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Tax Matters. The Company, the Bank and each Subsidiary of the Company have # filed all material foreign, U.S. federal, state and local tax returns, information returns and similar reports that are required to be filed by them prior to the date hereof, or requests for extensions to file such returns have been timely filed, and all such tax returns were true, correct and complete in all material respects, and # paid all material taxes required to be paid by it and any other material assessment, fine or penalty levied against it other than taxes # currently payable without penalty or interest, or # being contested in good faith by appropriate proceedings.

Section # Tax Matters.Status. The Company, the BankCompany and each Subsidiary of the Companyits Subsidiaries # have #made or filed all material foreign, U.S. federal, state and localforeign income and all other tax returns, information returnsreports and similar reports that aredeclarations required by any jurisdiction to which any of them is subject, except those which the failure to file would not have a Material Adverse Effect, # have paid all taxes and other governmental assessments and charges shown or determined to be filed by them prior to the date hereof, or requests for extensions to filedue on such returns have been timely filed,returns, reports and all such tax returns were true, correct and complete in all material respects, and # paid all material taxes required to be paid by it and any other material assessment, fine or penalty levied against it other than taxes # currently payable without penalty or interest, or #declarations, except those being contested in good faith and by appropriate proceedings.proceedings or those which the failure to pay would not have a Material Adverse Effect and # have set aside on their books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and none of the Responsible Officers of the Company know of any basis for any such claim.

Tax Matters.Law Compliance. The Company, the BankCompany and each Subsidiary of the Company have #its subsidiaries has filed all material foreign, U.S. federal, state and local tax returns, information returns and similar reports that are required to be filed by them prior to the date hereof, or requests for extensions to file such returns have been(taking into account valid timely filed,extensions) and all such tax returns were true, correct and complete in all material respects, and #has paid all material taxes required to be paid by it and any other material assessment, fine or penalty levied against itit, to the extent that any of the foregoing is due and payable, except for # any failure to pay any such tax, other than taxes #assessment, fine or penalty that is currently payable without penalty or interest, or # being contested in good faith by appropriate proceedings.proceedings and for which the Company and its subsidiaries retain adequate reserves in accordance with GAAP, and # any failure to file or pay that would not, individually or in the aggregate, have a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in [Section 2(a)(xii)] above in respect of all federal, state, local and foreign taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Tax Matters. The Company,Status. Except for matters that would not, individually or in the Bank and each Subsidiary ofaggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company haveand its Subsidiaries each # has made or filed all material foreign, U.S.United States federal, state and local income and all foreign income and franchise tax returns, information returnsreports and similar reportsdeclarations required by any jurisdiction to which it is subject, or has properly filed extensions with respect thereto, # has paid all taxes and other governmental assessments and charges that are requiredmaterial in amount, shown or determined to be filed by them prior to the date hereof, or requestsdue on such returns, reports and declarations except for taxes due for which appropriate extensions to file such returns have been timely filed, and all such tax returns were true, correct and complete in all material respects, and # paidhas set aside on its books provision reasonably adequate for the payment of all material taxes requiredfor periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be paiddue by itthe taxing authority of any jurisdiction, and the officers of the Company or of any other material assessment, fine or penalty levied against it other than taxes # currently payable without penalty or interest, or # being contested in good faith by appropriate proceedings.Subsidiary know of no basis for any such claim.

Tax Matters. The Company,Status. Except for matters that would not, individually or in the Bank and each Subsidiary ofaggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company haveand its Subsidiaries each # has made or filed all material foreign, U.S.United States federal, state and local income and all foreign income and franchise tax returns, information returnsreports and similar reportsdeclarations required by any jurisdiction to which it is subject, # has paid all taxes and other governmental assessments and charges that are requiredmaterial in amount, shown or determined to be filed by them prior to the date hereof, or requests for extensions to filedue on such returns have been timely filed,returns, reports and all such tax returns were true, correct and complete in all material respects,declarations and # paidhas set aside on its books provision reasonably adequate for the payment of all material taxes requiredfor periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be paiddue by itthe taxing authority of any jurisdiction, and the officers of the Company or of any other material assessment, fine or penalty levied against it other than taxes # currently payable without penalty or interest, or # being contested in good faith by appropriate proceedings.Subsidiary know of no basis for any such claim.

Tax Matters.Status. The Company, the BankCompany and each Subsidiary of the Company haveits Subsidiaries # has timely made or filed all material foreign, U.S. federal,federal and state income and localall other material tax returns, information returnsreports and similar reportsdeclarations required by any jurisdiction to which it is subject, # has timely paid all taxes and other governmental assessments and charges that are requiredmaterial in amount, shown or determined to be filed by them prior to the date hereof, or requests for extensions to filedue on such returns have been timely filed,returns, reports and all such tax returns were true, correct and complete in all material respects, and # paid all material taxes required to be paid by it and any other material assessment, fine or penalty levied against it other than taxes # currently payable without penalty or interest, or #declarations, except those being contested in good faith and # has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by appropriate proceedings.the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such claim. The Company is not operated in such a manner as to qualify as a passive foreign investment company, as defined in Section 1297 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).

Tax Matters.SECTION # Taxes. The Company,Company and the Bank and each Subsidiary of the CompanySubsidiaries have #filed or caused to be filed all Federal and material foreign, U.S. federal, statestate, local and local tax returns, informationforeign Tax returns and similar reports thatwhich are required to be filed by them prior to the date hereof,them, and have paid or requests for extensions to file such returns have been timely filed, and all such tax returns were true, correct and complete in all material respects, and # paid all material taxes requiredcaused to be paid all Taxes shown to be due and payable on such returns or on any assessments received by it and any other material assessment, fine or penalty levied against itof them, other than taxes # currently payable without penaltyany Taxes or interest, or #assessments the validity of which is being contested in good faith by appropriate proceedings.proceedings, and with respect to which appropriate accounting reserves have, to the extent required by GAAP, been set aside.

Tax Matters.Status. The Company, the BankCompany and each Subsidiary of its Subsidiaries has made or filed all federal and state income and all other material tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company have #and each of its Subsidiaries has set aside on its books reserves reasonably adequate for the payment of all unpaid and unreported taxes or filed valid extensions) and has paid all material foreign, U.S. federal, statetaxes and local tax returns, information returnsother governmental assessments and similar reportscharges that are requiredmaterial in amount, shown or determined to be filed by them prior to the date hereof, or requests for extensions to filedue on such returns have been timely filed,returns, reports and all such tax returns were true, correct and complete in all material respects, and # paid all material taxes required to be paid by it and any other material assessment, fine or penalty levied against it other than taxes # currently payable without penalty or interest, or #declarations, except those being contested in good faith and has set aside on its books reserves reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. To the Company’s knowledge, there are no unpaid taxes in any material amount claimed to be due by appropriate proceedings.the taxing authority of any jurisdiction.

Tax Matters. The Company, the BankCompany and each Subsidiary of the Companyits subsidiaries have # filed all material foreign, U.S.necessary federal, state and localforeign income and franchise tax returns, information returns and similar reports that they are required to behave filed by them prior toor have properly requested extensions of the date hereof, or requestsdeadline for extensions to file such returns have been timely filed,the filing therefor and all such tax returns wereas filed are true, correctcomplete and completecorrect in all material respects,respects and # have paid all material taxes required to be paid by itany of them, other than such taxes as may be paid at a later date without any penalty or fine and except for any other materialsuch tax, assessment, fine or penalty levied against it other than taxes #that is currently payable without penalty or interest, or # being contested in good faith by appropriate proceedings.actions and except for such taxes, assessments, fines or penalties, the nonpayment or late payment of which would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

Tax Matters.Status. The Company, the BankCompany and each Subsidiary of the Company have #its Subsidiaries has made or filed all material foreign, U.S. federal, state and localforeign income and all other tax returns, information returnsreports and similar reportsdeclarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are requiredmaterial in amount, shown or determined to be filed by them prior to the date hereof, or requests for extensions to filedue on such returns have been timely filed,returns, reports and all such tax returns were true, correct and complete in all material respects, and # paid all material taxes required to be paid by it and any other material assessment, fine or penalty levied against it other than taxes # currently payable without penalty or interest, or #declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by appropriate proceedings.the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing authority.

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