Common use of Authority; No Breach of Agreement Clause in Contracts

Authority; No Breach of Agreement. (a) Regions has the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Regions. This Agreement represents a legal, valid, and binding obligation of Regions, enforceable against Regions in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by Regions, nor the consummation by Regions of the transactions contemplated hereby, nor compliance by Regions with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Regions' Certificate of Incorporation or Bylaws, (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any asset of any Regions Company under, any Contract or Permit of any Regions Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Regions, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to any Regions Company or any of their respective material assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Regions, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Regions of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach of Agreement. (ai) Regions It has the corporate power and authority necessary to execute, deliver, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery, delivery and performance of this Agreement and the consummation of the transactions contemplated hereinTransactions, including the Chilean Merger, by it have been duly and validly authorized by all necessary corporate action action, subject only to the Chilean Transaction Steps including the approval of (A) the Chilean Merger by the holders of two-thirds of the Outstanding shares of Itaú Chile Common Stock and the Capital Raise by a majority of the Outstanding shares of Itaú Chile Common Stock, in respect thereof on the part case of RegionsItaú Chile (the “Itaú Chile Shareholder Approval”) and (B) the other approvals set forth in Section 3.2(b)(i) of its Disclosure Letter. This Subject to receipt of the Itaú Chile Shareholder Approval and the other approvals set forth in Section 3.2(b)(i) of its Disclosure Letter and assuming due authorization, execution and delivery of this Agreement by each of the Corp Group Parties, this Agreement represents a legal, valid, valid and binding obligation of Regionsit, enforceable against Regions it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (bii) Neither the execution The execution, delivery and delivery performance of this Agreement by Regionsit, nor the consummation by Regions it of the transactions contemplated hereby, nor Transactions and compliance by Regions it with any of the provisions hereof, hereof will not (iA) conflict with or result in a breach or violation of any provision of Regions' Certificate its Organizational Documents or the Organizational Documents of Incorporation or Bylawsany of its Subsidiaries, (iiB) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation or acceleration of any Lien (with or without the giving of notice, the lapse of time or both) on any asset of any Regions Company it or its Subsidiaries under, any Contract or Permit of any Regions Company, where such Default it or Lienits Subsidiaries, or any failure to obtain such Consent, is reasonably likely to have, individually change in its rights or in the aggregate, a Material Adverse Effect on Regions, obligations under any Contract or (iiiC) subject to receipt of the requisite Required Regulatory Consents referred to in Section 9.1(b) and the expiration or termination of this Agreementany waiting period required by Law, violate any Law Law, Order or Order Permit applicable to any Regions Company it or its Subsidiaries or any of their respective material assets. (ciii) Other than as set forth in connection or compliance with Section 3.2(b)(iii) of its Disclosure Letter (collectively, the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASD, and other than Consents required from “Itaú Bank Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Regions”), no notice to, application or filing with, or Consent of, any public body or authority Governmental Authority is necessary for in connection with the execution, delivery or performance of this Agreement and the consummation by Regions it or any of its Subsidiaries of the Merger and the other transactions contemplated in this AgreementTransactions.

Authority; No Breach of Agreement. (ai) Regions It has the corporate power and authority necessary to execute, deliver, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery, delivery and performance of this Agreement and the consummation of the transactions contemplated hereinTransactions, including the Chilean Merger, by it have been duly and validly authorized by all necessary corporate action action, subject only to the Chilean Transaction Steps including the approval of (A) the Chilean Merger by the holders of two-thirds of the Outstanding shares of CorpBanca Common Stock and the Capital Raise by a majority of the Outstanding shares of CorpBanca Common Stock, in respect thereof on the part case of RegionsCorpBanca (the “CorpBanca Shareholder Approval”), and (B) the other approvals set forth in Section 3.1(b)(i) of its Disclosure Letter. This Subject to receipt of the CorpBanca Shareholder Approval and the other approvals set forth in Section 3.1(b)(i) of its Disclosure Letter and assuming due authorization, execution and delivery of this Agreement by each of the Itaú Parties, this Agreement represents a legal, valid, valid and binding obligation of Regionsit, enforceable against Regions it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (bii) Neither the execution The execution, delivery and delivery performance of this Agreement by Regionsit, nor the consummation by Regions it of the transactions contemplated hereby, nor Transactions and compliance by Regions it with any of the provisions hereof, hereof will not (iA) conflict with or result in a breach or violation of any provision of Regions' Certificate its Organizational Documents or the Organizational Documents of Incorporation or Bylawsany of its Subsidiaries, (iiB) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation or acceleration of any Lien (with or without the giving of notice, the lapse of time or both) on any asset of any Regions Company it or its Subsidiaries under, any Contract or Permit of any Regions Company, where such Default it or Lienits Subsidiaries, or any failure to obtain such Consent, is reasonably likely to have, individually change in its rights or in the aggregate, a Material Adverse Effect on Regions, obligations under any Contract or (iiiC) subject to receipt of the requisite Required Regulatory Consents referred to in Section 9.1(b) and the expiration or termination of this Agreementany waiting period required by Law, violate any Law Law, Order or Order Permit applicable to any Regions Company it or its Subsidiaries or any of their respective material assets. (ciii) Other than as set forth in connection or compliance with Section 3.1(b)(iii) of its Disclosure Letter (collectively, the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASD, and other than Consents required from “CorpBanca Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Regions”), no notice to, application or filing with, or Consent of, any public body or authority Governmental Authority is necessary for in connection with the execution, delivery or performance of this Agreement and the consummation by Regions it or any of its Subsidiaries of the Merger and the other transactions contemplated in this AgreementTransactions.

Authority; No Breach of Agreement. (ai) Regions It has the corporate power and authority necessary to execute, deliver, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery, delivery and performance of this Agreement and the consummation of the transactions contemplated hereinTransactions, including the Chilean Merger, by it have been duly and validly authorized by all necessary corporate action action, subject only to the Chilean Transaction Steps including the approval of (A) the Chilean Merger by the holders of two-thirds of the Outstanding shares of CorpBanca Common Stock and the Capital Raise by a majority of the Outstanding shares of CorpBanca Common Stock, in respect thereof on the part case of RegionsCorpBanca (the "CorpBanca Shareholder Approval"), and (B) the other approvals set forth in Section 3.1(b)(i) of its Disclosure Letter. This Subject to receipt of the CorpBanca Shareholder Approval and the other approvals set forth in Section 3.1(b)(i) of its Disclosure Letter and assuming due authorization, execution and delivery of this Agreement by each of the Itaú Parties, this Agreement represents a legal, valid, valid and binding obligation of Regionsit, enforceable against Regions it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (bii) Neither the execution The execution, delivery and delivery performance of this Agreement by Regionsit, nor the consummation by Regions it of the transactions contemplated hereby, nor Transactions and compliance by Regions it with any of the provisions hereof, hereof will not (iA) conflict with or result in a breach or violation of any provision of Regions' Certificate its Organizational Documents or the Organizational Documents of Incorporation or Bylawsany of its Subsidiaries, (iiB) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation or acceleration of any Lien (with or without the giving of notice, the lapse of time or both) on any asset of any Regions Company it or its Subsidiaries under, any Contract or Permit of any Regions Company, where such Default it or Lienits Subsidiaries, or any failure to obtain such Consent, is reasonably likely to have, individually change in its rights or in the aggregate, a Material Adverse Effect on Regions, obligations under any Contract or (iiiC) subject to receipt of the requisite Required Regulatory Consents referred to in Section 9.1(b) and the expiration or termination of this Agreementany waiting period required by Law, violate any Law Law, Order or Order Permit applicable to any Regions Company it or its Subsidiaries or any of their respective material assets. (ciii) Other than as set forth in connection or compliance with Section 3.1(b)(iii) of its Disclosure Letter (collectively, the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASD, and other than Consents required from "CorpBanca Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Regions"), no notice to, application or filing with, or Consent of, any public body or authority Governmental Authority is necessary for in connection with the execution, delivery or performance of this Agreement and the consummation by Regions it or any of its Subsidiaries of the Merger and the other transactions contemplated in this AgreementTransactions.

Authority; No Breach of Agreement. (ai) Regions Each of Parent and Merger Sub has the corporate power and authority necessary to execute, deliver, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The Assuming the accuracy of the representations and warranties set forth in Section 3.2(aa), the execution, delivery, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated herein, including the Merger, hereby have been duly and validly authorized by all necessary corporate action in respect thereof on (including valid authorization and adoption of this Agreement by Parent’s and Merger Sub’s duly constituted Boards of Directors). Assuming due authorization, execution and delivery of this Agreement by the part of Regions. This Company, this Agreement represents a legal, valid, valid and binding obligation of Regionseach of Parent and Merger Sub, enforceable against Regions each of Parent and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by applicable (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium, conservatorship and other Laws now or similar Laws hereafter in effect relating to or affecting the enforcement of creditors' ’ rights generally and (B) general equitable principles, except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (bii) Each of Parent’s and Merger Sub’s Boards of Directors have duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby. (iii) Neither the execution and delivery of this Agreement by RegionsAgreement, nor the consummation by Regions of the transactions contemplated hereby, nor compliance by Regions them with any of the provisions hereof, will (iA) violate, conflict with or result in a breach of any provision of Regions' Certificate the Organizational Documents of Incorporation Parent or BylawsMerger Sub, (iiB) constitute or violate, conflict with, result in a Default breach of any provision of or the loss of any benefit under, constitute a default (or require any Consent pursuant toan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien on (other than Permitted Liens) upon any asset of the respective properties or assets of Parent or any Regions Company of its Subsidiaries (including Merger Sub) under, any Contract of the terms, conditions or Permit provisions of any Regions Companynote, where such Default bond, mortgage, indenture, deed of trust, license, lease, Contract, Permit or Lienother instrument or obligation to which Parent or any of its Subsidiaries (including Merger Sub) is a party, or by which they or any failure to obtain such Consent, is reasonably likely to have, individually of their respective properties or in the aggregate, a Material Adverse Effect on Regionsassets may be bound, or (iiiC) subject to receipt of the requisite Consents referred to Requisite Regulatory Approvals and the expiration of any waiting period required by Law as described in Section 9.1(bclause (iv) of this Agreementbelow, violate any Law or Order applicable to any Regions Company Parent or Merger Sub or any of their respective material assets, except, in the case of clauses (B) and (C), as individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to perform their obligations under this Agreement or to timely consummate the Merger. (civ) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to (A) the expiration or filings with termination of the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or waiting period under the HSR Act, (B) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DLLCA, (C) the filing of the Articles of Merger with the Secretary of the Commonwealth of the Commonwealth of Massachusetts as required by the MBCA and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or (D) as set forth in Section 3.3(b)(iv)(D) of the aggregate, a Material Adverse Effect on RegionsParent Disclosure Letter, no notice to, filing withOrder of, or Consent of, to or with any public body Governmental Authority or authority other third party is necessary for in connection with the execution, delivery or performance of this Agreement by Parent or Merger Sub, as applicable, or the consummation by Regions Parent or Merger Sub, as applicable, of the Merger and the other transactions contemplated in by this Agreement.

Authority; No Breach of Agreement. (ai) Regions Each of it and Merger Sub has the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement Agreement, and the consummation of the transactions contemplated hereinhereby, including the Merger, by each of it and Merger Sub, have been duly and validly authorized by all necessary corporate action in respect thereof on the part (including valid authorization and adoption of Regionsthis Agreement by each of its and Merger Sub's duly constituted Board of Directors). This Assuming due authorization, execution, and delivery of this Agreement by Raindance, this Agreement represents a legal, valid, and binding obligation of Regionseach of West and Merger Sub, enforceable against Regions each of West and Merger Sub, in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (bii) Neither the execution and delivery of this Agreement by Regionsit or Merger Sub, nor the consummation by Regions either of them of the transactions contemplated hereby, nor compliance by Regions them with any of the provisions hereof, will (iA) conflict with or result in a breach of any provision of Regions' Certificate of Incorporation their respective Organizational Documents, or Bylaws, (iiB) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any material asset of any Regions Company it or its Subsidiaries under, any Contract or Permit of any Regions Company, where such Default it or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Regionsits Subsidiaries, or (iiiC) subject to receipt of the requisite Required Consents referred to in Section 9.1(b) and the expiration of this Agreementany waiting period required by Law, violate any Law or Order applicable to any Regions Company it or its Subsidiaries or any of their respective material assets, except in the cases of clauses (B) and (C) above that would not reasonably be expected to have a Material Adverse Effect on West. (ciii) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASD, and other than Consents (A) the expiration or termination of the required from Regulatory Authoritieswaiting period under the HSR Act, and other than (B) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any employee benefit plansBenefit Plans, or under the HSR Act(C) as set forth in Section 3.4(b)(iii) of its Disclosure Letter, and other than Consents, filings, or notifications which, if not obtained or made, are (D) would not reasonably likely be expected to have, individually or in the aggregate, have a Material Adverse Effect on RegionsWest, no notice to, filing with, or Consent of, any public body or authority Governmental Authority is necessary for in connection with the execution, delivery or performance of this Agreement and the consummation by Regions it or Merger Sub of the Merger and the other transactions contemplated in by this Agreement.

Authority; No Breach of Agreement. (ai) Regions It has the corporate power and authority necessary to execute, deliver, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery, delivery and performance of this Agreement and the consummation of the transactions contemplated hereinTransactions, including the Chilean Merger, by it have been duly and validly authorized by all necessary corporate action action, subject only to the Chilean Transaction Steps including the approval of (A) the Chilean Merger by the holders of two-thirds of the Outstanding shares of Itaú Chile Common Stock and the Capital Raise by a majority of the Outstanding shares of Itaú Chile Common Stock, in respect thereof on the part case of RegionsItaú Chile (the "Itaú Chile Shareholder Approval") and (B) the other approvals set forth in Section 3.2(b)(i) of its Disclosure Letter. This Subject to receipt of the Itaú Chile Shareholder Approval and the other approvals set forth in Section 3.2(b)(i) of its Disclosure Letter and assuming due authorization, execution and delivery of this Agreement by each of the Corp Group Parties, this Agreement represents a legal, valid, valid and binding obligation of Regionsit, enforceable against Regions it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (bii) Neither the execution The execution, delivery and delivery performance of this Agreement by Regionsit, nor the consummation by Regions it of the transactions contemplated hereby, nor Transactions and compliance by Regions it with any of the provisions hereof, hereof will not (iA) conflict with or result in a breach or violation of any provision of Regions' Certificate its Organizational Documents or the Organizational Documents of Incorporation or Bylawsany of its Subsidiaries, (iiB) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation or acceleration of any Lien (with or without the giving of notice, the lapse of time or both) on any asset of any Regions Company it or its Subsidiaries under, any Contract or Permit of any Regions Company, where such Default it or Lienits Subsidiaries, or any failure to obtain such Consent, is reasonably likely to have, individually change in its rights or in the aggregate, a Material Adverse Effect on Regions, obligations under any Contract or (iiiC) subject to receipt of the requisite Required Regulatory Consents referred to in Section 9.1(b) and the expiration or termination of this Agreementany waiting period required by Law, violate any Law Law, Order or Order Permit applicable to any Regions Company it or its Subsidiaries or any of their respective material assets. (ciii) Other than as set forth in connection or compliance with Section 3.2(b)(iii) of its Disclosure Letter (collectively, the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASD, and other than Consents required from "Itaú Bank Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Regions"), no notice to, application or filing with, or Consent of, any public body or authority Governmental Authority is necessary for in connection with the execution, delivery or performance of this Agreement and the consummation by Regions it or any of its Subsidiaries of the Merger and the other transactions contemplated in this AgreementTransactions.

Authority; No Breach of Agreement. (ai) Regions It has the corporate power and authority necessary to execute, deliver, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery, delivery and performance of this Agreement and the consummation of the transactions contemplated hereinTransactions, including the Chilean Merger, the Colombian Acquisition and the Colombian Merger, by it have been duly and validly authorized by all necessary corporate action action, subject only to the Chilean Transaction Steps and the Colombian Transaction Steps including the approval of (A) the Chilean Merger by the holders of two-thirds of the Outstanding shares of Itaú Chile Common Stock and the Capital Raise by a majority of the Outstanding shares of Itaú Chile Common Stock, in respect thereof on the part case of RegionsItaú Chile (the “Itaú Chile Shareholder Approval”), (B) the Colombian Merger by the holders of a number of the Outstanding shares of Itaú Colombia Common Stock that represents a majority (plus one share) of the Outstanding shares of Itaú Colombia Common Stock at the time of such approval, in the case of Itaú Colombia (the “Itaú Colombia Shareholder Approval”), and (C) the other approvals set forth in Section 3.2(b)(i) of its Disclosure Letter. This Subject to receipt of the Itaú Chile Shareholder Approval and the Itaú Colombia Shareholder Approval and the other approvals set forth in Section 3.2(b)(i) of its Disclosure Letter and assuming due authorization, execution and delivery of this Agreement by each of the Corp Group Parties, this Agreement represents a legal, valid, valid and binding obligation of Regionsit, enforceable against Regions it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (bii) Neither the execution The execution, delivery and delivery performance of this Agreement by Regionsit, nor the consummation by Regions it of the transactions contemplated hereby, nor Transactions and compliance by Regions it with any of the provisions hereof, hereof will not (iA) conflict with or result in a breach or violation of any provision of Regions' Certificate its Organizational Documents or the Organizational Documents of Incorporation or Bylawsany of its Subsidiaries, (iiB) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation or acceleration of any Lien (with or without the giving of notice, the lapse of time or both) on any asset of any Regions Company it or its Subsidiaries under, any Contract or Permit of any Regions Company, where such Default it or Lienits Subsidiaries, or any failure to obtain such Consent, is reasonably likely to have, individually change in its rights or in the aggregate, a Material Adverse Effect on Regions, obligations under any Contract or (iiiC) subject to receipt of the requisite Required Regulatory Consents referred to in Section 9.1(b) and the expiration or termination of this Agreementany waiting period required by Law, violate any Law Law, Order or Order Permit applicable to any Regions Company it or its Subsidiaries or any of their respective material assets. (ciii) Other than as set forth in connection or compliance with Section 3.2(b)(iii) of its Disclosure Letter (collectively, the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASD, and other than Consents required from “Itaú Bank Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Regions”), no notice to, application or filing with, or Consent of, any public body or authority Governmental Authority is necessary for in connection with the execution, delivery or performance of this Agreement and the consummation by Regions it or any of its Subsidiaries of the Merger and the other transactions contemplated in this AgreementTransactions.

Authority; No Breach of Agreement. (a) Regions Republic has the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement and the Termination Fee Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery, and performance of this Agreement and the Termination Fee Agreement, and the consummation of the transactions contemplated hereinherein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action (including valid authorization and adoption of this Agreement and the Termination Fee Agreement by Republic's duly constituted Board of Directors) in respect thereof on the part of RegionsRepublic, subject in the case of consummation of the Merger to the approval of this Agreement by the holders of a majority of the shares of Republic Common Stock entitled to vote thereon, which is the only stockholder vote required for consummation of the Merger by Republic. This Assuming due authorization, execution, and delivery of this Agreement by Buyer, this Agreement represents a legal, valid, and binding obligation of RegionsRepublic, enforceable against Regions Republic in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither Except as set forth in Section 5.2 of the Republic Disclosure Memorandum, neither the execution and delivery of this Agreement by RegionsRepublic, nor the consummation by Regions Republic of the transactions contemplated hereby, nor compliance by Regions Republic with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Regions' Certificate Republic's Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any asset Asset of any Regions Republic Company under, any Contract Contract, Order or Permit of any Regions Republic Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on RegionsRepublic, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to any Regions Republic Company or any of their respective material assetsMaterial Assets. (c) Other than as disclosed in Section 5.2 of the Republic Disclosure Memorandum, and other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on RegionsRepublic, no notice to, filing with, or Consent of, any public body or authority or self-regulatory authority is necessary for the consummation by Regions Republic of the Merger and the other transactions contemplated in this Agreement or the Termination Fee Agreement.

Authority; No Breach of Agreement. (ai) Regions It has the corporate power and authority necessary to execute, deliver, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery, delivery and performance of this Agreement and the consummation of the transactions contemplated hereinTransactions, including the Chilean Merger, the Colombian Acquisition and the Colombian Merger, by it have been duly and validly authorized by all necessary corporate action action, subject only to the Chilean Transaction Steps and the Colombian Transaction Steps including the approval of (A) the Chilean Merger by the holders of two-thirds of the Outstanding shares of CorpBanca Common Stock and the Capital Raise by a majority of the Outstanding shares of CorpBanca Common Stock, in respect thereof on the part case of RegionsCorpBanca (the “CorpBanca Shareholder Approval”), (B) the Colombian Merger by the holders of a number of Outstanding shares of CorpBanca Colombia Common Stock that represents a Supermajority Consent at the time of such approval (and by the holders of 70% of the preferred stock of CorpBanca Colombia, if there is any preferred stock of CorpBanca Colombia outstanding at the time of such approval), in the case of CorpBanca Colombia (the “CorpBanca Colombia Shareholder Approval”), and (C) the other approvals set forth in Section 3.1(b)(i) of its Disclosure Letter. This Subject to receipt of the CorpBanca Shareholder Approval and the CorpBanca Colombian Shareholder Approval and the other approvals set forth in Section 3.1(b)(i) of its Disclosure Letter and assuming due authorization, execution and delivery of this Agreement by each of the Itaú Parties, this Agreement represents a legal, valid, valid and binding obligation of Regionsit, enforceable against Regions it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (bii) Neither the execution The execution, delivery and delivery performance of this Agreement by Regionsit, nor the consummation by Regions it of the transactions contemplated hereby, nor Transactions and compliance by Regions it with any of the provisions hereof, hereof will not (iA) conflict with or result in a breach or violation of any provision of Regions' Certificate its Organizational Documents or the Organizational Documents of Incorporation or Bylawsany of its Subsidiaries, (iiB) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation or acceleration of any Lien (with or without the giving of notice, the lapse of time or both) on any asset of any Regions Company it or its Subsidiaries under, any Contract or Permit of any Regions Company, where such Default it or Lienits Subsidiaries, or any failure to obtain such Consent, is reasonably likely to have, individually change in its rights or in the aggregate, a Material Adverse Effect on Regions, obligations under any Contract or (iiiC) subject to receipt of the requisite Required Regulatory Consents referred to in Section 9.1(b) and the expiration or termination of this Agreementany waiting period required by Law, violate any Law Law, Order or Order Permit applicable to any Regions Company it or its Subsidiaries or any of their respective material assets. (ciii) Other than as set forth in connection or compliance with Section 3.1(b)(iii) of its Disclosure Letter (collectively, the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASD, and other than Consents required from “CorpBanca Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Regions”), no notice to, application or filing with, or Consent of, any public body or authority Governmental Authority is necessary for in connection with the execution, delivery or performance of this Agreement and the consummation by Regions it or any of its Subsidiaries of the Merger and the other transactions contemplated in this AgreementTransactions.

Authority; No Breach of Agreement. (ai) Regions Each of it and Merger Sub has the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement Agreement, and the consummation of the transactions contemplated hereinhereby, including the Merger, by each of it and Merger Sub, have been duly and validly authorized by all necessary corporate action in respect thereof on the part (including valid authorization and adoption of Regionsthis Agreement by each of its and Merger Sub’s duly constituted Board of Directors). This Assuming due authorization, execution, and delivery of this Agreement by Raindance, this Agreement represents a legal, valid, and binding obligation of Regionseach of West and Merger Sub, enforceable against Regions each of West and Merger Sub, in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (bii) Neither the execution and delivery of this Agreement by Regionsit or Merger Sub, nor the consummation by Regions either of them of the transactions contemplated hereby, nor compliance by Regions them with any of the provisions hereof, will (iA) conflict with or result in a breach of any provision of Regions' Certificate of Incorporation their respective Organizational Documents, or Bylaws, (iiB) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any material asset of any Regions Company it or its Subsidiaries under, any Contract or Permit of any Regions Company, where such Default it or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Regionsits Subsidiaries, or (iiiC) subject to receipt of the requisite Required Consents referred to in Section 9.1(b) and the expiration of this Agreementany waiting period required by Law, violate any Law or Order applicable to any Regions Company it or its Subsidiaries or any of their respective material assets, except in the cases of clauses (B) and (C) above that would not reasonably be expected to have a Material Adverse Effect on West. (ciii) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASD, and other than Consents (A) the expiration or termination of the required from Regulatory Authoritieswaiting period under the HSR Act, and other than (B) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any employee benefit plansBenefit Plans, or under the HSR Act(C) as set forth in Section 3.4(b)(iii) of its Disclosure Letter, and other than Consents, filings, or notifications which, if not obtained or made, are (D) would not reasonably likely be expected to have, individually or in the aggregate, have a Material Adverse Effect on RegionsWest, no notice to, filing with, or Consent of, any public body or authority Governmental Authority is necessary for in connection with the execution, delivery or performance of this Agreement and the consummation by Regions it or Merger Sub of the Merger and the other transactions contemplated in by this Agreement.