Consolidated Subsidiaries for which CCT GCIC does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT GCIC or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT GBDC 3 or any Consolidated Subsidiary has been examined by the 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 CCT GBDC 3 or any of its Consolidated Subsidiaries for which CCT GBDC 3 does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT GBDC 3 or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT or any Consolidated Subsidiary has MBNA and its Subsidiaries have been examined by the 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 CCT MBNA or any of its Consolidated Subsidiaries for which CCT MBNA does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT MBNA or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT or any Consolidated Subsidiary has GBC and its Subsidiaries have never been examined by the 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 CCT GBC or any of its Consolidated Subsidiaries for which CCT GBC does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT GBC or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT Seller and its Subsidiaries are not subject to any ongoing or any Consolidated Subsidiary has been examined unresolved examination or audit by the 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 CCT Seller or any of its Consolidated Subsidiaries for which CCT Seller does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT Seller or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT or any Consolidated Subsidiary has been examined by the 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 CCT or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAPcomputed in accordance with generally accepted accounting principles. Neither CCT 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 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 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 regulationstax sharing agreement.

Taxes and Tax Returns. (a) CCT 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 CCT Piedmont is not subject to any ongoing or any Consolidated Subsidiary has been examined unresolved examination or audit by the 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 CCT or any of its Consolidated Subsidiaries Piedmont for which CCT Piedmont does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT or any of its Consolidated SubsidiariesPiedmont. Neither CCT 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 CCT 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) CCT 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 CCT GBDC or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon CCT GBDC or any of its Consolidated Subsidiaries for which CCT GBDC does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT GBDC or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT or any Consolidated Subsidiary has Republic and its Subsidiaries have been examined by the 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 CCT or with respect to Republic or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT Republic or any of its Consolidated Subsidiaries. Neither CCT ; (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 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) CCT 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 CCT or any Consolidated Subsidiary has FleetBoston and its Subsidiaries have been examined by the 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 CCT FleetBoston or any of its Consolidated Subsidiaries for which CCT FleetBoston does not have reserves that are adequate under GAAPreserves. Neither CCT 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 CCT 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 CCT 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 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 payable by the IRS and no pending request for permission to change any accounting method has been submitted by CCT FleetBoston or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulationsMaterial Adverse Effect on FleetBoston.

Taxes and Tax Returns. (a) CCT 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 CCT MMLC LLC, MMLC or any Consolidated Subsidiary has been examined by the 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 CCT MMLC LLC, MMLC or any of its Consolidated Subsidiaries for which CCT MMLC does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT MMLC or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT 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 Internal Revenue Service (the “IRS”appropriate Governmental Entity) or other relevant taxing authorityall 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 CCT the assets of the Company or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 regulationspayable.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (IRS through 1993 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 adequate reserves. To the “IRS”) or other relevant taxing authority. There best of Xxxxx Fargo's knowledge, there are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon CCT Xxxxx Fargo or any of its Consolidated Subsidiaries for which CCT 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 CCT 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 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 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulationsMaterial Adverse Effect on Xxxxx Fargo.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (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 CCT pending against Miramar or any Miramar Subsidiary which could result in a material liability in respect of its Consolidated Subsidiaries for which CCT 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 CCT 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 CCT 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 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 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 regulationslegislation.

Taxes and Tax Returns. (a) CCT Each of OSB and each of its Consolidated the OSB Subsidiaries has duly filed all federal, state, county, foreign and, to the best of OSB'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 (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 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 OSB and the OSB 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 CCT paid or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) or other relevant taxing authorityprovided for in OSB's consolidated financial statements. There are no material disputes pendingpending with respect to, or written claims assertedasserted for, for Taxes or assessments upon CCT OSB or any of its Consolidated the OSB Subsidiaries for which CCT OSB does not have reserves that adequate reserves, nor has OSB or any of the OSB 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 OSB and each of the OSB 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 OSB, (ii) federal, state, foreign, county and local returns which are accurate and complete in all material respects have been filed by OSB and each of the OSB 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 OSB in its consolidated financial statements as of December 31, 1995, and (iv) there are no Tax liens upon any property or assets of OSB or any of the OSB Subsidiaries except liens for current taxes not yet due. Neither CCT Except as set forth in Schedule 3.10(a), neither OSB 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 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 CCT nor any of its Consolidated OSB 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 CCT 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 OSB or any of the OSB Subsidiaries, and the Internal Revenue Service (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 3.6, neither OSB nor any of the OSB 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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) CCT 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 CCT Parent or any its Consolidated Subsidiary Subsidiaries has been examined by the Internal Revenue Service (the “IRS”) 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 CCT Parent or any of its Consolidated Subsidiaries for which CCT Parent does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT Parent or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT GSBD or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon CCT GSBD or any of its Consolidated Subsidiaries for which CCT GSBD does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT GSBD or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT Vantage and its Subsidiaries are not subject to any ongoing or any Consolidated Subsidiary has been examined unresolved examination or audit by the 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 CCT Vantage or any of its Consolidated Subsidiaries for which CCT Vantage does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT Vantage or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT FSIC II or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon CCT FSIC II or any of its Consolidated Subsidiaries for which CCT FSIC II does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT FSIC II or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT the Acquiror or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon CCT the Acquiror or any of its Consolidated Subsidiaries for which CCT the Acquiror does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT the Acquiror or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT TCPC or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) 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 CCT TCPC or any of its Consolidated Subsidiaries for which CCT TCPC does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT TCPC or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT 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 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 CCT First Charter or any of its Consolidated Subsidiaries for which CCT First Charter does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT First Charter or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT or any Consolidated Subsidiary has PNFP and its Subsidiaries to the knowledge of PNFP have not been examined by the Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written to the knowledge of PNFP, claims asserted, for Taxes or assessments upon CCT PNFP or any of its Consolidated Subsidiaries for which CCT PNFP does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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) CCT 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 CCT or any Consolidated Subsidiary has been examined by the 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 CCT the Company or any of its Consolidated Subsidiaries Subsidiary for which CCT the Company does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT the Company or any of its Consolidated Subsidiaries. Neither 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 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) CCT 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 CCT Buyer and its Subsidiaries are not subject to any ongoing or any Consolidated Subsidiary has been examined unresolved examination or audit by the 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 CCT Buyer or any of its Consolidated Subsidiaries for which CCT Buyer does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT Buyer or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT BCIC or any Consolidated Subsidiary has been examined by the 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 CCT BCIC or any of its Consolidated Subsidiaries for which CCT BCIC does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT BCIC or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT or any Consolidated Subsidiary has been examined by the 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 CCT 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 CCT 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 CCT 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 CCT 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 CCT 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 CCT ) 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) CCT 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 CCT or any Consolidated Subsidiary has CAVB and its Subsidiaries, to the knowledge of CAVB, have not been examined by the Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written to the knowledge of CAVB, claims asserted, for Taxes or assessments upon CCT CAVB or any of its Consolidated Subsidiaries for which CCT CAVB does not have reserves that are adequate under GAAPreserves. Neither CCT 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 CCT 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 CCT 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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) CCT Each of CBI 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 CBI's knowledge, material local information returns and 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 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 authori- ties (including, without limitation, if and to the extent ap- plicable, those due in respect of its properties, income, busi- ness, capital stock, deposits, franchises, licenses, sales and payrolls) other than Taxes or other charges that (1) 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 CBI and its Subsidiaries have been adequately reserved against under GAAP. No material Tax Return of CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “"IRS”) "), and any liability with respect thereto has been satisfied for all years to and including 1981, 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 CBI's knowledge, there are no material disputes pendingpend- ing, or written claims assertedasserted for, for Taxes or assessments upon CCT CBI or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAP. Neither CCT Subsidiaries, nor has CBI or any of its Consolidated Subsidiaries been requested to give any currently effective waivers extend- ing the statutory period of limitation applicable to any fed- eral, state, county or local income tax return for any period. In addition, (i) proper and accurate amounts have been withheld by CBI 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 CBI, (ii) federal, state, county and local returns that are accurate and complete in all material respects have been filed by CBI 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 CBI, (iii) the amounts shown on such federal, state, local or county re- turns to be due and payable have been paid in full or adequate provision therefor has been included by CBI in its consolidated financial statements as of December 31, 1995, except where failure to do so would not have a Material Adverse Effect on CBI and (iv) there are no tax liens upon any property or assets of CBI or its Subsidiaries except liens for current taxes not yet due. To the knowledge of CBI, no property of CBI or any of its Subsidiaries is a party property that CBI or any of its Subsidiar- ies 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 CCT 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 CCT Code. Neither CBI nor any of its Consolidated Subsidiaries Subsid- iaries 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 CCT 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 CBI or any of its Sub- sidiaries, 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 3.6 hereof, neither CBI 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulationsMaterial Adverse Effect on CBI.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has North Fork and its Subsidiaries have been examined by the 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 CCT North Fork or any of its Consolidated Subsidiaries for which CCT North Fork does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT 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 CCT 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 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) CCT 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 CCT BCIC or any Consolidated Subsidiary has been examined by the 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 CCT BCIC or any of its Consolidated Subsidiaries for which CCT BCIC does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT BCIC or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 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, correct, and complete in all material respects), . All material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company 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 owing to any employee, creditor, stockholder, independent contractor or other third party. The federal income Tax Returns of the Company and its Subsidiaries for the payment of all material Taxes that years to and including December 31, 2013 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 CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither the Company 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 relevant taxing authorityproceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries. There are no Liens for material disputes pending, or written claims asserted, for Taxes or assessments upon CCT (except Taxes not yet due and payable) on any of the assets of the Company or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAPSubsidiaries. The Company has made available to Purchaser true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither CCT 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 CCT the Company and its Consolidated Subsidiaries). Within Neither the Company 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 Company) or (B) has any liability for the Taxes of any person (other than the Company 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 the Company 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 CCT 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 At no time during the past seven years, if CCT or any of its Consolidated Subsidiaries five (5) years has participated in the Company been a “reportable transaction” United States real property holding corporation within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with 897(c)(2) of the applicable Tax regulationsCode.

Taxes and Tax Returns. Except as provided in Section 3.10 of the FUSA Disclosure Schedule, (a) CCT and each of FUSA and 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 FUSA'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 (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 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 FUSA and its Subsidiaries have been adequately reserved against under GAAP. No material Tax Return of CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “"IRS”") through June 30, 1994, and either no material deficiencies were asserted as a result of such examination for which FUSA does not have adequate reserves (in accordance with GAAP) or other relevant taxing authorityall such deficiencies were satisfied. There To the best of FUSA's knowledge, there are no material disputes pending, or written claims assertedasserted in writing for, for Taxes or assessments upon CCT FUSA or any of its Consolidated Subsidiaries, nor has FUSA or any of its Subsidiaries been requested in writing 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 FUSA 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 FUSA, (ii) federal, state, county and local returns which are accurate and complete in all material respects have been filed by FUSA and its Subsidiaries for all periods for which CCT 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 FUSA, (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 FUSA in its consolidated financial statements as of June 30, 1996, except where failure to do so would not have a Material Adverse Effect on FUSA and (iv) there are adequate under GAAPno Tax liens upon any property or assets of FUSA or its Subsidiaries except liens for current taxes not yet due. Neither CCT FUSA 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 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 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 CCT 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 FUSA 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 FUSA. Except as set forth in the financial statements described in Section 3.6, neither FUSA 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulationsMaterial Adverse Effect on FUSA.

Taxes and Tax Returns. (a) CCT and each of its Consolidated Subsidiaries IST has duly and timely filed (taking into account all applicable extensions) filed, or caused to be timely filed, all material Tax Returns 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, complete and complete correct in all material respects), and has paid timely paid, collected or withheld, or caused to be paid, collected or withheld, all material amounts of Taxes shown thereon as arising and has duly paid required to be paid, collected or made provision withheld, other than such Taxes for the payment of all material Taxes that which adequate reserves in IST Financial Statements 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 established and which are being contested in good faithfaith and as identified in Section 3.15 of the Disclosure Schedules. Except as set forth in Section 3.15 of the Disclosure Schedules, have there are no material claims or assessments pending against IST (or its Members with respect to IST) for any alleged deficiency in any Tax, and IST has not been finally determined and notified in writing of any proposed Tax claims or assessments against IST (or its Members with respect to IST) (other than in each case, claims or assessments for which adequate reserves in the Financial Statements have been adequately reserved against under GAAPestablished and which are being contested in good faith and as identified in Section 3.15 of the Disclosure Schedules or claims or assessments which are immaterial in amount). No Neither IST nor its Members with respect to IST has executed any waivers or extensions of any applicable statute of limitations to assess any material Tax Return amount of CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) or other relevant taxing authorityTaxes. There are no outstanding requests by IST (or its Members with respect to IST) for any extension of time within which to file any material disputes pending, Tax Return or written claims asserted, within which to pay any material amounts of Taxes shown to be due on any Tax Return. There are no Liens for material amounts of Taxes on the assets of IST (or assessments upon CCT its Members with respect to IST) except for statutory liens for current Taxes not yet due and payable. There are no outstanding powers of attorney enabling any party to represent IST (or its Members with respect to IST) or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAP. Neither CCT nor any of its Consolidated Subsidiaries is a party with respect 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 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 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 regulationsmatters.

Taxes and Tax Returns. (a) CCT Parent and each of its Consolidated Subsidiaries has have 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 except that all material Taxes shown thereon such failures to file, taken together, as arising would not likely have a Material Adverse Effect on Parent, and has duly paid or made provision on the financial statements for the periods ended December 31, 2004, March 31, 2005, June 30, 2005 and September 30, 2005, and as referred to in Section 4.8 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 (a) that (x) are not yet delinquent or (y) are being contested in good faith, faith and set forth in Section 4.11 of the Parent and Merger Sub Disclosure Schedule (b) that have not been finally determined determined, and (c) the failure to pay, taken together, would not likely have been adequately reserved against under GAAPa Material Adverse Effect on Parent. No material All liability with respect to the Tax Return Returns of CCT or any Consolidated Subsidiary Parent and its Subsidiaries has been examined by satisfied for all years prior to and including 2004. The IRS has not notified Parent of, or to the Internal Revenue Service (Knowledge of Parent otherwise asserted, that there are any material deficiencies with respect to the “IRS”) or other relevant taxing authorityfederal income Tax Returns of Parent. There are no material disputes pending, or written to the Knowledge of Parent claims assertedasserted for, for Taxes or assessments upon CCT Parent or any of its Consolidated Subsidiaries. In addition, Tax Returns which are accurate and complete in all material respects have been filed by Parent and its Subsidiaries for all periods for which CCT 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 Parent in the financial statements for the periods ended December 31, 2004, March 31, 2005, June 30, 2005 and September 30, 2005, and as referred to in Section 4.8 hereof. The unpaid Taxes of Parent (i) did not, as of the date of any financial statement referred to in Parent's Annual Reports on Form 10-KSB 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 have reserves that are adequate under GAAPexceed such reserve as adjusted for the passage of time though the Closing Date in accordance with past custom and practice of Parent in filing its Tax Returns. Neither CCT 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 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 CCT nor any of its Consolidated Subsidiaries has been a “distributing corporation” asked to consent to, and has not consented to, any currently effective waiver or a “controlled corporation” in a distribution extension of stock which qualified or was intended any statute of limitations with respect to qualify any Tax. Neither Parent nor any Subsidiary has made an election 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 CCT nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a341(f) of the Code. Parent has provided or made available to Company complete and correct copies of its Tax Returns and all material correspondence and documents, no such adjustment has been if any, relating directly or indirectly to taxes for Parent's fiscal years 2000, 2001, 2002, 2003 and 2004. For this purpose, "correspondence and documents" include, without limitation, amended Tax Returns, claims for refunds, notices from Taxing Authorities of proposed by the IRS changes or adjustments to Taxes or Tax Returns, consents to assessment or collection of Taxes, acceptances of proposed adjustments, closing agreements, rulings and no pending request for permission determination letters and requests therefor, and all other written communications to change or from Taxing Authorities relating to any accounting method has been submitted by CCT material Tax liability of Parent or any of its Consolidated Subsidiaries. Neither 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 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 regulationsSubsidiary.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary its Subsidiaries has been examined by the 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 CCT 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 CCT 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 CCT 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 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 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 CCT 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 regulationsrelevant period.

Taxes and Tax Returns. (a) CCT Each of Omega and each of its Consolidated Subsidiaries has duly and timely filed (taking into account 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 (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 (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 Omega’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 CCT each of Omega and its Subsidiaries. Neither Omega nor any of its Subsidiaries has granted any extension or any Consolidated Subsidiary has been examined by waiver of the Internal Revenue Service (limitation period for the “IRS”) assessment or other relevant taxing authoritycollection of Tax that remains in effect. There are no material disputes pendingdisputes, audits, examinations or proceedings in progress or pending (including any notice received of an intent to conduct an audit or examination), or written claims asserted, for Taxes or assessments upon CCT Omega or any of its Consolidated Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where Omega or any of its Subsidiaries has not filed Tax Returns such that Omega 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, Omega 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 Omega 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 CCT 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 Omega or any of its Subsidiaries. Neither CCT Omega 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 CCT Omega and its Consolidated Subsidiaries). Within Neither Omega 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 Omega) or (B) has any liability for the Taxes of any Person (other than Omega 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 Omega 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 CCT 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(a355 of the Code. No share of Omega Common Stock is owned by a Subsidiary of Omega. Omega is not and has not been a “United States real property holding company” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither Omega, 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 Omega 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). FNB has received complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of Omega and its Subsidiaries relating to the taxable periods beginning January 1, 2004 or later and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to Omega or its Subsidiaries. Neither Omega, any of its Subsidiaries nor FNB (as a successor to Omega) 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 Omega or any of its Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 355 1502 of the Code (or so much any corresponding or similar provision of Section 356 of state, local or foreign law) for periods (or portions thereof) ending on or before the Code, as it relates to Section 355 of the Code) applied or was intended to apply. Neither 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 regulationsClosing Date.

Taxes and Tax Returns. (a) CCT 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 CCT OCSI or any Consolidated Subsidiary has been examined by the 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 CCT OCSI or any of its Consolidated Subsidiaries for which CCT OCSI does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT OCSI or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT 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 CCT or any Consolidated Subsidiary has Company and its Subsidiaries have been examined by the 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 CCT Company or any of its Consolidated Subsidiaries for which CCT Company does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 ) subsequent to such transaction in accordance with the applicable Tax regulationsbecoming listed.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has Investors Financial and its Subsidiaries have been examined by the Internal Revenue Service (the “IRS”) or other relevant taxing authorityfor 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 CCT Investors Financial or any of its Consolidated Subsidiaries for which CCT Investors Financial does not have reserves that are adequate under GAAPGAAP on Investors Financial’s most recent consolidated financial statements. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither 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 CCT 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) CCT 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 CCT CB, neither CB nor Cornerstone Bank is subject to any ongoing or any Consolidated Subsidiary has been examined unresolved examination or audit by the United States Internal Revenue Service (the “IRS”) or any 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 CCT CB or any of its Consolidated Subsidiaries Cornerstone Bank, as applicable, for which CCT it does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT CB or any of its Consolidated Subsidiaries. Neither 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 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 regulationsCornerstone Bank.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has been examined by the 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 CCT or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAP. Neither 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 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 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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.at

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has been examined by the 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 CCT Pinnacle or any of its Consolidated Subsidiaries for which CCT 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 CCT 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 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 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 CCT nor any of its Consolidated Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) 481 of the Code, no such adjustment has been proposed Code by the IRS and no pending request for permission to reason of a voluntary change any in accounting method has been submitted initiated by CCT Pinnacle or any of its Consolidated 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. Neither CCT nor any of its Consolidated Subsidiaries has participated Except as set forth in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Within the past seven years, if 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.financial 10

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (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 CCT 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 CCT 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 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 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 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 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) CCT FSK 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 CCT FSK or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon CCT FSK or any of its Consolidated Subsidiaries for which CCT FSK does not have reserves that are adequate under GAAP. Neither CCT FSK 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 CCT FSK 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 CCT FSK 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 CCT FSK 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 CCT FSK or any of its Consolidated Subsidiaries. Neither CCT FSK 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 CCT FSK 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) CCT 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 (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 CCT TCPC or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) 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 CCT TCPC or any of its Consolidated Subsidiaries for which CCT TCPC does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is would also be a part), neither CCT 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 CCT 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 CCT TCPC or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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) CCT UpState has previously delivered or made available to Xxxxxxx copies of the federal, state and each local income tax returns of its Consolidated UpState and the UpState Subsidiaries for the years 2018, 2017 and 2016 and all schedules and exhibits thereto, and, except as set forth on Schedule 3.11(a), UpState has not received any notice that any such returns have been examined by the Internal Revenue Service or any other taxing authority. UpState and the UpState Subsidiaries have duly filed in correct form all federal, state 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 UpState or any of the UpState Subsidiaries on or prior to the date hereof, unless subject to a validly filed extension of this Agreement (time for filing that has not yet expired and is disclosed on Schedule 3.11(a) hereto and all such Tax Returns being accurate tax returns are true and complete in all material respects), has paid all material Taxes shown thereon as arising and UpState has duly paid or made provision adequate provisions for the payment of all material Taxes that have been incurred taxes and other governmental charges relating to taxes which are owed by UpState or are due or claimed any of the UpState Subsidiaries 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 UpState or any of the UpState 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 UpState and the Financial Regulatory Reports of USNY Bank 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 CCT or any Consolidated Subsidiary has been examined by the 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 CCT or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAP. Neither 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 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 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 computed in accordance with GAAP as consistently applied by UpState during the applicable Tax regulationsperiods involved. UpState is not responsible for the taxes of any other person under Treasury Regulation 1.1502-6 or any similar provision of federal, state or foreign law.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service 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 (the “IRS”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 CCT 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 CCT 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 CCT 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 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 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulationsMaterial Adverse Effect on Banc One.

Taxes and Tax Returns. (a) CCT Each of Acquiror 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 Acquiror. No material The federal income Tax Return returns of CCT or any Consolidated Subsidiary has Acquiror and its Subsidiaries to the knowledge of Acquiror have not been examined by the Internal Revenue Service (the “IRS”) or other relevant taxing authority. There are no material disputes pending, or written to the knowledge of Acquiror, claims asserted, for Taxes or assessments upon CCT Acquiror or any of its Consolidated Subsidiaries for which CCT Acquiror does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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)years, neither CCT 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 Code. Acquiror 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 applyAcquiror. Neither CCT nor any of its Consolidated Subsidiaries is All Taxes required to include be withheld, collected or deposited by or with respect to Acquiror 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. Acquiror 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 CCT 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 CCT nor any of its Consolidated Subsidiaries Acquiror 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 CCT 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 the Code. Acquiror is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Except as set forth on Section 3.10(a) of the Acquiror Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will cause the imposition on Acquiror of any excise tax or penalty under Section 4999 of the Code or result in a payment of any non-deductible “reportable transactionparachute payment” within the meaning of Treasury Regulation Section 1.6011-4(b), such entity has properly disclosed such transaction in accordance with 280G of the applicable Tax regulationsCode.

Taxes and Tax Returns. (a) CCT Farnsworth has previously xxxxxxxxd or made available to Sterling copies of the federal, state and local income tax returns of Farnsworth and, if consolixxxxx xxxurns do not exist for all periods, of each of its Consolidated Subsidiaries has subsidiaries, for the years 2004 and 2005 and all schedules and exhibits thereto, and such returns have not been examined by the Internal Revenue Service (the "IRS") or any other taxing authority. Farnsworth and its subsidixxxxx xxxx duly filed in correct form all federal, state 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 (all such Tax Returns being accurate hereof, and complete in all material respects), has paid all material Taxes shown thereon as arising Farnsworth and has its subsidxxxxxx xxve duly paid or made provision adequate provisions for the payment of all material Taxes that have been incurred taxes and other governmental charges which are owed by Farnsworth or are due or claimed any of its sxxxxxxxxxxs 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 Farnsworth and any of its xxxxxxxxxxes), other than Taxes that taxes and other charges which (i) are not yet delinquent or are being contested in good faith, (ii) have not been finally determined determined, or (iii) would not, individually or in the aggregate, result in a Material Adverse Effect on Farnsworth and its subsixxxxxxx xaken as a whole. The amounts set forth as liabilities for taxes on the Financial Statements of Farnsworth are sufficient, xx xxx xxgregate, 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 CCT or any Consolidated Subsidiary has been examined by the 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 CCT or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAPcomputed in accordance with generally accepted accounting principles. Neither CCT Farnsworth nor any of its Consolidated Subsidiaries xxxxxxxxxxes is a party to or is bound by responsible for the taxes of any Tax sharing, allocation or indemnification agreement or arrangement (other person other than such an agreement or arrangement exclusively between or among CCT Farnsworth 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 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 xxxxxxxxxe subsidiaries 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 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 CCT Treasury Regulation 1.1502-6 or any similar provision of its Consolidated Subsidiaries. Neither 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 yearsfederal, if CCT state 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 regulationsforeign law.

Taxes and Tax Returns. (a) CCT Each of Company and each of its Consolidated Subsidiaries has duly and timely filed (taking into account all applicable extensionsextensions validly obtained) 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 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 the Company’s most recent consolidated financial statements. No The Company and each of its Subsidiaries have withheld and paid all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Neither the Company 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. All assessments for Taxes of CCT the Company or any Consolidated Subsidiary has of its Subsidiaries due with respect to completed and settled examinations, if any, or any concluded litigation, if any, have been examined by the Internal Revenue Service (the “IRS”) or other relevant taxing authorityfully paid. There are no material disputes disputes, audits, examinations or proceedings pending, or written claims asserted, for material Taxes or assessments upon CCT the Company or any of its Consolidated Subsidiaries Subsidiaries. There are no liens for which CCT 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 the Company or any of its Subsidiaries. Neither CCT the Company nor any of its Consolidated Subsidiaries is a party to or is bound by any Tax sharinghas been, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among CCT and its Consolidated Subsidiaries). Within 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 CCT 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 CCT the Company nor any of its Consolidated Subsidiaries has requested or is required the subject of or bound by any private letter ruling, technical advice memorandum, or similar ruling or memorandum with any Taxing Authority with respect to include any material Taxes, nor is any such request outstanding. Neither the Company nor any of its Subsidiaries has been a party to any “listed transaction” or a “prohibited reportable transaction” (each as defined in income any adjustment pursuant to Section 481(a4965(e) 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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) CCT 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 CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (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 CCT Parent or any of its Consolidated Subsidiaries for which CCT 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 CCT 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 CCT 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 CCT 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 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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) CCT 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, California and New York state income Tax Return returns of CCT or any Consolidated Subsidiary has Company and its Subsidiaries have been examined by the Internal Revenue Service (the “IRS”) or other relevant taxing authorityauthority for all years to and including the years ending December 2004, December 2001 and February 2001, respectively, 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 CCT Company or any of its Consolidated Subsidiaries for which CCT Company does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT 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 Company and its Subsidiaries is not greater than $1,000,000. Neither CCT 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 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) CCT 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 CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (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 CCT any asset of AMNB or any of its Consolidated Subsidiaries other than liens for which CCT does Taxes not have reserves that are adequate under GAAPyet due and payable. Neither CCT 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 CCT 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 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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.a

Taxes and Tax Returns. (a) CCT 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 CCT 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 Internal Revenue Service (extent required, have been paid to the “IRS”) 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 CCT 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 CCT 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 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 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 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 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) CCT 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 CCT Seller or any Consolidated Subsidiary of the Purchased Assets. Seller has been examined by not extended, or waived the Internal Revenue Service (application of, any statute of limitations of any jurisdiction regarding the “IRS”) assessment or other relevant taxing authoritycollection of any Taxes. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon CCT or any of its Consolidated Subsidiaries for which CCT does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 regulationsTaxes imposed upon Seller.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary its Subsidiaries has been examined by the 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 CCT 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 CCT 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 CCT 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 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 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 CCT 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 regulationsrelevant period.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary its Subsidiaries has been examined by the 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 CCT 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 CCT 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 CCT 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 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 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 Troy complete and correct copies of its Tax Returns and all material xxxrespondence 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 CCT 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 regulationsrelevant period.

Taxes and Tax Returns. (a) CCT Each of CB and each of its Consolidated Subsidiaries has duly filed all federal, state, county, foreign and, to the best of CB'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 CB, to have a Material Adverse Effect on CB. The income tax returns of CB and its Subsidiaries have been adequately reserved against under GAAP. No material Tax Return of CCT or any Consolidated Subsidiary has not been examined by the Internal Revenue Service (IRS. No material deficiencies were asserted as a result of such examination for which CB does not have adequate reserves or all such deficiencies were satisfied. To the “IRS”) or other relevant taxing authority. There best of CB's knowledge, there are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon CCT CB or any of its Consolidated Subsidiaries for which CCT CB does not have reserves adequate reserves, nor has CB 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 CB 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 CB, (B) federal, state, county and local returns which are accurate and complete in all material respects have been filed by CB 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 CB, (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 CB in its consolidated financial statements as of March 31, 1996, except where failure to do so would not have a Material Adverse Effect on CB and (D) there are no Tax liens upon any property or assets of CB 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 CB. Neither CCT CB 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 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 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 CCT 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 CB 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 CB. Except as set forth in the financial statements described in Section 4.6, neither CB 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulationsMaterial Adverse Effect on CB.

Taxes and Tax Returns. (a) CCT For purposes of this Section 3.9, S1 shall include S1, each S1 Subsidiary and each other affiliated or related corporation or entity if S1 or any S1 Subsidiary has or could have any material liability for the taxes of its Consolidated Subsidiaries such corporation or entity. S1 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 Section 3.5 hereof in accordance with United States generally accepted accounting principles ("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 S1 Disclosure Schedule and (b) which have not been finally determined. The charges, accruals, and reserves with respect to Taxes on the books of S1 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 S1 except as disclosed in the S1 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 S1. All Taxes that S1 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 Body. All liability with respect to the Tax Returns of S1 has been satisfied for all years to and including 1998. No Taxing Authority has notified S1 of, or otherwise asserted, that there are any material deficiencies with respect to the Tax Return Returns of CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) or other relevant taxing authorityS1 subsequent to 1994. There are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon CCT or S1, nor has S1 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 S1 for all periods for which CCT 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 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 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 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 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 CCT or any of its Consolidated Subsidiaries. Neither 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 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 provision therefor in accordance with U.S. GAAP has been included by S1 in the financial statements referred to in Section 3.5. All S1 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 December 31, 1994. S1 has not consented to any waiver or extension of any statute of limitations with respect to any Tax. S1 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 S1.

Taxes and Tax Returns. (a) CCT 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 CCT or any Consolidated Subsidiary has been examined by the Internal Revenue Service (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 all such deficiencies were satisfied. To the “IRS”) or other relevant taxing authority. There best of IFC's knowledge, there are no material disputes pending, or written claims assertedasserted for, for Taxes or assessments upon CCT IFC or any of its Consolidated Subsidiaries for which CCT 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 CCT 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 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 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 CCT 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 CCT or any of its Consolidated Subsidiaries. Neither CCT 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 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 regulationsMaterial Adverse Effect on IFC.

Taxes and Tax Returns. (a) CCT Each of Atlantic Capital 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 CCT Atlantic Capital and its Subsidiaries are not subject to any ongoing or any Consolidated Subsidiary has been examined unresolved examination or audit by the 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 CCT Atlantic Capital or any of its Consolidated Subsidiaries for which CCT Atlantic Capital does not have reserves that are adequate under GAAP. Neither CCT Atlantic Capital 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 CCT Atlantic Capital 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 CCT Atlantic Capital 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 CCT Atlantic Capital 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 CCT Atlantic Capital or any of its Consolidated Subsidiaries. Neither CCT Atlantic Capital 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 CCT 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 Atlantic Capital 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 reorganizations under Section 368(a) of the Code.

Taxes and Tax Returns. (a) CCT 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 CCT Seller is not subject to examination or any Consolidated Subsidiary has been examined audit by the 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 CCT or any of its Consolidated Subsidiaries Seller for which CCT Seller does not have reserves that are adequate under GAAP. Neither CCT nor any of its Consolidated Subsidiaries Seller is not a party to or nor is it 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 CCT 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 CCT 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 CCT 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 and no pending request for permission to change any accounting method has been submitted by CCT or any of its Consolidated SubsidiariesSeller. Neither CCT 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 CCT 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). Seller 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 regulationsMerger from qualifying as a reorganization under Section 368(a) of the Code.

Taxes and Tax Returns. (a) CCT 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 CCT OCSL or any Consolidated Subsidiary has been examined by the Internal Revenue Service (the “IRS”) IRS or other relevant taxing authority. There are no material disputes pending, or written claims asserted, for Taxes or assessments upon CCT OCSL or any of its Consolidated Subsidiaries for which CCT OCSL does not have reserves that are adequate under GAAP. Neither CCT 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 CCT 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 CCT 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 CCT 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 CCT OCSL or any of its Consolidated Subsidiaries. Neither CCT 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 CCT 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.