Section # No Liability With Respect to Adverse Tax Treatment. Notwithstanding any provision of this Plan to the contrary, in no event shall the Company or any Affiliate be liable to a Participant on account of an Award’s failure to # qualify for favorable U.S., foreign, state, local, or other tax treatment or # avoid adverse tax treatment under U.S., foreign, state, local, or other law, including, without limitation, Code [Section 409A].

No Seller nor Guarantor nor any of their Subsidiaries has incurred a tax liability under Chapter 43 of the Code or a penalty under [Section 502(i)] of ERISA which has not been paid in full, except where the incurrence of such tax or penalty would not result in a Material Adverse Effect.

Since January 1, 2018, the Company has not incurred any liability for Taxes outside the Ordinary Course of Business, revoked any material election in respect of Taxes, changed any accounting method in respect of Taxes, filed any amendment to a Tax Return that will materially increase the Tax Liability of the Company after the Closing, settled any claim or assessment in respect of Taxes, or surrendered any right to claim a refund of Taxes.

Although the Company may endeavor to # qualify an Option for favorable tax treatment under the laws of the United States or non-U.S. jurisdictions or # avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including [Section 24]. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan.

SECTION #INCOME TAX RETURNS. Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

No Liability. Neither the Bank nor the Committee is responsible for any consequence, including but not limited to any tax, penalty, or income inclusion, resulting from a violation of IRC Section 409A or any Treasury Regulations promulgated thereunder with respect to any election made by any Member under this Plan.

No claim has ever been made in writing by a Tax authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

The Parties hereto agree not to take any position that is inconsistent with the provisions of this Section 5.8 on any Tax return or in any audit or other administrative or

the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or published concession of any relevant taxing authority; or

no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.