HEADING "POTENTIAL STATES", A LIST OF
STATE INCOME, SALES, OR USE TAXES, AND CORRESPONDING TAX PERIODS, DESCRIBING
SUCH STATE INCOME, SALES, OR USE TAXES AND CORRESPONDING TAX PERIODS FOR WHICH A
UC PARTY MAY NOT HAVE FILED A TAX RETURN PROPERLY DUE, MAY HAVE FILED A TAX
RETURN THAT HAS PROVEN TO BE UNTRUE, INCOMPLETE OR INACCURATE, OR MAY HAVE FILED
A TAX RETURN THAT SHOWS AN INCORRECT AMOUNT OF TAX DUE.
EXCEPT AS SET FORTH ON THE ATTACHED SCHEDULE 5.11, AND EXCEPT IN RESPECT OF THE
STATE TAXES AND CORRESPONDING TAX PERIODS SCHEDULED UNDER "POTENTIAL STATES":
(A)
EACH UC PARTY HAS TIMELY FILED OR SHALL TIMELY FILE ALL
MATERIAL TAX RETURNS THAT ARE REQUIRED TO BE FILED ON OR BEFORE THE CLOSING
DATE, AND ALL SUCH TAX RETURNS ARE TRUE, COMPLETE, AND ACCURATE IN ALL MATERIAL
RESPECTS;
(B)
ALL MATERIAL TAXES DUE AND PAYABLE BY ANY UC PARTY ON OR
BEFORE THE CLOSING DATE (WHETHER OR NOT SHOWN ON ANY TAX RETURN) HAVE BEEN PAID
OR SHALL BE PAID ON OR BEFORE THE CLOSING DATE, EACH UC PARTY HAS ADEQUATE
RESERVES FOR ALL MATERIAL TAXES OF SUCH UC PARTY ACCRUED BUT NOT YET DUE, AND NO
MATERIAL TAXES PAYABLE BY ANY UC PARTY ARE DELINQUENT;
(C)
NO DEFICIENCY FOR ANY AMOUNT OF TAX IN EXCESS OF $25,000 HAS
BEEN ASSERTED OR ASSESSED IN WRITING BY A TAXING AUTHORITY AGAINST ANY UC PARTY;
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(D)
THERE IS NO ACTION, SUIT, PROCEEDING, OR AUDIT OR ANY WRITTEN
NOTICE OF INQUIRY OF ANY OF THE FOREGOING, TO THE KNOWLEDGE OF ANY SELLER PARTY,
PENDING OR THREATENED IN WRITING AGAINST ANY UC PARTY REGARDING MATERIAL TAXES;
(E)
NO UC PARTY HAS CONSENTED TO EXTEND THE TIME IN WHICH ANY TAX
MAY BE ASSESSED OR COLLECTED BY ANY TAXING AUTHORITY;
(F)
NO UC PARTY IS OR HAS BEEN A MEMBER OF AN AFFILIATED GROUP
(OTHER THAN AN AFFILIATED GROUP THAT INCLUDES ONE OR MORE OF JOHN HANCOCK
HOLDING (DELAWARE) LLC, JOHN HANCOCK HOLDING (DELAWARE) LLC'S CURRENT OR FORMER
SUBSIDIARIES, HANCOCK, HANCOCK'S CURRENT OR FORMER SUBSIDIARIES, HOLDINGS, OR
HOLDINGS' CURRENT OR FORMER SUBSIDIARIES);
(G)
NO CLAIM HAS EVER BEEN MADE IN WRITING BY A TAXING AUTHORITY
IN A JURISDICTION WHERE A UC PARTY DOES NOT FILE TAX RETURNS THAT SUCH UC PARTY
IS OR MAY BE SUBJECT TO TAXES ASSESSED BY SUCH JURISDICTION;
(H)
NO UC PARTY HAS ANY LIABILITY FOR MATERIAL TAXES OF ANY OTHER
PERSON UNDER TREASURY REGULATIONS SECTION 1.1502-6 (OR ANY SIMILAR PROVISION OR
STATE, LOCAL OR FOREIGN TAX LAW), AS A TRANSFEREE, BY CONTRACT, OR OTHERWISE, IN
EACH CASE EXCEPT FOR ANY PERSON THAT IS OR WAS ONE OR MORE OF JOHN HANCOCK
HOLDING (DELAWARE) LLC, A CURRENT OR FORMER SUBSIDIARY OF JOHN HANCOCK HOLDING
(DELAWARE) LLC, HANCOCK, A CURRENT OR FORMER HANCOCK SUBSIDIARY, HOLDINGS, OR A
CURRENT OR FORMER HOLDINGS SUBSIDIARY;
(I)
EACH UC PARTY HAS WITHHELD ALL MATERIAL TAXES REQUIRED TO
HAVE BEEN WITHHELD AND HAS PAID TO THE APPROPRIATE GOVERNMENTAL AUTHORITIES ALL
MATERIAL WITHHOLDING TAXES REQUIRED TO