Common use of Tax Matters Clause in Contracts

Tax Matters. All Tax Returns required to be filed by or on behalf of it or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effect.

Tax Matters. All (a) The Company and each of its Subsidiaries have timely filed all material Tax Returns required to be filed by or on behalf (taking into account any extensions of it or any time within which to file such Tax Returns) and all such Tax Returns are complete and accurate in all material respects, and the Company and each of its Subsidiaries have been timely filed paid or requests for extensions have been timely filed caused to be paid all Taxes reflected as due and owing on such Tax Returns (and any other material Taxes required to be paid by it whether or not reflected as due and owing on such extension Tax Returns) and made adequate provision (or adequate provision has been granted and has not expired, and made on its behalf) for all such filed returns are complete and accurate. All material accrued Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authoritynot yet due. There are no material Liens for Taxes upon the assets of it the Company or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice any of its jurisdiction, have been established. All material Subsidiaries except Liens for Taxes not yet due and payable. (b) There are no outstanding or pending or, to the Knowledge of the Company, threatened audits, actions, suits, examinations, assessments or other proceedings in respect of material Taxes of the Company or any Subsidiary, and the Company and its Subsidiaries have not received written notice of any such audits or proceedings. No deficiency for any material Tax has been asserted or assessed by a Tax authority in writing against the Company or any Subsidiary which deficiency has not been paid, settled or withdrawn. Subject to exceptions as would not be material, no written claim has been received by the Company or any Subsidiary from any Tax authority in any jurisdiction where the Company or a Subsidiary does not file Tax Returns that are being contested the Company or a Subsidiary is or may be subject to material Tax in good faith that jurisdiction. No extension or waiver of the limitation period applicable to any material Tax Returns or any material Taxes of the Company or any Subsidiary has been granted and is currently in effect. No material closing agreement, private letter ruling, technical advice memorandum, advance pricing agreement, consent to an extension of time to make an election or consent to a change of method of accounting has been requested from, entered into with or issued by appropriate proceedings a Governmental Body with respect to Taxes by or to the Company or any of its Subsidiaries. (c) The Company and each of its Subsidiaries have collected or withheld and paid all material Taxes required to have been appropriately disclosed collected or withheld and paid in connection with amounts paid or owing to Corp Group Parties. any employee, independent contractor, creditor, stockholder, customer or other third party. (d) The Company has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code within the past three (3) years. (e) Neither it the Company nor any of its Subsidiaries (i) is a party to or bound by any material Tax allocation, sharing or indemnification agreement (other than such agreements (A) exclusively between or among the Company and one or more wholly owned Subsidiaries of the Company or (B) with third parties made in the ordinary course of business, the primary subject matter of which is not Tax), (ii) has ever been a member of an affiliated group filing a consolidated, combined, or unitary income Tax Return (other than a group the common parent of which is Itaú Chile (in was the case of Itaú ChileCompany) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (iiiii) has any material liability for Taxes of another Person (other than the Company and its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any other Person arising from the application of any similar provision of federal state, local or foreign Law that imposes joint or several liability on members Tax Law), by operation of a consolidated or affiliated groupLaw, or as a transferee or successor, successor or by contractContract. (f) Neither the Company nor its Subsidiaries will be required to include any material item of income in, or otherwiseexclude any material item of deduction from, the computation of 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, or use of an improper method of accounting, in each case, for a taxable period ending on or prior to the Closing, (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed prior to the Closing, (iii) installment sale or open transaction disposition made prior to the Closing, (iv) prepaid amount received prior to the Closing Date outside the ordinary course of business and not reflected on the Company Financial Statements, or (v) election under Section 108(i) of the Code filed prior to the Closing. (g) The Company has made available to Parent all material intercompany agreements and written analyses relating to transfer pricing with respect to the Company and its Subsidiaries (including, for the avoidance of doubt, calculations of intercompany charges required with respect to the Company’s cost sharing arrangement and its intercompany services pursuant to Treasury Regulations Sections 1.482-7 and 1.482-9 (including the provisions therein dealing with stock-based compensation). Neither it the Company nor any of its Subsidiaries is a party has agreed to a Tax sharing, indemnification or similar agreement make any material adjustments pursuant to Section 482 of the Code or any agreement pursuant corresponding provision of state, local or foreign Tax law with respect to which it any intercompany transaction, and none of the Company or any of its Subsidiaries has received any obligation notice in writing from any Governmental Body proposing any such material adjustment. (h) The Company has made available to Parent all material documentation relating to any Person (other than it applicable Tax exemption, Tax holiday or one of its Subsidiaries) reduced Tax rate granted by a Governmental Body with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected Company or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries that is not generally available to Persons without specific application therefor (each, a “Tax Grant”) that has requested current applicability to the Company or been granted any waiver of its Subsidiaries. To the Knowledge of the Company, each of the Company and its Subsidiaries is in compliance with the terms and conditions of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any Tax Grants in all material Tax, which waiver or extension is still in effectrespects.

Tax Matters. All (a) The Company and each of its Subsidiaries (i) have prepared and duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them with the appropriate Taxing Authority and all such filed Tax Returns are correct and complete, (ii) have paid in full all material Taxes that are required to be paid (whether or not shown on behalf any Tax Returns), (iii) have withheld and paid all Taxes required to have been withheld and paid, including in connection with amounts paid or owing to any employee, stockholder, creditor, independent contractor or third party (each as determined for Tax purposes), (iv) have complied with all information reporting (and related withholding) and record retention requirements and (v) have not waived any statute of it limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, which waiver or extension remains outstanding. (b) No claim, assessment or deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries, which is still outstanding, and there are no Proceedings pending or threatened in writing regarding any Taxes of the Company and its Subsidiaries or the properties or assets of the Company and its Subsidiaries. (c) The Company and its Subsidiaries have given or otherwise made available to Parent correct and complete copies of all material Tax Returns, examination reports and statements of deficiencies for taxable periods, or transactions consummated, for which the applicable statutory periods of limitations have not expired. (d) Neither the Company nor any of its Subsidiaries has been informed by any Taxing Authority in writing that such Taxing Authority believes that the Company or any of its Subsidiaries have been timely is required to file any material Tax Return that is not filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it that the Company or any of its Subsidiaries that are is or were due may be subject to a material Tax in a jurisdiction in which the Company or payable such Subsidiary does not file Tax Returns. Neither the Company nor any of its Subsidiaries has requested, executed, extended or entered into (without regard to whether such Taxes have been assessedi) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards a closing agreement pursuant to Section 7121 of the Code or any similar provision of applicable Law and practice Law, (ii) any private letter ruling of its jurisdiction and no material deficiencies for the IRS or comparable ruling of any Taxes have been proposed, threatened, asserted other Taxing Authority or assessed in writing against or (iii) any gain recognition agreements with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessmentsince January 1, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. 2015. (e) There are no material Liens Encumbrances for Taxes upon (except Permitted Encumbrances) on any of the properties or assets of it the Company or any of its Subsidiaries. (f) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, except for Taxes that are being contested in good faith by appropriate proceedings allocation or indemnification agreement or arrangement (other than such an agreement or arrangement solely between or among the Company and for which adequate reserves, in accordance with IFRS (any of its Wholly Owned Subsidiaries or an agreement or arrangement entered into in the case Ordinary Course of Itaú ChileBusiness the principal purpose of which does not relate to Tax). (g) or Colombian GAAP (in Neither the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is Itaú Chile (in was the case of Itaú ChileCompany) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material obligation or liability for the Taxes of any person (other Person arising from than the application Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of federal stateapplicable Law), local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person Contract (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and a Contract entered into in the aggregateOrdinary Course of Business the principal purpose of which does not relate to Tax) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as otherwise. (h) Neither the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it Company nor any of its Subsidiaries has requested been, within the past 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, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. (i) Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any other transaction requiring disclosure under any similar provisions of applicable Law. (j) At no time during the past five years has the Company or any of its Subsidiaries been granted a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code. (k) Neither the Company nor any waiver of its Subsidiaries will be required to include any material item of income in, or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any federalclosing agreement, stateinstallment sale or open transaction on or prior to the Closing Date, local any accounting method change or foreign statute agreement with any Tax authority, any prepaid amount received on or prior to the Closing Date, any intercompany transaction or excess loss account described in Section 1502 of limitations with respect tothe Code (or any similar provision of applicable Law), or any extension election pursuant to Section 108(i) or Section 965(h) of the Code (or any similar provision of applicable Law) made with respect to any taxable period ending on or prior to the Closing Date. (l) The Company is, and has been since formation, properly classified for United States federal income tax purposes as a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectcorporation.

Tax Matters. All (a) The Company, each Company Subsidiary and CPS have timely filed with the appropriate taxing authorities all material Tax Returns required to be filed by or on behalf in accordance with all applicable Laws, taking into account any extensions of it or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any time within which to file such extension has been granted and has not expiredTax Returns, and all such filed returns are Tax Returns were complete and accuratecorrect in all material respects. All material Taxes attributable due and owing by the Company, each Company Subsidiary and CPS whether or not shown as due on such Tax Returns have been paid. (b) The federal income Tax Returns of the Company, each Company Subsidiary and CPS have been examined by the appropriate taxing authority or the period for assessment of the income Taxes in respect of which such federal income Tax Returns were required to it be filed has expired. (c) There are no audits or other administrative proceedings or court proceedings presently pending with regard to any material Taxes of its Subsidiaries the Company, any Company Subsidiary or CPS and none of the Company, any Company Subsidiary or CPS has received a written notice of any audits or proceedings that are reasonably likely to result in material liability for additional Taxes. None of the Company, any Company Subsidiary or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement CPS has waived any statute of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or limitations with respect to material Taxes or agreed to any Taxes due by extension of time with respect to a Tax assessment or Tax Returns of it deficiency for any open tax year, which waiver or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened extension remains in writing by any Governmental Authority. effect. (d) There are no material Liens for Taxes other than Permitted Liens upon the any assets of it the Company, any Company Subsidiary or its SubsidiariesCPS. (e) The Company, except for each Company Subsidiary and CPS have withheld and paid all material Taxes that are being contested required to have been withheld and paid in good faith by appropriate proceedings and for which adequate reservesconnection with amounts paid or owing to any employee, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries)independent contractor, creditor, stockholder, or corresponding accounting principles other third party. (including those passed by f) None of the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdictionCompany, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is Company Subsidiary or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) CPS has any material liability for the Taxes of any other Person arising from (other than Taxes of the application of Company, the Company Subsidiaries or CPS) under Treasury Regulation Section 1.1502-6 (or any similar provision of federal state, local local, or foreign Law that imposes joint law) pursuant to any Tax allocation agreement (except agreements solely with each other or several liability on members agreements with third parties made in the ordinary course of a consolidated or affiliated groupbusiness the primary subject matter of which is not tax), or as a transferee or successortransferee, by contract, or otherwise. Neither it nor . (g) None of the Company, any Company Subsidiary or CPS has been a United States real property holding corporation within the meaning of its Subsidiaries Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (h) None of the Company, any Company Subsidiary or CPS has participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). (i) Within the two-year period ending on the Closing Date, none of the Company, any Company Subsidiary or CPS has constituted either a “distributing corporation” or a “controlled corporation” as such terms are defined in Section 355 of the Code in a distribution qualifying or intended to qualify for tax-free treatment (in whole or in part) under Section 355(a) or 361 of the Code. (j) None of the Company, any Company Subsidiary or CPS is a party to a Tax sharing, indemnification or similar bound by any material tax sharing agreement or tax indemnity agreement, arrangement or practice (including any advance pricing agreement, closing agreement pursuant or other agreement relating to which it Taxes with any taxing authority), except agreements solely with each other or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) agreements with respect to Taxes. All material Taxes (determined both individually and third parties made in the aggregateordinary course of business the primary subject matter of which is not tax. (k) required to be withheldFor federal income tax purposes, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent requiredKnowledge of the Company, have been paid to the relevant Governmental Authority. Neither it nor any acquisition of its Subsidiaries has requested or been granted any waiver Applied Genomics, Inc., a Delaware corporation, in December 2009 qualified as a “reorganization” within the meaning of any federal, state, local or foreign statute Section 368 of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectCode.

Tax Matters. All Except as set forth in Section 3.9 of the Company Disclosure Schedule: (a) The Company and its Subsidiaries have timely filed or caused to be filed (taking into account any extension of time within which to file) all material Tax Returns required to be have been filed by or on behalf of it the Company or any of its Subsidiaries and all such Tax Returns are true, correct and complete in all material respects, except for such Tax Returns that are not material to the Company and its Subsidiaries. The Company and its Subsidiaries have paid all Taxes shown to be due and payable on such returns. (b) All material amounts of Taxes that the Company and its Subsidiaries are required by law to withhold or collect have been duly withheld or collected, and have been timely filed or requests for extensions have been timely filed paid over to the proper governmental authorities to the extent due and payable. (c) Neither the Company nor any such extension of its Subsidiaries has been granted and delinquent in the payment of any material Tax that has not expiredbeen accrued for in the Company’s or its Subsidiaries’ books and records of account for the period for which such Tax relates nor is there any material Tax deficiency outstanding, proposed, or assessed against the Company or its Subsidiaries, nor has the Company or its Subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (d) The Company and all such filed returns are complete and accurate. All its Subsidiaries have not incurred any liability for Taxes attributable since the date of the Company’s most recent audited consolidated balance sheet other than in the ordinary course of business consistent with past practice. (e) Neither the Company nor any of its Subsidiaries has received written notice from any Governmental Entity that a deficiency, delinquency, claim, audit, suit, proceeding, request for information or investigation is now pending, outstanding or, to it the knowledge of the Company, threatened against or with respect to the Company or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental AuthorityTaxes. There are no material Liens for Taxes upon on any of the assets of it the Company or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice any of its Subsidiaries other than Company Permitted Liens. Within the preceding four years, no claim has been made in writing by a Governmental Entity of a jurisdiction where the Company or one of its Subsidiaries has not filed Tax Returns that the Company or such Subsidiary is or may be subject to taxation by that jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. . (f) Neither it the Company nor any of its Subsidiaries (i) is a party to or has ever been a member bound by any Tax allocation, indemnification, sharing or similar agreement (other than an agreement solely among two or more of an affiliated the Company and its Subsidiaries) or owes any amount under any such agreement or arrangement (excluding customary agreements to indemnify lenders in respect of Taxes and customary indemnity provisions in agreements for the acquisition or divestiture of assets) or (ii) is or could be liable for any Tax of any person (other than the Company and its Subsidiaries) under Section 1.1502-6 of the Treasury regulations promulgated under the Code (or any similar provision of state, local or foreign Law) by virtue of membership in any affiliated, consolidated, combined or unitary group (other than a group the common parent of which is Itaú Chile (in was the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated groupCompany), or as a transferee or successor, or by contract, or otherwise. . (g) Neither it the Company nor any of its Subsidiaries is was a party “distributing corporation” or “controlled corporation” in a transaction intended to qualify under Section 355 of the Code within the past two years or otherwise as part of a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or plan that includes any of its Subsidiaries has any obligation to any Person the Transactions. (other than it or one of its Subsidiariesh) with respect to Taxes. All material Taxes (determined both individually and in Neither the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it Company nor any of its Subsidiaries has requested participated in any “listed transaction” or “transaction of interest” within the meaning of Section 1.6011-4(b)(2) and (6), respectively, of the Treasury regulations promulgated under the Code. (i) Neither the Company nor any of its Subsidiaries (i) has filed any extension of time within which to file any Tax Returns that have not been filed (except for extensions of time to file Tax Returns other than income Tax Returns or gross receipts Tax Returns, which extensions were obtained in the ordinary course), (ii) has granted any waiver power of attorney that is in force with respect to any matters relating to any Taxes, (iii) has proposed to enter into an agreement relating to Taxes with a Governmental Entity, which proposal is pending or (iv) has, since December 31, 2007, been issued any private letter ruling, technical advice memorandum or other similar agreement or ruling from a Governmental Entity with respect to Taxes. (j) As used in this Agreement, (i) “Taxes” means any and all domestic or foreign, federal, state, local or foreign statute other taxes of limitations any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect tothereto) imposed by any Governmental Entity, including taxes on or with respect to income, franchises, windfall or other profits, gross receipts, occupation, property, transfer, sales, use, capital stock, severance, alternative minimum, payroll, employment, unemployment, social security, workers’ compensation or net worth, and taxes in the nature of excise, withholding, ad valorem, value added or other taxes, fees, duties, levies, customs, tariffs, imposts, assessments, obligations and charges of the same or a similar nature to any extension of a period the foregoing, and (ii) “Tax Return” means any return, report or similar filing (including any elections, notifications, declarations, schedules or attachments thereto, and any amendment thereof) required to be filed with respect to Taxes, including any information return, claim for the assessment refund, amended return or collection of, any material Tax, which waiver or extension is still in effectdeclaration of estimated Taxes.

Tax Matters. All (a) To the Purchaser’s knowledge, all Tax Returns required to be filed by or on behalf of it the Purchaser, each of its Subsidiaries and each affiliated, combined, consolidated or unitary group of which the Purchaser or any of its Subsidiaries is a member (a “Purchaser Affiliated Group”) have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns Tax Returns are complete and accurateaccurate in all material respects. All Taxes attributable to it due and owing by the Purchaser, any Subsidiary of the Purchaser or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes Purchaser Affiliated Group have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries)paid, or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and adequately reserved for. There is no material deficiencies for any Taxes have been proposedaudit, threatenedexamination, asserted deficiency, refund litigation, proposed adjustment or assessed matter in writing against or controversy with respect to any Taxes due and owing by the Purchaser, any Subsidiary of the Purchaser or Tax Returns any Purchaser Affiliated Group which if determined adversely would, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Purchaser. All assessments for Taxes due and owing by the Purchaser, any Subsidiary of it the Purchaser or its Subsidiariesany Purchaser Affiliated Group with respect to completed and settled examinations or concluded litigation have been paid, except to the extent any failures to pay would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect on the Purchaser. No audit assessmentSection 3.13(a) of the Purchaser Disclosure Schedule sets forth (i) the taxable years of the Purchaser for which the statutes of limitations with respect to U.S. federal income Taxes have not expired or have been extended, dispute or claim concerning any material Tax liability is and (ii) with respect to federal income Taxes for such years, those years for which examinations have been completed, those years for which examinations are presently being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and those years for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, examinations have not yet been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Partiesinitiated. Neither it the Purchaser nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to liability under any foreign Tax law or under Treasury Regulation Section 1.1502-6 for U.S. federal income Taxes of any Person (other than it or one the Purchaser and its Subsidiaries, except as would not be reasonably expected to have a Material Adverse Effect on the Purchaser. The Purchaser and each of its SubsidiariesSubsidiaries have complied in all material respects with all rules and regulations relating to the withholding of Taxes, except as would not be reasonably expected to have a Material Adverse Effect on the Purchaser. (b) Neither the Purchaser nor any Subsidiary of the Purchaser has (i) entered into a closing agreement or other similar agreement with a taxing authority relating to Taxes of the Purchaser or any Subsidiary of the Purchaser with respect to Taxes. All material Taxes a taxable period for which the statute of limitations is still open except to the extent such agreement would not have a Material Adverse Effect on the Purchaser, or (determined both individually and in ii) except as set forth on the aggregate) required to be withheldDisclosure Schedule, collected or deposited by or with respect to it and each Subsidiary have been timely withheldU.S. federal income Taxes, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material income Tax, which waiver or extension in either case, that is still outstanding. There are no Liens relating to Taxes upon the assets of the Company or any Subsidiary of the Company other than Liens relating to Taxes not yet due, Liens for which adequate reserves have been established or Liens not in effectexcess of $100,000 in the aggregate. (c) Neither the Purchaser nor any Subsidiary of the Purchaser is a party to or is bound by any Tax sharing agreement, Tax indemnity obligation or similar agreement or practice in respect of Taxes (other than with respect to agreements solely between or among members of the consolidated group of which the Purchaser is the common parent), except to the extent any Tax sharing agreement would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect on the Purchaser.

Tax Matters. All (a) To the extent that failure to do so would adversely impact the Business or the Company Business, the Contributed Assets or Contributor’s ownership of the Contributed Assets, Contributor (i) has timely paid all Taxes it is required to pay and (ii) has timely filed all required federal, state, local and foreign returns, estimates, information statements and reports (“Tax Returns”) relating to any and all Taxes concerning or attributable to the Contributed Assets and such Tax Returns are true and correct and completed in accordance with applicable law. (b) Contributor has, in all material respects, timely paid or withheld with respect to the Transferred Employees (and timely paid over any withheld amounts to the appropriate Tax Authority) all federal and state income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be filed withheld or paid. (c) Contributor does not have Knowledge of any basis for the assertion of any claim for any material liabilities for unpaid Taxes for which Company would become liable as a result of the transactions contemplated by this Agreement or that would result in any Encumbrance on behalf of it or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns the Contributed Assets. (d) There are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or Encumbrances with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (the Contributed Assets, other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes not yet due and payable. (determined both individually and e) To the extent applicable to the Business, the Contributed Assets or Company’s ownership of the Contributed Assets, Contributor has not been delinquent in the aggregate) required to be withheldpayment of any Tax, collected nor is there any Tax deficiency outstanding, assessed or deposited by or with respect to it and each Subsidiary have been timely withheldproposed against Contributor, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor has Contributor executed any of its Subsidiaries has requested or been granted any outstanding waiver of any federal, state, local or foreign statute of limitations with respect to, on or any extension of a the period for the assessment or collection ofof any Tax. (f) To the extent applicable to the Business, the Contributed Assets or Company’s ownership of the Contributed Assets, (i) no audit or other examination of any material TaxTax Return of Contributor is presently in progress, which waiver nor has Contributor been notified of any request for such an audit or extension other examination; (ii) no adjustment relating to any Tax Return filed by Contributor has been proposed formally or, to the Knowledge of Contributor, informally by any tax authority to Contributor or any representative thereof; and (iii) no claim has ever been made by an authority in a jurisdiction where Contributor does not file Tax Returns that it is still in effector may be subject to taxation by that jurisdiction. (g) None of the Contributed Assets is “tax exempt use property” within the meaning of Section 168(h) of the Code.

Tax Matters. Except as set forth on Schedule 3.9: (a) All material Tax Returns required to be filed by such Seller with respect to the Business or on behalf of it or any of its Subsidiaries the Transferred Assets have been duly and timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, (taking into account applicable extensions) and all such filed returns Tax Returns are true, correct and complete and accurate. All in all material respects. (b) Such Seller has timely paid (or caused to be paid) all Taxes attributable to it or any of its Subsidiaries that are or were due or and payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for other than Taxes that are being contested in good faith faith), whether or not shown as due on any Tax Returns, in respect of the Business and the Transferred Assets. (c) All material Taxes required to be withheld and remitted by appropriate proceedings such Seller under any applicable law with respect to the Business or the Transferred Assets have been duly and timely withheld and remitted to the proper Taxing Authority. (d) There are no material Encumbrances on the Transferred Assets for any failure (or alleged failure) to pay Taxes (other than Permitted Encumbrances). (e) Such Seller is not engaged in any audit, examination or investigation by any Taxing Authority for which adequate reservessuch Seller expects a material assessment. No Taxing Authority has asserted any material tax assessments, deficiencies or adjustments related to the Transferred Assets or the Business that has not since been resolved and paid in full. (f) No claim has been made in writing by any Taxing Authority in a jurisdiction where such Seller does not file Tax Returns that the Seller is or may be subject to taxation with respect to the Business or the Transferred Assets in that jurisdiction, which claim has not been resolved and, if applicable, paid. (g) No written agreement waiving or extending, or having the effect of waiving or extending, the statute of limitations or the period of assessment or collection of any material Taxes, in accordance each case, is currently in effect with IFRS respect to the Business or the Transferred Assets. (h) Notwithstanding anything else in this Agreement, the case of Itaú Chile) or Colombian GAAP (representations and warranties made in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries this Section 3.9 (i) is or has ever been a member of do not refer to any matters other than Tax matters that would give rise to an affiliated group Encumbrance (other than a group Permitted Encumbrance) on the common parent of Transferred Assets or a Tax for which is Itaú Chile the Buyer (in the case of Itaú Chileor its Affiliates) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or would be liable and (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) may not be relied upon with respect to Taxes. All material Taxes any taxable periods (determined both individually and in or portions thereof) beginning after the aggregate) required to be withheld, collected or deposited by Closing Date or with respect to it and each Subsidiary have been timely withheld, collected Tax positions taken by the Buyer or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectBuyer’s Affiliates.

Tax Matters. All Except as disclosed in Part 3.15 of the Company Disclosure Schedule: (a) (i) For the past three (3) years, each of the material Tax Returns required to be filed by or on behalf of it the respective Acquired Corporations with any Governmental Body on or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable before the Closing Date (without regard to whether such Taxes have been assessedthe “Acquired Corporation Returns”) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (ii) all amounts shown on the Acquired Corporation Returns to be due or required to be withheld on or before the Closing Date (and all other material Taxes of the Acquired Corporations due or required to be withheld on or before the Closing Date, whether or not shown as due on any Acquired Corporation Returns) have been or will be paid or withheld on or before the Closing Date. (b) Each of the Acquired Corporations has withheld and paid all material Taxes required to have been withheld and paid in full connection with amounts paid or have owing to any employee, independent contractor, creditor, stockholder, or other third party. (c) There are (i) no current examinations or audits of any Acquired Corporation Return in progress involving Taxes and (ii) no written notice of a claim or pending investigation has been adequately provided for on its consolidated balance sheet and consolidated statement received by any of earnings or income in accordance with IFRS (the Acquired Corporations in the case past three (3) years from any Governmental Body in any jurisdiction where an Acquired Corporation does not file Tax Returns or pay Taxes that such Acquired Corporation is or may be subject to Taxes in that jurisdiction or may have a duty to file Tax Returns in that jurisdiction. No extension or waiver of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to limitation period applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by of the Acquired Corporation Returns has been requested or Tax Returns granted or is currently in effect. (d) To the knowledge of it or its Subsidiaries. No audit assessmentthe Company, dispute or claim concerning any material Tax liability is being conducted, no Legal Proceeding is pending or has been threatened in writing against or with respect to the Acquired Corporations in respect of any Tax. No deficiency of material Taxes in respect of the Acquired Corporations has been asserted in writing as a result of any audit or examination by any Governmental Authority. There are no material Liens for Taxes upon Body that has not been resolved or paid in full. (e) None of the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or Acquired Corporations has ever been a member of an affiliated combined, consolidated or unitary Tax group (for purposes of filing any Tax Return other than a group of which the Company was the common parent parent. (f) None of which is Itaú Chile (the Acquired Corporations has entered into any “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4. None of the Acquired Corporations has received a Tax opinion with respect to any transaction relating to an Acquired Corporation other than a transaction in the case ordinary course of Itaú Chilebusiness. (g) or Itaú Colombia There are no Encumbrances for Taxes upon the assets of the Acquired Corporations (other than with respect to liens for Taxes incurred in the case ordinary course of Itaú Colombiabusiness consistent with past practice that are not yet due and payable). (h) filing Since January 1, 2012, none of the Acquired Corporations has requested or received a jointTax ruling, combinedadvance pricing agreement, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated groupcompetent authority relief, or as a transferee or successor, by contractsimilar agreement, or otherwisehas entered into a closing agreement relating to Taxes with any Governmental Body. Neither it nor any None of its Subsidiaries the Acquired Corporations is a party subject to a Tax sharing, allocation, indemnification or similar agreement or any agreement Contract (except such Contracts as are solely among the Acquired Corporations and other than commercial agreements entered into in the ordinary course of business, the principal purpose of which is not related to Taxes) pursuant to which it or any of its Subsidiaries has any could have an obligation to make a payment to any Person in respect of Taxes. None of the Acquired Corporations has entered into any gain recognition agreement under Section 367 of the Code. (other than it i) During the past three (3) years, none of the Acquired Corporations has (i) distributed shares of another Person, or one has had shares of its Subsidiariesstock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code, (ii) with respect to Taxes. All material Taxes participated in an international boycott within the meaning of Section 999 of the Code, or (determined both individually and in iii) made or revoked any election under Treasury Regulations Section 301.7701-3 regarding classification as a corporation, as a partnership, or as a disregarded entity. (j) None of the aggregate) Acquired Corporations will be required to be withheldinclude any item of income in, collected or deposited by exclude any item of deduction from, taxable income for any Tax period (or with respect to it and each Subsidiary have been timely withheld, collected portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a Tax period ending on or deposited as the case may be, and prior to the extent requiredClosing Date under Section 481(c) of the Code (or any corresponding or similar provision of state, have been paid local, or foreign Tax law); (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign Tax law) executed on or prior to the relevant Governmental Authority. Neither it nor any Closing Date; (iii) installment sale or “open transaction” disposition made on or prior to the Closing Date; (iv) prepaid amount received on or prior to the Closing Date; or (v) election under Section 108(i) of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectCode.

Tax Matters. All Tax Returns (a) The Company shall pay any and all transfer Taxes, stamp Taxes or duties, documentary Taxes, or other similar Taxes imposed upon the issuance of shares of Common Stock or Preferred Stock pursuant to this Agreement or the issuance of shares of Common Stock on account of the conversion of Preferred Stock pursuant to the Certificate of Designations; provided that the Company shall not be required to be filed by or on behalf of it or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and pay any such extension Tax that may be payable in connection with any issuance of Common Stock pursuant to a conversion of Preferred Stock to the extent such Tax is payable because a registered holder of Preferred Stock requests Common Stock to be registered in a name other than such registered holder’s name (including in connection with any Convertible Transfer (as defined in the Certificate of Designations)) and, no such Common Stock will be so registered unless and until the registered holder making such request has been granted and paid such taxes to the Company or has not expired, and all established to the satisfaction of the Company that such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) taxes have been paid in full or have been adequately provided for on its consolidated balance sheet are not payable. The Company and consolidated statement Purchaser shall reasonably cooperate to avoid or minimize the imposition of earnings transfer Taxes, stamp Taxes or income in accordance with IFRS (duties, documentary Taxes, or other similar Taxes described in the case first sentence of Itaú Chile), Colombian GAAP this Section 4.13. (b) Notwithstanding anything herein or in the case Certificate of Itaú Colombia Designations to the contrary, the Company and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) any applicable withholding agent shall be entitled to deduct and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for withhold from any Taxes have been proposed, threatened, asserted or assessed in writing against consideration otherwise payable on or with respect to any Taxes due by the Common Stock or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles Preferred Stock (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes upon conversion of any other Person arising from the application of any provision of federal state, local Preferred Stock) such amounts as it is required to deduct or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) withhold with respect to Taxesthe making of such payment under the Code or any other applicable Tax Law. All material Taxes (determined both individually and in If the aggregate) required holder of Preferred Stock is deemed for U.S. federal income tax purposes to be withheld, collected or deposited by or have received a distribution with respect to it and each Subsidiary have been timely withheldthe Preferred Stock, collected the Company or deposited as an applicable withholding agent may satisfy any resulting applicable withholding obligations (including with respect to backup withholding) imposed in connection with such deemed distribution by withholding from any other payments due with respect to the case may bePreferred Stock or Common Stock, and including any payments upon conversion, repurchase or redemption of the Preferred Stock or Common Stock to the extent requiredrequired by applicable Tax Law. If any amounts are so deducted or withheld and subsequently paid to the applicable Governmental Entity, have such deducted or withheld amounts shall be treated for all purposes of this Agreement and the Certificate of Designations as having been paid to the relevant Governmental Authority. Neither it nor any person to which such amounts would have otherwise been payable. (c) Following the Closing, if the Company becomes aware that an event or other occurrence has occurred that, if the Preferred Stock were treated as “preferred stock” for purposes of its Subsidiaries has requested or been granted any waiver Section 305 of any federalthe Code, statewould cause a deemed distribution, local or foreign statute of limitations with respect toto the Preferred Stock, pursuant to Section 305(c) of the Code, the Company shall use commercially reasonable efforts to notify Purchaser of such event or any extension occurrence and shall consult with Purchaser in good faith regarding the treatment of such event or occurrence. The Company and Purchaser agree that there shall be no deemed distribution on the Preferred Stock pursuant to Section 305(c) of the Code in respect of a period difference between the “issue price” and the “redemption price” of the Preferred Stock and except to the extent otherwise required by a “determination” within the meaning of Section 1313(a) of the Code, neither the Company nor Purchaser shall take any position inconsistent therewith. (d) Following the Closing, Purchaser shall provide the Company with a proposed allocation of the Investment Amount among the shares of Common Stock and Preferred Stock delivered at the Closing and the Warrant for U.S. tax purposes. The Company may propose reasonable comments to the assessment or collection ofproposed allocation within fifteen (15) days of receiving the proposed allocation, any material Taxand Purchaser shall consider such comments in good faith. Thereafter, which waiver or extension is still in effectPurchaser shall provide the Company with a final allocation for U.S. tax purposes and such final allocation shall be binding on Purchaser and the Company for all U.S. tax purposes. Thereafter, Purchaser shall provide the Company with a final adjusted allocation for U.S. tax purposes and such final adjusted allocation shall be binding on Purchaser and the Company for all U.S. tax purposes.

Tax Matters. All Except as disclosed on (S) 4A(i) of the Sellers' Disclosure Schedule: (i) The Company has filed all Tax Returns that it was required to be filed by or on behalf of it or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed file. All such Tax Returns were correct and any such extension has been granted and has not expired, and complete in all such filed returns are complete and accuratematerial respects. All Taxes attributable shown to it or any of its Subsidiaries that are or were be due or payable (without regard to whether such Taxes have been assessed) on the Tax Returns have been paid or accrued for on the Balance Sheet. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by a Tax authority in full a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Security Interests on the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax. (ii) The Company has withheld and paid all Taxes required to have been adequately provided for on its consolidated balance sheet withheld and consolidated statement of earnings paid in connection with amounts paid or income in accordance with IFRS (in the case of Itaú Chile)owing to any employee, Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries)creditor, stockholder, or corresponding accounting principles other third party, except for the unlikely event that Taxes may be incurred in connection with an independent contractor of the Company being characterized as an employee. (including those passed by the Chilean Superintendency of Banksiii) and standards pursuant to applicable Law and practice of its jurisdiction and There is no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending Liability of the Company either (A) claimed or has been threatened raised by any Tax authority in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (iiB) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or the Sellers and the directors and officers (and employees responsible for Tax matters) of the Company has Knowledge based upon personal contact with any agent of its Subsidiaries has any obligation to any Person such authority. (other than it or one S) 4A(i) of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any Sellers' Disclosure Schedule lists all federal, state, local local, and foreign income Tax Returns filed with respect to the Company for taxable periods ended on or foreign after December 31, 1996, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of an audit. The Sellers have delivered to the Buyer correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company. (iv) The Company has not waived any statute of limitations with in respect to, of Taxes or agreed to any extension of time with respect to a period for the Tax assessment or collection of, any material Tax, which waiver or extension is still in effectdeficiency. (v) The Company has not made an election under section 341(f) of the Code.

Tax Matters. All Except as disclosed in Part 3.15 of the Company Disclosure Schedule: (i) For the past three (3) years, each of the material Tax Returns required to be filed by or on behalf of it the respective Acquired Corporations with any Governmental Body on or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable before the Closing Date (without regard to whether such Taxes have been assessedthe “Acquired Corporation Returns”) have been or will be filed on or before the applicable due date (including any extensions of such due date), and (ii) all amounts shown on the Acquired Corporation Returns to be due or required to be withheld on or before the Closing Date (and all other material Taxes of the Acquired Corporations due or required to be withheld on or before the Closing Date, whether or not shown as due on any Acquired Corporation Returns) have been or will be paid or withheld on or before the Closing Date. (b) Each of the Acquired Corporations has withheld and paid all material Taxes required to have been withheld and paid in full connection with amounts paid or have owing to any employee, independent contractor, creditor, stockholder, or other third party. (c) There are (i) no current examinations or audits of any Acquired Corporation Return in progress involving Taxes and (ii) no written notice of a claim or pending investigation has been adequately provided for on its consolidated balance sheet and consolidated statement received by any of earnings or income in accordance with IFRS (the Acquired Corporations in the case past three (3) years from any Governmental Body in any jurisdiction where an Acquired Corporation does not file Tax Returns or pay Taxes that such Acquired Corporation is or may be subject to Taxes in that jurisdiction or may have a duty to file Tax Returns in that jurisdiction. No extension or waiver of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to limitation period applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by of the Acquired Corporation Returns has been requested or Tax Returns granted or is currently in effect. (d) To the knowledge of it or its Subsidiaries. No audit assessmentthe Company, dispute or claim concerning any material Tax liability is being conducted, no Legal Proceeding is pending or has been threatened in writing against or with respect to the Acquired Corporations in respect of any Tax. No deficiency of material Taxes in respect of the Acquired Corporations has been asserted in writing as a result of any audit or examination by any Governmental Authority. There are no material Liens for Taxes upon Body that has not been resolved or paid in full. (e) None of the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or Acquired Corporations has ever been a member of an affiliated combined, consolidated or unitary Tax group (for purposes of filing any Tax Return other than a group of which the Company was the common parent parent. (f) None of which is Itaú Chile (the Acquired Corporations has entered into any “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4. None of the Acquired Corporations has received a Tax opinion with respect to any transaction relating to an Acquired Corporation other than a transaction in the case ordinary course of Itaú Chilebusiness. (g) or Itaú Colombia There are no Encumbrances for Taxes upon the assets of the Acquired Corporations (other than with respect to liens for Taxes incurred in the case ordinary course of Itaú Colombiabusiness consistent with past practice that are not yet due and payable). (h) filing Since January 1, 2012, none of the Acquired Corporations has requested or received a jointTax ruling, combinedadvance pricing agreement, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated groupcompetent authority relief, or as a transferee or successor, by contractsimilar agreement, or otherwisehas entered into a closing agreement relating to Taxes with any Governmental Body. Neither it nor any None of its Subsidiaries the Acquired Corporations is a party subject to a Tax sharing, allocation, indemnification or similar agreement or any agreement Contract (except such Contracts as are solely among the Acquired Corporations and other than commercial agreements entered into in the ordinary course of business, the principal purpose of which is not related to Taxes) pursuant to which it or any of its Subsidiaries has any could have an obligation to make a payment to any Person in respect of Taxes. None of the Acquired Corporations has entered into any gain recognition agreement under Section 367 of the Code. (other than it i) During the past three (3) years, none of the Acquired Corporations has (i) distributed shares of another Person, or one has had shares of its Subsidiariesstock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code, (ii) with respect to Taxes. All material Taxes participated in an international boycott within the meaning of Section 999 of the Code, or (determined both individually and in iii) made or revoked any election under Treasury Regulations Section 301.7701-3 regarding classification as a corporation, as a partnership, or as a disregarded entity. (j) None of the aggregate) Acquired Corporations will be required to be withheldinclude any item of income in, collected or deposited by exclude any item of deduction from, taxable income for any Tax period (or with respect to it and each Subsidiary have been timely withheld, collected portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a Tax period ending on or deposited as the case may be, and prior to the extent requiredClosing Date under Section 481(c) of the Code (or any corresponding or similar provision of state, have been paid local, or foreign Tax law); (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign Tax law) executed on or prior to the relevant Governmental Authority. Neither it nor any Closing Date; (iii) installment sale or “open transaction” disposition made on or prior to the Closing Date; (iv) prepaid amount received on or prior to the Closing Date; or (v) election under Section 108(i) of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectCode.

Tax Matters. All (a) The Company and each of its subsidiaries (A) have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all income and other Tax Returns (as defined below) that are material to the Company and its subsidiaries, taken as a whole, required to be filed by any of them and all such filed Tax Returns are complete and accurate in all material respects, (B) have duly and timely paid all Taxes (as defined below) that are material to the Company and its subsidiaries, taken as a whole, and that are required to be paid (whether or not shown as due on behalf such Tax Returns), except with respect to matters contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP and (C) have not waived any statute of it limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, in each case with respect to any such Taxes or Tax assessment or deficiency that are material to the Company and its subsidiaries, taken as a whole, which such waiver or extension is currently in effect. (b) The financial statements contained in the SEC Reports reflect an adequate reserve (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) for all Taxes that are material to the Company and its subsidiaries, taken as a whole, payable by the Company and its subsidiaries for all taxable periods and portions thereof through the date of such financial statements in accordance with GAAP. To the knowledge of the Company, the Taxes payable by the Company and the subsidiaries of the Company since the date of the financial statements contained in the last SEC Reports through the Closing Date with respect to all taxable periods and portions thereof through the Closing Date will not exceed such reserve as adjusted through the Closing Date for the passage of time and ordinary course business operations of the Company and its subsidiaries that is material to the Company and its subsidiaries, taken as a whole. (c) As of the date hereof, there are no pending Tax audits, examinations, investigations or other proceedings with respect to the Company or any of its Subsidiaries subsidiaries that are material to the Company and its subsidiaries taken as a whole. As of the date hereof, to the knowledge of the Company, no such audits, investigations or proceedings have been timely filed or requests for extensions have been timely filed threatened in writing, in each case, that are material to the Company and its subsidiaries, taken as a whole. (d) There are no Liens on any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it of the assets of the Company or any of its Subsidiaries subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax, other than for Taxes that are not yet due and payable or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, reserves have been provided in accordance with IFRS GAAP. (in e) Neither the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its Subsidiaries subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). (if) is or Neither the Company nor any of its subsidiaries (A) has ever been a member any liability for the Taxes of an affiliated group any Person (other than a group the common parent of which is Itaú Chile (in the case of Itaú ChileCompany or its subsidiaries) under Treasury Regulations Section 1.1502-6 or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any similar provision of federal state, local or foreign Law that imposes joint or several liability on members (B) is a party to, is bound by or has an obligation under any Tax sharing, indemnity or allocation agreement (other than those contained in commercial agreements or contracts not primarily related to Tax and entered into in the ordinary course of a consolidated business or affiliated group, any agreement among or as a transferee or successor, by contract, or otherwise. between only the Company and/or any of its subsidiaries). (g) Neither it the Company nor any of its Subsidiaries is subsidiaries has been either a party “distributing corporation” or a “controlled corporation” in a transaction intended to be governed by Section 355 of the Code in the two (2) year period ending on the date of this Agreement. (h) As of the date hereof, no claim has been made in writing by a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries has subsidiaries does not as of the date hereof file a Tax Return that the Company or any obligation subsidiary is or may be subject to amounts of taxation by, or is required to file any Person (other than it or one of its Subsidiaries) Tax Return in, that jurisdiction, in each case, with respect to Taxes. any such amounts or Tax Return that is material to the Company and its subsidiaries, taken as a whole. (i) As of the date hereof, no closing agreements, private letter rulings, technical advance memoranda or similar agreements or rulings have been entered into or issued by any Tax authority with respect to the Company or any subsidiary that will have any effect after Closing with respect to any amounts or items that are material to the Company and its subsidiaries, taken as a whole. (j) All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it the Company and each Subsidiary subsidiary of the Company have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Tax authority, in each case, with respect to any such Taxes that are material to the Company and its subsidiaries, taken as a whole. (k) Neither it the Company nor any subsidiary of its Subsidiaries has requested the Company will be required to include amounts in income, or been granted exclude items of deduction, in a taxable period ending after the Closing Date as a result of (i) a change in method of accounting occurring prior to the Closing Date, (ii) an installment sale or open transaction arising in a taxable period (or portion thereof) ending on or before the Closing Date, (iii) any waiver intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code, (iv) a “closing agreement” as described in Section 7121 of the Code (or any federal, similar provision of state, local or foreign statute Law) executed prior to the Closing Date or (v) an election under Section 108(i) of limitations the Code, in each case, with respect toto any such amounts or items that are material to the Company and its subsidiaries, or any extension taken as a whole. (l) For purposes of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effect.this Agreement:

Tax Matters. (a) All income and other material Tax Returns required by Applicable Law to be filed by with any Taxing Authority by, or on behalf of it of, the Acquired Companies (or any of its Subsidiaries otherwise relating to the Business or Transferred Assets) have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expiredwhen due in accordance with all Applicable Law, and all such filed returns Tax Returns are, or shall be at the time of filing, true and complete in all material respects. (b) All material Taxes required to be paid by the Acquired Companies (or otherwise relating to the Business or Transferred Assets) have been timely paid (whether or not shown on Tax Returns), except for those that are complete being contested by appropriate proceedings as set forth on the Parent Disclosure Schedule and accuratefor which appropriate reserves have been established in the Balance Sheet. All Parent and its Subsidiaries have timely paid all Taxes attributable required to it be paid by Parent and its Subsidiaries (other than the Acquired Companies), the non-payment of which would result in a Lien (other than a Permitted Lien) on any asset of any Acquired Company or any Transferred Asset. (c) The unpaid non-income Taxes of its Subsidiaries that are the Acquired Companies (or were due otherwise relating to the Business or payable Transferred Assets), other than any Taxes described in Section 1.01(a)(iii) of the Parent Disclosure Schedule, do not exceed the amounts set forth on the Balance Sheet (without regard to whether such Taxes deferred tax items and as adjusted for the passage of time between the date of the Balance Sheet and the Closing), and since the date of the Balance Sheet no non-income Tax, other than any Tax described in Section 1.01(a)(iii) of the Parent Disclosure Schedule, has been incurred by an Acquired Company (or otherwise with respect to the Business or Transferred Assets) in connection with any transaction engaged in outside of the ordinary course of business other than those contemplated by the Restructuring Transactions. (d) No extensions or waivers of statutes of limitations have been assessedgiven or requested in respect of Taxes of any Acquired Company (or otherwise relating to the Business or Transferred Assets). (e) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement There is no claim, audit, action, suit, proceeding or, to the Knowledge of earnings or income in accordance with IFRS (in Parent, investigation, now pending or, to the case Knowledge of Itaú Chile)Parent, Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing threatened against or with respect to any Taxes due by Acquired Company (or Tax Returns otherwise relating to the Business or Transferred Assets) in respect of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability or Tax asset. (f) No Acquired Company has received any written claim from any Taxing Authority in a jurisdiction where such Acquired Company does not file Tax Returns that such Acquired Company is being conductedor may be subject to taxation by, is pending or required to file any Tax Return in, that jurisdiction. (g) During the two-year period ending on the date hereof, none of the Acquired Companies was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code. (h) None of the Acquired Companies has participated in a “listed transaction” within the meaning of the Treasury Regulation Section 1.6011-4(b). (i) The Acquired Companies have (i) withheld and timely paid all material Taxes required to have been threatened withheld and paid in writing connection with any amounts paid or owing to any employee, independent contractor, creditor, equity holder or other Person, and (ii) correctly classified those individuals performing services as common law employees, leased employees, independent contractors, or agents. (j) All sales, use, valued added and similar Taxes with respect to sales or leases made or services provided to customers by an Acquired Company or in connection with the Business have been properly collected and remitted. For all sales, leases or provision of services made by an Acquired Company or with respect to the Business for which sales, use, valued added or similar Taxes were not remitted or charged, such transactions were exempt from such Taxes, and the applicable Acquired Company (or other applicable Person), received and retained any Governmental Authority. appropriate Tax exemption certificates and other documentation qualifying such sale, lease or provision of services as exempt. (k) There are no material Liens for Taxes upon the assets or properties of it any Acquired Company or its Subsidiariesthe Transferred Assets, except for Taxes that are being contested Permitted Liens. (l) As of the Closing, each Selling Entity will be a separate regarded entity (or owned by a separate regarded entity) such that, as of the Closing, VS Holdco will be classified as a partnership, and will have been for its entire existence, classified as a partnership or a disregarded entity, in good faith by appropriate proceedings each case, for U.S. federal (and relevant state) income tax purposes, no election will be pending with respect to the income tax classification of VS Holdco and no Person will have been designated as a “partnership representative” or “designated individual” for which adequate reservesVS Holdco within the meaning of Section 6223 and the Treasury Regulations thereunder. The U.S. federal (and relevant state) income Tax classification of each Acquired Company as of the date hereof and following the completion of the Restructuring Transactions is set forth on the Parent Disclosure Schedule and, except as required to effect the Restructuring Transactions in accordance with IFRS the Restructuring Plan, no election is pending to change the income Tax classification of any Acquired Company. (in the case of Itaú Chilem) No closing agreements, private letter rulings, technical advance memoranda or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries)similar agreements or rulings have been entered into, requested, or corresponding accounting principles (including those passed issued by the Chilean Superintendency of Banks) and standards pursuant any Taxing Authority with respect to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries the Acquired Companies that will have a material impact on the Tax liabilities (or the net taxable income or loss) of the Acquired Companies after Closing. (n) No Acquired Company will be required to include any material item of 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) is change in or use of an improper method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date, (ii) intercompany transactions occurring at or prior to the Closing Date, (iii) installment sale or open transaction disposition made on or prior to the Closing Date, (iv) agreements with any Taxing Authority, or (v) prepaid amount received or deferred revenue accrued on or prior to the Closing Date. (o) No Acquired Company (i) has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a jointaffiliated, consolidated, combined, unitary or consolidated other group filing a combined, consolidated, unitary or similar Tax Return (other than a Parent Tax Group), or (ii) has any material liability for the Taxes of any Person as a transferee, successor, or other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries Applicable Law. (p) No Acquired Company is a party to a any Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or could have a material liability for Taxes of any of its Subsidiaries has any obligation to any other Person (other than it including Parent or one of its Subsidiaries) with respect other than (i) pursuant to Taxes. All material Taxes (determined both individually and typical arrangements included in agreements entered into in the aggregateordinary course of business for which Taxes are not the principal subject matter, (ii) required agreements solely between Acquired Companies, or (iii) agreements that will be terminated on or prior to be withheldthe Closing such that no Acquired Company will have any liability under such agreement after the Closing. No Acquired Company is subject to any agreement requiring it to share any Tax benefits with any other Person. (q) The Acquired Companies and Business are in compliance in all material respects with Applicable Laws relating to abandoned or unclaimed property or escheat, collected or deposited by or with respect to it and each Subsidiary have been timely withheldincluding, collected or deposited as the case may be, and to the extent requiredrequired by Applicable Laws, have been paid to reporting and remitting all amounts held, due or owing by the relevant Governmental Authority. Neither it nor any of Acquired Companies or the Business that remain unclaimed or unpaid. (r) Parent and its Subsidiaries has requested have complied in all material respects with all performance agreements included in any “enterprise zone tax incentive” agreement governing DC2, DC4, DC5, or been granted any waiver of any federalDC6 or other material property owned by, state, local or foreign statute of limitations with respect leased to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectan Acquired Company.

Tax Matters. All (a) The Company and each of its Subsidiaries (i) have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them with the appropriate taxing authority and all such filed Tax Returns are complete and accurate in all material respects; (ii) have paid all material Taxes that are required to be paid (whether or not shown on behalf any Tax Returns) except for Taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (iii) have withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, shareholder, creditor, independent contractor or third party (each as determined for Tax purposes); (iv) have complied in all material respects with all information reporting (and related withholding) and record retention requirements; and (v) have not waived any statute of it limitations with respect to a material amount of Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency. (b) The U.S. federal income Tax Returns of the Company and each of its Subsidiaries for all years up to and including 2010 have been examined by 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. (c) No deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries. There are no pending or threatened in writing disputes, claims, audits, examinations or other proceedings regarding any material Taxes of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries. (d) In the last six years, neither the Company nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that the Company or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and was required to file any such extension material Tax Return that was not filed. (e) The Company has been granted and has not expiredmade available to Parent prior to the date of this Agreement true, correct, and all such filed returns 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 years. (f) There are complete no Encumbrances for material Taxes (except Taxes not yet due and accurate. All Taxes attributable to it payable) on any of the assets of the Company or any of its Subsidiaries. (g) Neither the Company nor any of its Subsidiaries that are is a party to or were due is bound by any Tax sharing, allocation or payable indemnification agreement or arrangement (without regard to whether other than (x) such Taxes have been assessed) have been paid in full an agreement or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings arrangement exclusively between or income in accordance with IFRS (in among the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia Company and its SubsidiariesSubsidiaries or (y) ordinary course commercial agreements not primarily related to Tax), or corresponding accounting principles . (including those passed by h) Neither the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its Subsidiaries (iA) is or has ever been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which is Itaú Chile (in was the case of Itaú ChileCompany) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (iiB) has any material liability for the Taxes of any Person (other Person arising from than the application Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of federal stateLaw), local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, contract or otherwise. . (i) Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it Company nor any of its Subsidiaries has requested been, within the past 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, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. (j) Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). (k) At no time during the past five years has the Company been granted any waiver a United States real property holding corporation within the meaning of any Section 897(c)(2) of the Code. (l) As used in this Agreement, (i) the term “Tax” (including, with correlative meaning, the term “Taxes”) includes all federal, state, local and foreign income, profits, franchise, net income, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or foreign statute assessments of limitations any nature whatsoever, together with all interest, penalties and additions imposed with respect toto such amounts and any interest in respect of such penalties and additions, and (ii) the term “Tax Return” includes all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) relating to Taxes, including any schedule or attachment thereto, and including any extension of a period for the assessment amendment thereof, required to be filed or collection of, any material Tax, which waiver or extension is still in effectsupplied to Governmental Entity.

Tax Matters. All (a) (i) Each income and other material Tax Returns Return required to be filed by or on behalf of it any Acquired Corporation on or any of its Subsidiaries before the date hereof have been timely filed or requests for (including any extensions of such due date), and have been timely filed prepared in compliance with all applicable Legal Requirements and any such extension has been granted are accurate and has not expiredcomplete in all material respects, and (ii) all such filed returns are complete income and accurate. All other material Taxes attributable payable by the Acquired Corporations (whether or not shown to it be due on Tax Returns of an Acquired Corporation) or required to be withheld, collected or deposited by the Acquired Corporation (including any of its Subsidiaries that are or were due or payable (without regard Taxes required to whether such Taxes have been assessedwithheld and paid in connection with any amounts paid or owing to any employee, independent contractor, customer, creditor, stockholder or other third party) on or before the date hereof have been paid in full or have been adequately provided withheld, collected or deposited (and, to the extent required, paid to the relevant Governmental Body). (b) The Company’s Balance Sheet has accrued all actual and estimated liabilities for on its consolidated balance sheet and consolidated statement of earnings or income all material unpaid Taxes with respect to all periods through the date thereof in accordance with IFRS (GAAP. The Acquired Corporations have established, in the case ordinary course of Itaú Chile)business and consistent with past practices, Colombian GAAP reserves adequate for the payment of all material unpaid Taxes of the Acquired Corporations for the period from the date of the Balance Sheet through the date hereof. (in c) There are no outstanding or pending or, to the case Company’s knowledge, threatened actions, suits, examinations, audits, assessments, disputes or claims of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any income or other material Tax or Tax Return of any Acquired Corporation. No deficiency for any material Tax has been asserted or assessed by a Tax authority in writing against an Acquired Corporation, which deficiency has not been paid, settled or withdrawn. No written claim has been received by an Acquired Corporation from any Governmental Body in any jurisdiction where an Acquired Corporation does not file Tax Returns that an Acquired Corporation is or may be subject to Taxes due by in that jurisdiction. (d) The Company has delivered or made available to Parent or Parent’s representatives accurate and complete copies of all income Tax Returns of it or its Subsidiariesthe Acquired Corporations, and all audit reports and similar documents relating to income Tax Returns of the Acquired Corporations. No audit assessment, dispute extension or claim concerning waiver of the limitation period applicable to any Tax Returns or any material Tax liability is being conducted, is pending or Taxes of an Acquired Corporation has been threatened granted and is currently in writing effect. No closing agreement, private letter ruling, technical advice memorandum, advance pricing agreement, consent to an extension of time to make an election or consent to a change of method of accounting, has been requested from, entered into with or issued by a Governmental Body with respect to any Acquired Corporation. (e) No payment or benefit made by any Governmental Authorityof the Acquired Corporations in connection with the Transactions would be non-deductible under Section 280G of the Code. There are no material Liens for Taxes upon None of the assets of it Acquired Corporations is party to any agreement, contract, arrangement or its Subsidiaries, except for Taxes plan that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (has resulted or could result in the case payment of Itaú Chileany amount that will not be fully deductible as a result of Section 162(m) of the Code (or Colombian GAAP any comparable provision of state, local or foreign Legal Requirement). The Acquired Corporations are not a party to any Employee Plan or other Contract that would require, nor do the Acquired Corporations have any obligation (in the case of Itaú Colombia and its Subsidiariescurrent or contingent), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards to compensate any individual for excise taxes paid pursuant to applicable Law and practice Section 4999 of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any the Code. (f) None of its Subsidiaries the Acquired Corporations (i) is or has ever been a member of an affiliated group (within the meaning of Section 1504(a) of the Code) filing a consolidated federal income Tax Return (other than a group the common parent of which is Itaú Chile (in was the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a jointCompany), combined, unitary or consolidated Tax Return or (ii) has incurred any material liability for the Taxes of any Person (other Person arising from than the application Company) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated groupLegal Requirement), or as a transferee or successor, by contractpursuant to a Contract, pursuant to applicable Legal Requirements, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person otherwise (other than it or one of its Subsidiaries) pursuant to customary provisions included in credit agreements, leases, and agreements entered with respect employees, in each case, not primarily related to Taxes. All material Taxes (determined both individually and entered into in the aggregateordinary course of business). (g) No Acquired Corporation has been either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. (h) No Acquired Corporation has entered into any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b). (i) Neither the Company nor any Acquired Corporation will be required to be withheldinclude any material item of income in, collected or deposited exclude any material item of deduction from, the computation of 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, or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date, (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax Legal Requirement) executed on or prior to the Closing Date, (iii) installment sale or open transaction disposition made on or prior to the Closing Date, (iv) prepaid amount received on or prior to the Closing Date, (v) deferred intercompany gain or excess loss account described in the Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Tax Legal Requirement) or (vi) election under Section 108(i) of the Code. (j) The Company is not, and has not been, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii). (k) Part 3.15(k) of the Company Disclosure Schedule lists (i) each jurisdiction in which the Company and its Subsidiaries are required to file Tax Returns and/or have a place of business, taxable presence, or permanent establishment, (ii) the tax classification of each of the Company’s Subsidiaries for U.S. federal income Tax purposes, and (iii) the types of Tax Returns filed by or with respect on behalf of the Company and its Subsidiaries in such jurisdictions. (l) No Acquired Corporation is subject to it Tax in any country other than its country of incorporation, organization or formation by virtue of having employees, a permanent establishment or other place of business in that country. The Acquired Corporations are, and each Subsidiary have been timely withheldat all relevant times, collected or deposited as the case may bein substantial compliance with all applicable transfer pricing laws and regulations, and to have maintained all material documentation required (under Section 482 of the extent required, have been paid to the relevant Governmental Authority. Neither it nor Code and any of its Subsidiaries has requested or been granted any waiver of any other applicable federal, state, local or foreign statute of limitations with respect toLegal Requirements), if any, for all transfer pricing arrangements. (m) No Acquired Corporation is, or ever has been, a “controlled foreign corporation” as defined in Section 957(a) of the Code, a “passive foreign investment company” as defined in Section 1297 of the Code, or a “surrogate foreign corporation” as defined in Section 7874(a)(2)(B) of the Code, and no Acquired Corporation that is organized outside of the United States is subject to U.S. federal income Tax under any extension provision of a period the Code. No Acquired Corporation that is organized outside of the United States has engaged in any transaction that would result in the inclusion of any income under Section 951 of the Code by Parent for the assessment or collection of, taxable period that includes the Closing Date. No Acquired Corporation that is organized outside of the United States is subject to any material Tax, which waiver or extension gain recognition agreement under Section 367 of the Code. No Acquired Corporation that is still in effectorganized outside of the United States has ever filed an election on IRS Form 8832.

Tax Matters. All (a) Xxxxxx and each of its Subsidiaries have timely filed federal income tax returns for each year through December 31, 2009 and have timely filed, or caused to be filed, all other Tax Returns required to be filed with respect to Xxxxxx or any of its Subsidiaries. All Taxes due by or on behalf of it Xxxxxx or any of its Subsidiaries have been timely filed paid or requests for extensions adequate reserves have been timely filed and established on the Xxxxxx Financial Statements for the payment of such Taxes. Neither Xxxxxx nor any of its Subsidiaries will have any liability for any such extension has been granted Taxes in excess of the amounts so paid or reserves or accruals so established, except where such liability would not, individually or in the aggregate, have a Material Adverse Effect on Xxxxxx. (b) All Tax Returns filed by Xxxxxx and has not expired, and all such filed returns each of its Subsidiaries are complete and accurateaccurate in all material respects. All Neither Xxxxxx nor any of its Subsidiaries is delinquent in the payment of any material Tax, and none of them has requested any extension of time within which to file any Tax Returns which have not since been filed. No material audit, examination, deficiency, adjustment, refund claim or litigation with respect to Tax Returns, paid Taxes, unpaid Taxes attributable or Tax attributes of Xxxxxx has been proposed, asserted or assessed (tentatively or otherwise). There are currently no agreements in effect with respect to it Xxxxxx or any of its Subsidiaries that are to extend the period of limitations for the assessment or were due collection of any Tax. (c) Except as Previously Disclosed, neither the Transactions nor the termination of the employment of any employees of Xxxxxx prior to or payable (without regard to whether such Taxes have been assessed) have been paid following consummation of the Transactions will result in full Xxxxxx or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (ior any successor thereof) making or being required to make any “excess parachute payment” as that term is or has ever been a member defined in Section 280G of an affiliated group the Code. (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chiled) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it Xxxxxx nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it providing for the allocation or sharing of, or indemnification for, Taxes. (e) Except as Previously Disclosed, neither Xxxxxx nor any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) is required to be withheld, collected or deposited by or with respect include in income any adjustment in any taxable period ending after the date hereof pursuant to it and each Subsidiary have been timely withheld, collected or deposited as Section 481(a) of the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Code. (f) Neither it Xxxxxx nor any of its Subsidiaries has requested executed or been granted entered into any waiver written agreement with any Tax authority conceding or agreeing to any treatment of Taxes or Tax attributes, including, without limitation, an IRS Form 870 or Form 870-AD, closing agreement or special closing agreement, affecting Xxxxxx or any federal, of its Subsidiaries pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state, local or foreign statute law, which agreement would have a material impact on the calculation of limitations with respect to, the Taxes of CBSI or any extension of a period for its Subsidiaries after the assessment or collection of, any material Tax, which waiver or extension is still in effectEffective Time.

Tax Matters. All (a) The Company and each of its Subsidiaries have (i) prepared and timely filed (taking into account any validly obtained extension of time within which to file) all income and other material Tax Returns that it or they have been required to file under Applicable Law in connection with the determination, assessment or collection of any Tax concerning or attributable to the Company and each of its Subsidiaries or its operations and such Tax Returns are true, correct and complete in all material respects, have been completed in accordance with Applicable Law and accurately set forth in all material respects all items to the extent required to be filed by reflected or included on behalf such Tax Returns and (ii) timely paid all material Taxes they are required to pay (whether or not shown on a Tax Return). (b) The Company and each of it its Subsidiaries have paid or withheld, with respect to their employees, stockholders, creditors, customers and other third parties, all material U.S. federal, state and foreign Taxes required to be paid or withheld, and have timely paid any such Taxes over to the appropriate authorities. (c) Neither the Company nor any of its Subsidiaries is delinquent in the payment of any Tax, nor is there any material Tax deficiency outstanding, assessed or proposed against the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries have been timely filed executed any waiver of any statute of limitations on or requests extending the period for extensions have been timely filed and the assessment or collection of any such extension Tax. (d) Neither the Company nor any of its Subsidiaries has been granted and has not expired, and all such filed returns are complete and accurate. All received notice from a Taxing Authority indicating that it plans to assess any additional Taxes attributable to it against the Company or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes for any period for which Tax Returns have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiariesfiled. No audit assessmentor other examination of any Tax Return of the Company or any of its Subsidiaries is presently in progress, dispute nor has the Company or claim concerning any material of its Subsidiaries been notified in writing of any request for such an audit or other examination. No adjustment relating to any Tax liability is being conducted, is pending Return filed by the Company or any of its Subsidiaries has been threatened proposed in writing by any Governmental Taxing Authority. There Other than pursuant to an audit or other examination reflected in Section 4.13(d) of the Company Disclosure Schedules, there are no material Liens for matters relating to Taxes upon under discussion between any Taxing Authority and the assets Company or any of it or its Subsidiaries. (e) The Company has Made Available to Parent true, except correct and complete copies of all Tax Returns for Taxes that are being contested in good faith by appropriate proceedings the Company and for which adequate reservesits Subsidiaries filed since January 1, 2015. (f) No currently unresolved claim has been made in accordance with IFRS writing by any Taxing Authority in a jurisdiction where the Company or a Subsidiary of the Company does not file Tax Returns that the Company or such Subsidiary is or may be subject to taxation by that jurisdiction. Neither the Company nor any Subsidiary of the Company has (or has ever had) any obligation to file Tax Returns or pay Taxes in any jurisdiction other than in the case of Itaú Chile) or Colombian GAAP (jurisdiction in the case of Itaú Colombia and its Subsidiaries)which such Company, or corresponding accounting principles Subsidiary of the Company, as applicable, is organized. (including those passed by g) Neither the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (within the meaning of Section 1504(a) of the Code) other than a group the common parent of which is Itaú Chile (in was the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a jointCompany, combined, unitary or consolidated Tax Return or (ii) is a party to any Tax sharing, indemnification or allocation agreement, or owes any amount under any such agreement (other than Tax indemnification clauses under customary commercial leases or contracts not primarily related to Taxes entered into in the ordinary course of business), (iii) has any material liability Liability for the Taxes of any Person (other Person arising from than the application of Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated groupLaw), or as a transferee or successor, by contractContract, by operation of law or otherwise. otherwise or (iv) has ever been a party to any joint venture, partnership or other arrangement that could be treated as a partnership for Tax purposes. (h) There are (and immediately following the Effective Time there will be) no Liens on the assets of the Company or any of its Subsidiaries relating or attributable to Taxes other than Permitted Liens. (i) Neither it the Company nor any of its Subsidiaries has engaged in a “reportable transaction,” as set forth in Treasury Regulation Section 1.6011-4(b) or any similar provision of state, local or foreign Law, or any transaction that is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or listed transaction as set forth in Treasury Regulation Section 1.6011-4(b)(2). (j) Neither the Company nor any of its Subsidiaries has any obligation constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to any Person qualify for tax-free treatment under Sections 355 and 361 of the Code. (other than it or one k) To the Company’s Knowledge, the Company and each of its SubsidiariesSubsidiaries is in compliance with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order. (l) with respect Neither the Company nor any of its Subsidiaries will be required to Taxes. All material Taxes include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (determined both individually and or portion thereof) ending after the Closing Date as a result of (i) any installment sale or open transaction disposition made on or prior to the Closing Date, (ii) any prepaid amount received outside of the ordinary course of business on or prior to the Closing Date, (iii) any “closing agreement,” as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign income Tax Law) entered into on or prior to the Closing Date, (iv) a change in the aggregatemethod of accounting for a period ending prior to or including the Closing Date, (v) required an election pursuant to be withheldSection 108(i) of the Code made effective on or prior to the Closing Date, collected (vi) any “gain recognition agreement” described in Treasury Regulations promulgated under Section 367 of the Code or deposited by the utilization of dual consolidated losses described in Treasury Regulations promulgated under Section 1503(d) of the Code (or, in each case, any corresponding provision of state, local or with respect foreign income Tax Law) on or prior to it the Closing Date or (vii) the application of Section 965 of the Code (including Section 965(h)). (m) Neither the Company nor any of its Subsidiaries has received any letter ruling from the IRS (or any comparable ruling from any other Taxing Authority). (n) The Company and each Subsidiary have been timely withheldof its Subsidiaries are in compliance in all material respects with all transfer pricing requirements in all jurisdictions in which the Company or the relevant Subsidiary, collected or deposited as the case may be, does business, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company and each of its Subsidiaries. The prices for any property or services (or for the use of any property) provided by or to the extent required, have been paid to the relevant Governmental Authority. Neither it nor Company or any of its Subsidiaries has requested or been granted any waiver are arm’s length prices in all material respects for purposes of any federalthe relevant transfer pricing Laws, state, local or foreign statute including Treasury Regulations promulgated under Section 482 of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectCode.

Tax Matters. (a) All material Tax Returns required to be filed by or on behalf of it or any of its with respect to Utah and the Utah Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired(taking into account applicable extensions), and all such filed returns Tax Returns are complete true, correct and accuratecomplete. All material Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes Utah and the Utah Subsidiaries, whether or not shown as due by on such Tax Returns, have been paid, or Tax Returns adequate reserves therefor in accordance with GAAP have been provided on the consolidated financial statements of it or its Subsidiaries. No audit assessment, dispute or claim concerning Utah contained in the Utah SEC Documents. (b) There are no agreements in effect extending the period for assessment of collection of any material Tax liability is being conducted, is pending or has Taxes of Utah and the Utah Subsidiaries that have been threatened in writing by filed with any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS . (in the case of Itaú Chilec) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited withheld by or with respect to it Utah and each Subsidiary the Utah Subsidiaries have been timely withheldwithheld and, collected or deposited as the case may be, and to the extent required, have been paid over to the relevant appropriate Governmental Authority. (d) No deficiency for any material amount of Taxes has been asserted or assessed by any Governmental Authority in writing against Utah or any Utah Subsidiary (or, to the knowledge of Utah, has been threatened or proposed), except for deficiencies which have been satisfied by payment, settled or withdrawn. No claim, audit or other proceeding by any Governmental Authority is pending or threatened in writing with respect to any material Taxes due from Utah and the Utah Subsidiaries. (e) Neither it Utah nor any Utah Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of its Subsidiaries Section 355(a)(1)(A) of the Code) during the two-year period ending on the date of this Agreement. (f) Neither Utah nor any Utah Subsidiary has requested participated in a “listed transaction” as defined in Treasury Regulations Section 1.6011-4(b)(2). (g) There are no Liens for material Taxes (other than Permitted Liens) upon the assets of Utah or been granted any waiver of the Utah Subsidiaries. (h) Neither Utah nor any Utah Subsidiary is party to any Contract relating to the allocation, sharing or indemnification of Taxes, other than (i) the Tax Matters Agreement and (ii) Contracts containing customary gross-up or indemnification provisions entered into in the ordinary course of business, the primary purposes of which do not relate to Taxes. (i) No Governmental Authority has notified Utah or any Utah Subsidiary in writing that it is or may be subject to taxation by a jurisdiction in which it does not presently file Tax Returns. (j) Utah Newco Sub was formed solely for the purpose of engaging in the Combination, and does not have any material assets and has not engaged in any business activities or conducted any operations other than in connection with the Combination. Utah Newco was formed solely for the purpose of the Combination, and does not have any material assets (other than all of the outstanding Utah Newco Sub Ordinary Shares) and has not engaged in any business activities or conducted any operations other than in connection with the Combination. (k) As of the date hereof, Utah is not aware of the existence of any federal, state, local or foreign statute of limitations with respect tofact, or has taken or agreed to take any extension action, that would reasonably be expected to prevent or impede (i) the Intended Tax Treatment or (ii) Utah from delivering the Utah Representation Letter at the applicable time set forth in Section 8.3(e). (l) As of the date hereof, Utah’s expectation is that neither the Utah Merger nor the Asset Sale would give rise to a period material United Kingdom corporation Tax liability for any of the assessment or collection ofUtah Parties. (m) The representations and warranties set forth in this Section 7.14 and, any material Taxto the extent relating to Tax matters, which waiver or extension is still in effectSection 7.12, constitute the sole and exclusive representations and warranties of Utah regarding Tax matters.

Tax Matters. All (a) Except as disclosed in Section 2.07 of the Disclosure Schedule, Company and each of its Subsidiaries have filed all Tax Returns required to be filed by them, except where failures to file such Tax Returns would not, individually or in the aggregate, have a Company Material Adverse Effect, and all such Tax Returns are complete and accurate in all material respects. Company and each of its Subsidiaries have paid (or Company has paid on behalf their behalf) all Taxes, whether or not shown as due on such Tax Returns. The most recent financial statements referred to in Section 2.06 reflect an adequate reserve for all Taxes payable by Company and its Subsidiaries for all taxable periods and portions thereof accrued through the date of it such financial statements and no liabilities for Taxes have been incurred by Company or any of its Subsidiaries have been timely filed subsequent to such date other than in the ordinary course of its business. (b) No action, suit, investigation, audit, claim, assessment or requests for extensions have been timely filed and any such extension has been granted and has not expiredadjustment is pending or, and all such filed returns are complete and accurate. All to the Company's knowledge, proposed or threatened with respect to a material amount of Taxes attributable to it of Company or any of its Subsidiaries that are Subsidiaries. (c) There is no agreement or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries)other document extending, or corresponding accounting principles (including those passed by having the Chilean Superintendency effect of Banks) and standards pursuant to applicable Law and practice extending, the period of its jurisdiction assessment or collection of any material amount of Taxes and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or power of attorney with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by executed or filed with any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS taxing authority. (in the case of Itaú Chiled) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it Company nor any of its Subsidiaries is a party to a or is bound by any Tax sharingsharing agreement, indemnification Tax indemnity obligation or similar agreement, arrangement or practice with respect to a material amount of Taxes (including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any agreement pursuant to taxing authority), and none of Company or any Subsidiary has been a member of any group of corporations filing federal, state, local or foreign Tax Returns on a combined or consolidated basis other than each such group of which it is currently a member. (e) Neither Company nor any of its Subsidiaries shall be required to include in a taxable period ending after the Effective Time a material amount of taxable income attributable to income that accrued in a prior taxable period but was not recognized in any prior taxable period as a result of the installment method of accounting. (f) All material amounts of Taxes which Company or any Subsidiary is required by law to withhold or to collect for payment have been duly withheld and collected, and have been paid or accrued. (g) Neither Company nor any of its Subsidiaries has any obligation filed a consent pursuant to Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any Person disposition of a subsection (other than it f) asset (as such term is defined in Section 341(f)(2) of the Code) owned by Company or one any of its Subsidiaries. (h) with respect Except as disclosed in Section 2.07 of the Disclosure Schedule, neither Company nor any of its Subsidiaries is a party to Taxes. All material Taxes any agreement, contract or arrangement (determined both individually including this Agreement and any ancillary agreements) that could result, separately or in the aggregate) required to , in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code or that would not be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and deductible pursuant to the extent terms of Section 162(m) of the Code. (i) Neither Company nor any of its Subsidiaries is a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code. (j) Neither Company nor any of its Subsidiaries has agreed, or is otherwise required, have been paid to make any adjustments pursuant to Code Section 481(a) or any similar provision of state, local or foreign law, or has any application pending with any taxing authority requesting permission for a change in accounting methods. (k) Except as disclosed in Section 2.07 of the relevant Governmental Authority. Neither it Disclosure Schedule, neither the Company nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any an extension of time for filing any Tax Return that has not yet been filed. (l) To the Company's knowledge, Company and its Subsidiaries have not taken any action which would prevent the Merger from constituting a period for reorganization within the assessment or collection of, any material Tax, which waiver or extension is still in effectmeaning of Section 368(a) of the Code.

Tax Matters. All Tax Returns (a) The Company and each of its Subsidiaries have timely filed all returns and reports relating to Taxes (including income Taxes, withholding Taxes and estimated Taxes) required to be filed by or on behalf applicable Law with respect to the Company and each of it its Subsidiaries or any of their income, properties or operations as of the date hereof. All such returns are true, correct and complete and accurately set forth all items required to be reflected or included in such returns by applicable federal, state, local or foreign Tax Laws. The Company and each of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and paid all such filed returns are complete and accurate. All Taxes attributable to it the Company or any of its Subsidiaries that are or were due or and payable (by them without regard to whether such Taxes have been assessed. The Company has made available to Parent true, correct and complete copies of all income and franchise Tax returns set forth under the heading “List of Tax Returns Provided” in Section 3.11 of the Disclosure Letter. (b) The Company and each of its Subsidiaries have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income made adequate provisions in accordance with IFRS (United States generally accepted accounting principles, appropriately and consistently applied, in the case of Itaú Chile), Colombian GAAP (consolidated financial statements included in the case Company SEC Reports for the payment of Itaú Colombia all Taxes for which the Company or any of its Subsidiaries may be liable for the periods covered thereby that were not yet due and payable as of the dates thereof, regardless of whether the liability for such Taxes is disputed. (c) All federal income Tax returns of the Company and each of its Subsidiaries)Subsidiaries have been audited and settled, or corresponding accounting principles (including those passed by are closed to assessment, for all years through the Chilean Superintendency year ending in 1999. There is no written claim or assessment pending or, to the knowledge of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposedthe Company, threatened, asserted or assessed threatened in writing against the Company or any of its Subsidiaries for any alleged deficiency in Taxes, and the Company does not know of any audit or investigation with respect to any Taxes due liability of the Company or any of its Subsidiaries for Taxes. There are no agreements in effect to extend the period of limitations for the assessment or collection of any Tax for which the Company or any of its Subsidiaries may be liable. (d) The Company and each of its Subsidiaries have withheld from their employees (and timely paid to the appropriate Governmental Entity) proper and accurate amounts for all periods through the date hereof in compliance with all Tax withholding provisions of applicable federal, state, local and foreign Laws (including, without limitation, income, social security, and employment Tax withholding for all types of compensation). (e) The Company and each of its Subsidiaries have withheld (and timely paid to the appropriate Governmental Entity) proper and accurate amounts for all periods through the date hereof in compliance with all Tax withholding provisions of applicable federal, state, local and foreign Laws other than provisions of employee withholding (including, without limitation, withholding of Tax on dividends, interest, and royalties and similar income earned by nonresident aliens and foreign corporations and withholding of Tax on United States real property interests). (f) There is no contract or agreement in existence (other than a contract or agreement between or among the Company and its Subsidiaries or between or among Subsidiaries of the Company) under which the Company or any of its Subsidiaries has, or may at any time in the future have, an obligation to contribute to the payment of any portion of a Tax Returns (or pay any amount calculated with reference to any portion of it a Tax) of any group of corporations of which the Company or any of its Subsidiaries. No audit assessmentSubsidiaries is or was a part. (g) To the knowledge of the Company, dispute or no claim concerning any material Tax liability is being conducted, is pending or has ever been threatened made in writing by any Governmental Authority. There are no material Liens for Taxes upon authority in a jurisdiction where neither the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its Subsidiaries (i) filed Tax returns that it is or has ever been a member of an affiliated group may be subject to taxation by that jurisdiction. (other than a group h) Neither the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it Company nor any of its Subsidiaries has requested executed any closing agreement during the three-year period ending on the date hereof pursuant to Section 7121 of the Code or been granted any waiver of any federal, state, local or foreign statute of limitations with respect topredecessor provision thereof, or any extension similar provision of state or local law. (i) To the knowledge of the Company, the Company and each of its Subsidiaries has disclosed on its federal income Tax returns all positions taken therein that could give rise to a period substantial understatement of federal income Tax within the meaning of Code Section 6662. (j) To the knowledge of the Company, the Company and each of its Subsidiaries have maintained the books and records required to be maintained pursuant to Section 6001 of the Code and the rules and regulations thereunder. (k) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for Tax-free treatment under Section 355 of the Code within the past two years. (l) For purposes of this Agreement, “Tax” shall mean all taxes, levies, imposts, duties, and other assessments, including any income, alternative minimum or add-on Tax, estimated, gross income, gross receipts, sales, use, transfer, transactions, intangibles, ad valorem, value-added, franchise, registration, title, license, capital, paid-up capital, profits, withholding, employee withholding, payroll, worker’s compensation, unemployment insurance, social security, employment, excise (including the federal communications excise tax under Section 4251 of the Code), severance, stamp, transfer, occupation, premium, recording, real property, personal property, federal highway use, commercial rent, environmental (including taxes under Section 59A of the Code) or windfall profit tax, custom, duty or other tax, or other like assessment of any kind whatsoever, together with any interest, penalties, or collection ofadditions to Tax that may become payable in respect thereof imposed by any country, any material Taxstate, which waiver county, provincial or extension local government or subdivision or agency thereof. It is still in effectagreed and understood that the only representation and warranty provided by the Company hereunder regarding Taxes is this Section 3.11.

Tax Matters. All Tax Returns required to be filed by or on behalf of it or any of its Subsidiaries have been (a) Each Asset Seller and each Acquired Company has timely filed or requests for extensions have been had timely filed and any such extension has been granted and has not expiredon its behalf all Tax Returns (as defined below) that it was required to file (separately or as part of a consolidated, combined or unitary group) and all such filed returns Tax Returns are true, correct and complete in all material respects. Each Asset Seller and accurateeach Acquired Company has timely paid (or had paid on its behalf) and will timely pay all Taxes (as defined below), regardless of whether such Taxes were shown to be due on any such Tax Returns. The Most Recent Balance Sheet reflects an adequate reserve (determined in accordance with the applicable accounting standards) (excluding any reserves for deferred Taxes) for all Taxes payable by each Asset Seller and each Acquired Company for all taxable periods and portions thereof accrued as of the Balance Sheet Date. None of the Acquired Companies or Asset Sellers will accrue any additional Taxes through the Closing Date other than in the Ordinary Course of Business. All Taxes attributable that each Asset Seller and each Acquired Company is or was required by law to it withhold or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes collect have been assessed) have been paid in full duly withheld or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile)collected and, Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant proper Governmental AuthorityEntity, except for any such Taxes with respect to which the failure to withhold, collect or pay would not reasonably be expected to result in a material liability to the Business, taken as a whole. Neither it nor For purposes of this Agreement, “Taxes” means any of its Subsidiaries has requested or been granted any waiver and all taxes of any federalkind, customs, levies, duties, imposts, required deposits or other assessments, including all income, capital gains, gross receipts, public duties and contributions (Beiträge, Gebühren) (including social security contributions (Sozialversicherungsbeiträge) and payments to the pension security association (Zahlungen an den Pensionssicherungsverein)), ad valorem, value-added, conveyance, stamp, customs duties, excise, real property, personal property, sales, use, transfer, withholding, payroll, employment, social security, worker’s compensation, unemployment, occupation, capital stock, franchise, gains, profits, net worth, asset, transaction, and other similar taxes, duties or levies, repayment obligations in connection with investment grants (Investitionszulagen) or subsidies (Subventionen, Beihilfen) imposed by any jurisdiction or any state, local or foreign statute of limitations with respect togovernment, or any extension agency thereof, or other political subdivision of any jurisdiction or any such government, and any fees, interest, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof and any secondary liability (Haftungsschuld) for any of the liabilities or items described before. For purposes of this Agreement, “Tax Returns” means any and all reports, returns, declarations, statements, forms or other information (including elections, claims for refund, amendments, schedules, and information returns, and schedules and attachments thereto) filed or required to be filed with a period for the assessment or collection of, any material Tax, which waiver or extension is still taxing authority in effectconnection with Taxes.

Tax Matters. All Except as would not have, individually or in the aggregate, an MLP Material Adverse Effect: (i) all Tax Returns that were required to be filed by or on behalf of it with respect to MLP or any of its Subsidiaries have been duly and timely filed or requests for extensions have been timely filed and (taking into account any such extension has been granted and has not expired, of time within which to file) and all such filed returns Tax Returns are complete and accurate. All , (ii) all items of income, gain, loss, deduction and credit or other items required to be included in each such Tax Return, have been so included, (iii) all Taxes attributable to it owed by MLP or any of its Subsidiaries that are or were have become due or payable (without regard to whether such Taxes have been assessed) have been timely paid in full or an adequate reserve for the payment of such Taxes has been established, (iv) all Tax withholding and deposit requirements imposed on or with respect to MLP or any of its Subsidiaries have been adequately provided for satisfied in full in all respects, (v) there are no Liens on any of the assets of MLP or any of its consolidated balance sheet and consolidated statement Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax, (vi) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of earnings Taxes or income in accordance with IFRS (in the case Tax matters of Itaú Chile), Colombian GAAP (in the case MLP or any of Itaú Colombia and its Subsidiaries), (vii) there is no written claim against MLP or any of its Subsidiaries for any Taxes, and no assessment, deficiency or adjustment has been asserted, proposed, or corresponding accounting principles (including those passed by the Chilean Superintendency threatened in writing with respect to any Tax Return of Banks) and standards pursuant or with respect to applicable Law and practice MLP or any of its jurisdiction and no material deficiencies Subsidiaries, (viii) there is not in force any extension of time with respect to the due date for the filing of any Tax Return of or with respect to MLP or any of its Subsidiaries or any waiver or agreement for any Taxes have been proposed, threatened, asserted extension of time for the assessment or assessed in writing against payment of any Tax of or with respect to any Taxes due by of MLP or Tax Returns any of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case ix) none of Itaú Chile) MLP or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries will be required to include any amount in income for any taxable period as a result of a change in accounting method for any taxable period ending on or before the Closing Date or pursuant to any agreement with any Tax authority with respect to any such taxable period, (ix) none of MLP or any of its Subsidiaries is a party to a Tax allocation or sharing agreement, and no payments are due or will become due by MLP or any of its Subsidiaries pursuant to any such agreement or arrangement or any Tax indemnification agreement, (xi) none of MLP or any of its Subsidiaries has ever been a member of an affiliated group filing a consolidated federal income Tax Return or has any liability for the Taxes of any Person (other than a group the common parent MLP or any of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a jointits Subsidiaries), combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any , (xii) MLP and each of its Subsidiaries that is classified as a party to partnership for U.S. federal income tax purposes has in effect a Tax sharingvalid election under Section 754 of the Code, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiariesxiii) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited MLP is properly classified as the case may bea partnership for U.S. federal income tax purposes, and to not as an association or a publicly traded partnership taxable as a corporation under Section 7704 of the extent requiredCode and has been properly treated as such since its formation, have and (xiv) at least 90% of the gross income of MLP for each taxable year since its formation has been paid to from sources that are treated as “qualifying income” within the relevant Governmental Authority. Neither it nor any meaning of its Subsidiaries has requested or been granted any waiver Section 7704(d) of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectCode.

Tax Matters. All (i) Except as set forth in Schedule 3(l)(i) , (1) the Seller has filed all Tax Returns that it was required to file on or before the date hereof, which Tax Returns are, true, correct and complete in all material respects and reflect in all material respects the Tax liabilities of the Seller for the applicable periods; (2) to the Knowledge of the Seller and Management, all Taxes owed by the Seller (whether or not shown on any Tax Return) have been paid; (3) the Seller is not currently the beneficiary of any extension of time within which to file any Tax Return; and (4) no claim has ever been made in writing by any Taxing Authority in a jurisdiction where the Seller does not file Tax Returns that the Seller is or may be filed subject to taxation by that jurisdiction. There are no Security Interests on any of the assets of the Seller that arose in connection with any failure, or on behalf alleged failure, to pay any Tax. The Seller has withheld and paid all required Taxes in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. (ii) The Seller has deducted, withheld and or remitted to the appropriate Taxing Authority all Taxes required to have been deducted, withheld and/or remitted by the Seller under any applicable Tax law in connection with amounts paid or credited by the Seller to or for the account or benefit of it or any Person, including without limitation, payments to any of its Subsidiaries present or former employees, independent contractors, stockholders, directors, officers, creditors and non-residents of the United States, and the Seller has complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with the amounts paid to such Persons. (iii) Schedule 3(l)(iii) lists all Tax Returns filed by the Seller for taxable periods ending on or after January 1 , 2001 and with respect to those Tax Returns, indicates those Tax Returns that have been timely filed or requests audited and those Tax Returns that are currently being audited. The Seller has delivered to the Plaintiffs accurate and complete copies of all such Tax Returns. The Seller and the Management do not expect any Taxing Authority to assess any additional Taxes for extensions any period for which Tax Returns have been timely filed filed. (iv) The Seller and any such extension has been granted and has the Management have not expiredreceived notice from a Taxing Authority, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing or through personal contact with a Taxing Authority agent, regarding any action, suit, proceeding, investigation, audit or claim, proposed or pending against or with respect to the Seller in respect of any Taxes due by or Tax Returns of it or its Subsidiaries. No and, no such action, suit, proceeding, investigation, audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or threatened. (v) The Seller has not waived or extended any statute of limitations in respect of any Taxes and no such waiver or extension has been threatened in writing requested from the Seller by any Governmental Taxing Authority. The Seller has not agreed to any extension of time with respect to a Tax assessment or deficiency. The Seller has not entered into any closing agreement with the IRS pursuant to Code Section 7121 or any similar agreement with any other Taxing Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries)outstanding rules for, or corresponding accounting principles (including those passed requests for rulings with any Tax Authority that are, or if issued would be, binding on the Seller. No power of attorney currently in force has been granted by the Chilean Superintendency Seller concerning any Tax matter. (vi) The Seller has disclosed on its federal Tax Returns all positions taken therein that could give rise to a substantial understatement of Banks) federal Income Tax within the meaning of Code Section 6662. The Seller is not a party to any Tax allocation or Tax sharing agreement, and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability no Liability for Taxes of any Person (other Person arising from the application of than itself) under Treasury Regulation Section 1.1502-6 (or any similar provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated grouplaw), or as a transferee or successor, by contract, contract or otherwise. Neither The Seller has not agreed to, nor is it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection ofmake, any material Tax, which waiver or extension is still in effectadjustment under Code Section 481.

Tax Matters. All (a) The Company has timely filed all income Tax Returns and other material Tax Returns that it was required to be filed file under applicable Law. All such Tax Returns are correct and complete in all material respects and have been prepared in compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where the Company does not file a particular Tax Return or pay a particular Tax that the Company is subject to taxation by that jurisdiction. (b) All income and other material Taxes due and owing by the Company on or before the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of the Company did not, as of the date of the Company Unaudited Interim Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Company Unaudited Interim Balance Sheet. Since the date of the Company Unaudited Interim Balance Sheet, the Company has not incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All Taxes that the Company is or was required by Law to withhold or collect have been duly and timely withheld or collected in all material respects on behalf of it its employees, independent contractors, stockholders, equityholders, lenders, customers or other third parties and, have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company. (e) No deficiencies for income or other material Taxes with respect to the Company have been claimed, proposed or assessed by any Governmental Body in writing. There are no pending or ongoing, and, to the Company’s Knowledge, threatened audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes of the Company. The Company (or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and predecessors) has not expired, and all such filed returns are complete and accurate. All waived any statute of limitations in respect of any income or other material Taxes attributable or agreed to it or any extension of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or time with respect to any Taxes due by income or other material Tax Returns assessment or deficiency. (f) The Company has not been a United States real property holding corporation within the meaning of it Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (g) The Company is not a party to any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, or its Subsidiaries. No audit assessmentsimilar agreement or arrangement, dispute or claim concerning other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which is not Taxes. (h) The Company will not be required to include any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets item of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries)income in, or corresponding accounting principles exclude any material item of deduction from, taxable income for any Tax period (including those passed by or portion thereof) ending after the Chilean Superintendency Closing Date as a result of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries any: (i) is change in method of accounting for Tax purposes made on or has ever been a member of an affiliated group (other than a group prior to the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or Closing Date; (ii) has use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any material liability for Taxes of any other Person arising from the application of any similar provision of federal state, local or foreign Law that imposes joint Law) executed on or several liability on members prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement the Code (or any agreement pursuant to which it or any similar provision of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute Law) entered into on or prior to the Closing Date; (v) installment sale or open transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of limitations with respect to, Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; (viii) application of Sections 951 or 951A of the Code (or any extension similar provision of a period for state, local or foreign Law) to any income received or accrued on or prior to the assessment Closing Date; or collection of(ix) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. The Company has not made any material Tax, which waiver or extension is still in effectelection under Section 965(h) of the Code.

Tax Matters. All (a) Each of the Acquired Corporations has duly filed all material Tax Returns that it was required to be filed by or on behalf file under applicable Legal Requirements (taking into account any extensions of it or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any time within which to file such extension has been granted and has not expired, and all such filed returns are complete and accurateTax Returns). All such Tax Returns are correct and complete in all material respects. All material Taxes attributable to it due and owing by each of the Acquired Corporations (whether or not shown on any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessedTax Return) have been paid. The Company has not received any written notice that has not been previously resolved, and to the Knowledge of the Company, no claim is presently pending, that any of the Acquired Corporations is or may be subject to taxation in a jurisdiction where the Acquired Corporations do not file Tax Returns. There are no liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of any of the Acquired Corporations. (b) Each of the Acquired Corporations has withheld and paid all Taxes required to have been withheld and paid in full connection with any amounts paid or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile)owing to any employee, Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries)independent contractor, creditor, stockholder, or corresponding accounting principles other third party. (including those passed by the Chilean Superintendency of Banksc) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposedNo audits, threatened, asserted assessments or assessed in writing against other proceedings are pending or being conducted with respect to any material Taxes due of the Acquired Corporations. None of the Acquired Corporations has received from any Governmental Body any notice, that has not been previously resolved, (i) indicating an intent to open an audit or other review, (ii) of deficiency or proposed adjustment of or any material amount of Tax proposed, asserted, or assessed by any Governmental Body against any of the Acquired Corporations, or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning (iii) requesting information in connection with any material Tax liability is being conducted, is pending matter or has been threatened proceeding described in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries clauses (i) or (ii) above. (d) The Company has made available to Parent correct and complete copies of all federal income and other material Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by any of the Acquired Corporations filed or received since March 31, 2006. (e) None of the Acquired Corporations has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (f) None of the Acquired Corporations has been a party to a transaction that is a “reportable transaction,” as such term is defined in Section 1.6011-4(b)(1) of the Treasury Regulations. None of the Acquired Corporations is a party to or bound by any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or similar Contract, other than among or between the Acquired Corporations. Each of the Acquired Corporations has ever (A) not been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is Itaú Chile the Company) and (in the case of Itaú ChileB) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material no liability for the Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it an Acquired Corporation) under Section 1.1502-6 of the Treasury Regulations (or one any corresponding or similar provision of its Subsidiariesstate, local, or foreign Tax law), as a transferee or successor or by Contract. (g) The reserve for any unpaid Taxes of the Acquired Corporations as reflected in the Unaudited Interim Balance Sheet has been determined in accordance with respect GAAP, and since the date of the Unaudited Interim Balance Sheet through the Closing Date, the Acquired Corporations have not incurred any Tax liability other than (i) in the ordinary course of business or (ii) in connection with any transaction contemplated by this Merger. (h) None of the Acquired Corporations will be required to Taxes. All material Taxes include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (determined or portion thereof) ending after the Closing Date as a result of any change in method of accounting that occurred after the date of the Unaudited Interim Balance Sheet, except as would not reasonably be expected to have a Company Material Adverse Effect. (i) None of the Acquired Corporations has been a party to any transaction intended to qualify under Section 355 of the Code. (j) None of the Acquired Corporations (i) is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is treated as a U.S. corporation under Section 7874(b) of the Code; or (ii) was created or organized both individually in the United States and in a foreign jurisdiction such that such entity would be taxable in the aggregate) required United States as a domestic entity pursuant to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectTreasury Regulations Section 301.7701-5(a).

Tax Matters. All (a) The Company has timely filed (or caused to be timely filed) all income Tax Returns and all other material Tax Returns required to be filed by the Company under applicable Law (taking into account any applicable extensions). All such Tax Returns were true, correct and complete in all material respects. Subject to exceptions as would not be material, no claim has been made by a Governmental Authority in a jurisdiction where the Company does not file Tax Returns that the Company is subject to taxation by that jurisdiction. (b) All material amounts of Taxes due and owing by the Company (whether or not shown on behalf of it or any of its Subsidiaries Tax Return) have been timely filed or requests for extensions paid (taking into account any applicable extensions). (c) The Company has withheld and paid to the appropriate Governmental Authority all material Taxes required to have been timely filed withheld and paid in connection with any such extension has been granted and has not expiredamounts paid or owing to any employee, and all such filed returns independent contractor, creditor, stockholder or other third party. (d) There are complete and accurate. All no Encumbrances for a material amount of Taxes attributable to it or (other Encumbrances described in clause (a) of the definition of “Permitted Encumbrances”) upon any of its Subsidiaries that are or were due or payable the assets of the Company. (without regard to whether such Taxes have been assessede) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material No deficiencies for any a material amount of Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by the Company have been claimed, proposed or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing assessed by any Governmental AuthorityAuthority in writing that have not been timely paid in full. There are no pending (or, based on written notice, threatened) material Liens audits, assessments, examinations or other actions for or relating to any liability in respect of Taxes upon of the assets Company. The Company has not granted a waiver of it any statute of limitations in respect of a material amount of Taxes or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reservesan extension of time with respect to a material Tax assessment or deficiency that, in accordance with IFRS each case, is currently in effect. (f) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code in the case of Itaú Chilelast five (5) years. (g) The Company is not a party to any Tax allocation, Tax sharing or Colombian GAAP similar agreement (including indemnity arrangements), other than customary commercial Contracts entered into in the case Ordinary Course of Itaú Colombia and its SubsidiariesBusiness the primary purpose of which does not relate to Tax (an “Ordinary Course Agreement”), or corresponding accounting principles . (including those passed by the Chilean Superintendency of Banksh) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or The Company has ever not been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in Company). The Company has no Liability for the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of under Treasury Regulations Section 1.1502-6 (or any similar provision of federal state, local local, or foreign Law that imposes joint or several liability on members of a consolidated or affiliated grouplaw), or as a transferee or successor, or by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person Contract (other than it an Ordinary Course Agreement). (i) The Company has not distributed stock of another Person, or one of has had its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and stock distributed by another Person, in the aggregate) required a transaction that was purported or intended to be withheld, collected governed in whole or deposited in part by Section 355 of the Code or with respect to it and each Subsidiary have been timely withheld, collected Section 361 of the Code. (j) The Company has not entered into any transaction identified as a “listed transaction” for purposes of Treasury Regulations Sections 1.6011-4(b)(2) or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver 301.6111-2(b)(2). (k) The Company is not aware of any federalfacts or circumstances and has not taken or agreed to take any action, statein each case, local that would reasonably be expected to prevent or foreign statute of limitations with respect to, or any extension of a period for impede the assessment or collection of, any material Tax, which waiver or extension is still in effectIntended Tax Treatment.

Tax Matters. All (a) Each of the Company and its Subsidiaries has timely filed all income Tax Returns and other material Tax Returns that it was required to be filed file under applicable Law. All such Tax Returns are correct and complete in all material respects and have been prepared in substantial compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where the Company or any of its Subsidiaries does not file a particular Tax Return or pay a particular Tax that the Company or any of its Subsidiaries is required to file such Tax Return or pay such Tax in that jurisdiction. (b) All income and other material Taxes due and owing by the Company and its Subsidiaries on or before the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of the Company and its Subsidiaries did not, as of the date of the Company Unaudited Interim Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Company Unaudited Interim Balance Sheet. Since the date of the Company Unaudited Interim Balance Sheet, neither the Company nor any of its Subsidiaries has incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All Taxes that the Company or any of its Subsidiaries is or was required by Law to withhold or collect have been duly and timely withheld or collected in all material respects on behalf of it its respective employees, independent contractors, stockholders, lenders, customers or other third parties and, to the extent required, have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any of its Subsidiaries. (e) No deficiencies for income or other material Taxes with respect to the Company or any of its Subsidiaries have been timely filed claimed, proposed or requests for extensions have been timely filed and assessed by any such extension has been granted and has not expiredGovernmental Body in writing. There are no pending or ongoing, and all such filed returns are complete and accurate. All to the Knowledge of the Company, threatened in writing audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes attributable to it of the Company or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon Neither the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its Subsidiaries (i) is or has ever been a member not waived any statute of an affiliated group (other than a group the common parent of which is Itaú Chile (limitations in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes respect of any income or other Person arising from material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Neither the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it Company nor any of its Subsidiaries is a party to a any Tax sharingallocation agreement, indemnification Tax sharing agreement, Tax indemnity agreement, or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (arrangement, other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and customary commercial contracts entered into in the aggregateOrdinary Course of Business the principal subject matter of which is not Taxes. (g) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as Neither the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it Company nor any of its Subsidiaries has requested will be required to include any material item of income in, or been granted exclude any waiver material item of deduction from, taxable income for any federal, Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign statute Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of limitations with respect to, the Code (or any extension similar provision of a period for state, local or foreign Law) entered into on or prior to the assessment Closing Date; (v) installment sale or collection ofopen transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; or (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any material Tax, which waiver income received or extension is still in effectaccrued on or prior to the Closing Date. The Company has not made any election under Section 965(h) of the Code.

Tax Matters. All Tax Returns (a) Seller and its Subsidiaries have timely filed all federal, state and local (and, if applicable, foreign) income, franchise, bank, excise, real property, personal property and other tax returns required by applicable law to be filed by them (including estimated tax returns, income tax returns, information returns and withholding and employment tax returns) and have paid, or where payment is not required to have been made, have set up an adequate reserve or accrual for the payment of, all taxes required to be paid in respect of the periods covered by such returns and, as of the Effective Time, will have paid, or where payment is not required to have been made, will have set up an adequate reserve or accrual for the payment of, all material taxes for any subsequent periods ending on behalf or prior to the Effective Time. Neither Seller nor any Seller Subsidiary will have any material liability for any such taxes in excess of it the amounts so paid or reserves or accruals so established. (b) All federal, state and local (and, if applicable, foreign) income, franchise, bank, excise, real property, personal property and other tax returns filed by Seller and its Subsidiaries are complete and accurate in all material respects. Neither Seller nor any Seller Subsidiary is delinquent in the payment of any tax, assessment or governmental charge or has requested any extension of time within which to file any tax returns in respect of any fiscal year or portion thereof. The federal, state and local income tax returns of Seller and its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed audited by the Chilean Superintendency applicable tax authorities for all periods ended through December 31, 1994 (or are closed to examination due to the expiration of Banksthe applicable statute of limitations) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes tax, assessment or governmental charge have been proposed, threatened, asserted or assessed (tentatively or otherwise) against Seller or any Subsidiary as a result of such audits or otherwise which have not been settled and paid. There are currently no agreements in writing against or effect with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement Seller or any agreement pursuant Subsidiary to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in extend the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute period of limitations with respect to, or any extension of a period for the assessment or collection ofof any tax. As of the date hereof, no audit, examination or deficiency or refund litigation with respect to any material Taxsuch return is pending or, which waiver to the best of Seller's knowledge, threatened. (c) Neither Seller nor any Seller Subsidiary (i) is a party to any agreement providing for the allocation or extension sharing of taxes other than the agreement between Seller and Seller Bank Previously Disclosed, (ii) is still required to include in effectincome any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by Seller or any Subsidiary (nor does Seller have any knowledge that the IRS has proposed any such adjustment or change of accounting method) or (iii) has filed a consent pursuant to Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply.

Tax Matters. All (a) Each of the Company and its Subsidiaries has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file), all material Tax Returns required to be filed by it, and all such filed Tax Returns are true, complete and correct in all material respects. All material Taxes required to be paid by the Company or any of its Subsidiaries, whether or not shown on behalf any Tax Return, have been timely paid. (b) The most recent financial statements contained in the Filed Company SEC Documents reflect an adequate reserve for all material Taxes payable by, and all material deferred Tax liabilities and Tax contingencies of, the Company and its Subsidiaries for all taxable periods and portions thereof through the date of it such financial statements. No material deficiency with respect to Taxes has been proposed, asserted or assessed in writing against the Company or any of its Subsidiaries, except for deficiencies that have been satisfied, settled or withdrawn. There are no Liens for material Taxes on any of the assets of the Company or any of its Subsidiaries, other than Permitted Exceptions. All material amounts of Tax required to be withheld by the Company or any of its Subsidiaries have been timely filed withheld and paid over to the appropriate Governmental Authority. (c) No Federal or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it material state or non-U.S. Tax Return of the Company or any of its Subsidiaries that are or were due or payable has been examined by the relevant Governmental Authority for any of its most recent five (5) taxable years or, to the Knowledge of the Company (defined for this purpose to mean the actual Knowledge of the Company without regard any obligation to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chileinquire), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice for any of its jurisdiction sixth (6th) through tenth (10th) preceding taxable years, and no material deficiencies for statute of limitations of the Company or any Taxes have been proposed, threatened, asserted or assessed of its Subsidiaries in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets waived or extended (other than pursuant to extensions of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (time to file Tax Returns obtained in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiariesordinary course), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it the Company nor any of its Subsidiaries has: (i) is or has ever been a member of an affiliated a group filing a consolidated, combined or unitary Tax Return (other than a group the common parent of which is Itaú Chile (in was the case of Itaú ChileCompany) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or any derivation thereof; (ii) has any material liability for the Taxes of any Person (other Person arising from than the application of Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar or analogous provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated groupLaw), or as a transferee or successor, by contractor pursuant to any indemnification, allocation or otherwise. sharing agreement with respect to Taxes that could give rise to a payment or indemnification obligation (other than agreements among the Company and its Subsidiaries and other than customary tax indemnifications contained in credit or other commercial agreements the primary purpose of which does not relate to Taxes); or (iii) engaged in any “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or any similar transaction for state, local or foreign income Tax purposes. (d) Since January 1, 2009, neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code. (e) No audit or other administrative or court proceedings are pending with any Governmental Authority with respect to material Taxes of the Company or any of its Subsidiaries and no written notice thereof has been received. (f) Neither it the Company nor any of its Subsidiaries is a party to a any contract, agreement, plan or other arrangement that, individually or collectively, could give rise to the payment of any material amount which would not be deductible by reason of Section 162(m) or Section 280G of the Code or would be subject to withholding under Section 4999 of the Code. (g) The Company has made available to Parent in the VDR true, complete and correct copies of (i) all Tax sharingReturns of the Company and its Subsidiaries for the preceding three (3) taxable years and (ii) any audit report issued since January 1, indemnification 2008 (or similar agreement otherwise with respect to any audit or proceeding in progress or any agreement pursuant audit report relating to a matter as to which it the statute of limitations has not expired) relating to Taxes of the Company or any of its Subsidiaries has Subsidiaries. (h) The Company Common Stock is regularly traded on an established securities market within the meaning of Section 897(c)(3) of the Code and Treasury Regulation Section 1.897-9T(d). (i) Neither the Company nor any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) Subsidiaries will be required to be withheldinclude any material item of income in, collected or deposited by exclude any material item of deduction from, taxable income for any taxable period (or with respect to it and each Subsidiary have been timely withheldportion thereof) ending after the Closing Date, collected as a result of any (i) change in method of accounting for a taxable period ending on or deposited as the case may be, and prior to the extent requiredClosing Date under Section 481 of the Code (or any corresponding provision of state, have been paid local or foreign income Tax Law), (ii) installment sale or open transaction disposition made on or prior to the relevant Governmental Authority. Neither it Closing Date, or (iii) prepaid amount received on or prior to the Closing Date. (j) Since January 1, 2008, neither the Company nor any of its Subsidiaries has requested or been granted any waiver received written notice of any federalclaim made by a Governmental Authority in a jurisdiction where it does not file a Tax Return that it is or may be subject to taxation by such jurisdiction. (k) Neither the Company nor any of its Subsidiaries will be required to make any material adjustment to any state Tax apportionment factors, stateratios, local or foreign statute of limitations with respect topercentages, or allocations or the equivalent thereof for any extension taxable period ending after the Closing Date for any reason other than the Company and its Subsidiaries becoming members of Parent’s consolidated, combined or unitary group or a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectderivation thereof.

Tax Matters. All (i) The Company and each Company Subsidiary has filed or caused to be filed in a timely manner all Tax Returns required to be filed by or on behalf it (all of it or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed which Tax Returns were correct and any such extension complete in all material respects and no material fact has been granted omitted therefrom) and has not expiredpaid, and collected, withheld or remitted, or caused to be paid, collected, withheld or remitted, all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard and payable, collectible and remittable. No extension of time in which to whether such Taxes have been assessed) have been paid file any Tax Returns is in full or have been adequately effect. The Company and each Company Subsidiary has provided for on its consolidated balance sheet and consolidated statement of earnings or income adequate accruals in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies all published consolidated financial statements for any Taxes for the period covered by such financial statements which have not been paid, whether or not shown as being due on any Tax Returns. Since such publication date, no material liability for Taxes not reflected in such consolidated financial statements has been incurred or accrued by the Company or any Company Subsidiary other than in the ordinary and regular course of business. No lien for Taxes has been filed or exists other than for Taxes not yet due and payable. (ii) All Taxes have been proposed, threatened, asserted paid or assessed made by the Company or a Company Subsidiary in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authoritythe Company Assets. There are no material Liens reassessments of Taxes in respect of the Company or any Company Subsidiary that are outstanding and there are no outstanding issues which have been raised and communicated to the Company or any Company Subsidiary by any Governmental Entity for any taxation year in respect of which a Tax Return of the Company or any Company Subsidiary has been audited. No governmental Entity has challenged, disputed or questioned the Company or any Company Subsidiary in respect of any Taxes or Tax Returns. Neither the Company nor any Company Subsidiary is negotiating any draft assessment or reassessment with any Governmental Entity. Neither the Company nor the Company Subsidiary is aware of any contingent liabilities for Taxes upon or any grounds for an assessment or reassessment of the assets Company or any Company Subsidiary, including, without limitation, unreported benefits conferred on any shareholder, aggressive treatment of it income, expenses, credits or its Subsidiaries, except other claims for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (deduction under any return or notice other than as disclosed in the case consolidated financial statements of Itaú Chile) the Company. Neither the Company nor the Company Subsidiary has received any indication from any Governmental Entity that an assessment or Colombian GAAP (reassessment of the Company or any Company Subsidiary is proposed in the case respect of Itaú Colombia and its Subsidiaries)any Taxes, or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice regardless of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Partiesmerits. Neither it the Company nor any Company Subsidiary has executed or filed with any Governmental Entity any agreement or waiver extending the period for the assessment, reassessment or collection of any Taxes. (iii) The Company and each Company Subsidiary has withheld from each payment made to any of its Subsidiaries (i) is present or has ever been a member of an affiliated group (former employees, officers and directors, and to all other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a jointpersons, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign all amounts required by Applicable Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect and furthermore, has remitted such withheld amounts within the prescribed periods to it the appropriate Governmental Entity. The Company and each Company Subsidiary have been timely withheldhas remitted all Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes and other Taxes payable by it in respect of its employees, agents and consultants, as applicable, and has remitted such amounts to the proper Governmental Entity within the time required under Applicable Laws. The Company and each Company Subsidiary has charged, collected and remitted on a timely basis all Taxes required under Applicable Laws on any sale, supply or deposited as the case may bedelivery whatsoever, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectmade by them.

Tax Matters. All There are no material Taxes due and payable by the Company or any Company Subsidiary which have not been timely paid. Except as set forth in Section 2(r) of the Disclosure Schedule, all Tax Returns required to be filed by by, or on behalf of it or any of its of, the Company and the Company Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expiredfiled, and all such filed returns are Tax Returns were true, correct and complete in all material respects. The unpaid Taxes of the Company and accurate. All the Company Subsidiaries (i) did not as of the filing date of the 2011 Form 10-K exceed the reserve for Taxes attributable (excluding any reserve for deferred Taxes established to it or any of its Subsidiaries reflect timing differences between book and Tax income) set forth in the 2011 Form 10-K and (ii) will not exceed that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income reserve in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law past custom and practice of its jurisdiction the Company and no the Company Subsidiaries in filing Tax Returns. Each of the Company and each Company Subsidiary has duly and timely withheld and paid over to the appropriate Governmental Body all material deficiencies Taxes and other amounts required to be so withheld and paid over for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiariesall periods under all applicable Laws. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Except for Liens for Taxes not yet due and payable, no Liens for Taxes exist upon the assets of it the Company or its any of the Company Subsidiaries. No material audits, except investigations or other proceedings are pending or being conducted with respect to Taxes of the Company or the Company Subsidiaries. There are in effect no waivers of applicable statutes of limitations with respect to Taxes for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reservesany year. As of the date hereof, in accordance with IFRS (in neither the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its the Company Subsidiaries (i) is or has ever been a member of an affiliated group filing a consolidated Tax Return (other than a an affiliated or consolidated group the common parent of which is Itaú Chile (in the case of Itaú ChileCompany was the parent) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of Treasury Regulation section 1.1502-6 or any analogous provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated groupLaw, or as a transferee or successor, by contract, or otherwise. Neither it the Company nor any of its the Company Subsidiaries will be required to include amounts in income, or exclude items of deduction, in a taxable period beginning after the date of the Closing as a result of (i) a change in method of accounting occurring prior to the date of the Closing; (ii) an installment sale or open transaction arising in a taxable period (or portion thereof) ending on or before the date of the Closing; (iii) a prepaid amount received, or paid, prior to the date of the Closing; (iv) deferred gains arising prior to the date of the Closing; or (v) an election under Section 108(i) of the Code. Neither the Company nor any Company Subsidiary is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or is bound by or subject to any extension obligation under any Tax sharing or Tax indemnity agreement or similar contract or arrangement. Neither the Company nor any Company Subsidiary has engaged in any “listed transaction” within the meaning of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectTreasury Regulation Section 1.6011-4(b)(2).

Tax Matters. All Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company or any of its Subsidiaries: (a) The Company and each of its Subsidiaries (i) have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by or on behalf of it or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, them with the appropriate Taxing authority and all such filed returns Tax Returns are complete and accurate. All ; (ii) have paid all Taxes attributable to it or any of its Subsidiaries that are required to be paid (whether or were due or payable (without regard to whether such Taxes have been assessednot shown on any Tax Returns) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by in appropriate proceedings and for which adequate reserves, reserves have been established in accordance with IFRS GAAP on the financial statements of the Company; (iii) have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, shareholder, creditor, independent contractor or third party (each as determined for Tax purposes); (iv) have complied with all information reporting (and related withholding) and record retention requirements; and (v) have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (b) The Tax Returns of the Company for all years up to and including 2016 are closed, and are not subject to any further review or audit by the relevant Tax authority. The Tax Returns of the Company’s Subsidiaries have never been examined by any Tax authority. (c) No claim, assessment or deficiency with respect to Taxes has been proposed, asserted or assessed in writing against the Company or any of its Subsidiaries. There are no Proceedings pending or, to the Knowledge of the Company, threatened in writing regarding any Taxes of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries. (d) In the last six years, neither the Company nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that the Company or any of its Subsidiaries was required to file any Tax Return that was not filed. (e) The Company has made available to Parent correct and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the case last six years. (f) There are no Encumbrances for Taxes (except Taxes not yet due and payable) on any of Itaú Chilethe assets of the Company or any of its Subsidiaries. (g) Neither the Company nor any of its Subsidiaries is a party to or Colombian GAAP is bound by any Tax sharing, allocation or indemnification agreement or arrangement (in other than such an agreement or arrangement exclusively between or among the case of Itaú Colombia Company and its Subsidiaries), or corresponding accounting principles . (including those passed by h) Neither the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its Subsidiaries (iA) is or has ever been a member of a group filing an affiliated group affiliated, combined, unitary, consolidated or similar Tax Return (other than a group the common parent of which is Itaú Chile (in was the case of Itaú ChileCompany or RADA Sensors) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (iiB) has any material liability for the Taxes of any Person (other Person arising from than the application Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, Law) or as a transferee or successor, by contractcontract or otherwise. (i) Neither the Company nor any of its Subsidiaries has been, within the past 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, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. (j) Neither the Company nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) or any other transaction requiring disclosure under analogous provisions of state, local or foreign Tax Law. (k) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or otherwise. to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any closing agreement entered into prior to the Closing Date, installment sale or open transaction entered into prior to the Closing Date, any accounting method change made prior to the Closing Date or agreement with any Tax authority entered into prior to the Closing Date, any prepaid amount received on or prior to the Closing Date, any intercompany transaction entered into prior to the Closing Date or excess loss account described in Section 1502 of the Code (or any corresponding provision of state, local or foreign Tax Law) created prior to the Closing Date, or any election pursuant to Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made with respect to any taxable period ending on or prior to the Closing Date. (l) Neither it the Company nor any of its Subsidiaries is a party subject to a Tax sharing, indemnification restrictions or similar agreement or any agreement limitations pursuant to Part E2 of the Israeli Income Tax Ordinance or pursuant to any Tax ruling made in connection with the provisions of Part E2 of the Ordinance. (m) There are no Tax rulings, requests for rulings or technical advice, “taxation ruling or decision” (‘Hachlatat Misui’) or requests for changes in accounting methods or closing agreements relating to Taxes for which it the Company or any of its Subsidiaries has may be liable that could affect the Company or any obligation to any Person (other than it or one of its Subsidiaries’ liability for Taxes for any taxable period ending after the Closing Date. (n) with respect to Taxes. All material Taxes (determined both individually and in Neither the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it Company nor any of its Subsidiaries has requested undertaken or been granted is engaged in any waiver transaction that will require special reporting in accordance with Section 131(g) of the Israeli Income Tax Ordinance and the Israeli Income Tax Regulations (Tax Planning Requiring Reporting), 2006. Neither the Company nor any federal, state, of its Subsidiaries is subject to any reporting obligations under Sections 131D and 131E of the Israeli Income Tax Ordinance or any similar provision under any other local or foreign statute of limitations Tax Law, and including with respect toto VAT. (o) The Company is not and has never been a real property corporation (Igud Mekarke’in) within the meaning of this term under Section 1 of the Israeli Land Taxation Law (Appreciation and Acquisition), 5723-1963. (p) The Company is duly registered for the purposes of Israeli value added tax (“VAT”). The Company (i) has not made any exempt transactions (as defined in the Israel Value Added Tax Law of 1975) and there are no circumstances by reason of which there might not be an entitlement to full credit of all VAT chargeable or paid on inputs, supplies and other transactions and imports made by it, (ii) has collected and timely remitted to the relevant Tax authority all output VAT which it is required to collect and remit under any applicable Law, and (iii) has not received a refund for input VAT for which it is not entitled under any applicable Law. (q) Neither the Company nor any of its Subsidiaries has ever made any election to be treated or claimed any benefits as a “Benefited Enterprise” (Mifaal Mutav), nor did it taken any position of being a “Preferred Enterprise” (Mifaal Muadaf) or a “Technology Enterprise” (Mifaal Technology) or any other benefits under the Law for Encouragement of Capital Investments, of 1959. (r) The Company has not declared or distributed a dividend from earnings that were not subjected to Israeli corporate income Tax including from annual profits on revaluation (רווחי שערוך - Revhei Shi'rookh). (s) Each Stock Plan is intended to qualify as a capital gains route plan under Section 102(b)(3) of the Ordinance (each, a “Section 102 Plan”) and has received a favorable determination or approval letter from, or is otherwise approved by, or deemed approved by passage of time without objection by, the ITA. All 102 Shares and 102 Options which were issued under any extension Section 102 Plan were and are currently in compliance with the applicable requirements of Section 102 (including the relevant sub-section of Section 102) and the written requirements and guidance of the ITA, including, without limitation, the adoption of the applicable board and shareholders resolutions, the timely filing of the necessary documents with the ITA, the submission of the application to the ITA to approve a Section 102 Plan, the grant of 102 Options only following the lapse of the required 30-day period for from the assessment or collection offiling of the Section 102 Plan with the ITA, any material Taxreceipt of all required tax rulings, which waiver or extension is still in effectthe receipt of the required written consents from the option holders (including the execution by each holder of Company 102 Options and Company 102 Shares of an undertaking to comply with the provisions of Section 102 of the Ordinance), the appointment of an authorized trustee to hold the Company Options and Company Ordinary Shares, and the due deposit of such 102 Options and 102 Shares with such trustee pursuant to the terms of Section 102, and applicable regulations and rules and the guidance published by the ITA on July 24, 2012 and clarification dated November 6, 2012.

Tax Matters. All (a) There are no Liens on any of the Purchased Assets that arose in connection with any failure (or alleged failure) to pay any Tax. Each Seller has duly and timely filed all Tax Returns required to be filed by or it under Applicable Law, to the extent the failure to file any thereof could result in a Lien on behalf any of it the Purchased Assets or any Liability on the part of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurateBuyer. All Taxes attributable such Tax Returns were correct and complete in all material respects, to it the extent any errors, inaccuracies or omissions therein could result in a Lien on any of the Purchased Assets or any Liability on the part of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its SubsidiariesBuyer. No audit assessment, dispute examination of any Tax Return of a Seller relating to the Business or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing Purchased Asset by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Authority is currently in progress. (b) All Taxes that are being contested in good faith any Seller is or was required by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) Applicable Law to withhold or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, collect have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is duly withheld or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a jointcollected and, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant proper Governmental Authority. Neither it nor Authority or other Person or, if not paid, have been appropriately reserved, in each case to the extent any thereof could result in a Lien on any of its Subsidiaries the Purchased Assets or any Liability on the part of Buyer. (c) No Seller has requested any reason to believe that any Governmental Authority will or intends to assess any additional Taxes for any period for which Tax Returns have been granted filed, and which could result in a Lien on any waiver of the Purchased Assets or any Liability on the part of Buyer. Except as set forth in Section 4.10(c) of the Disclosure Letter, there is no dispute or claim concerning any Tax Liability of any Seller relating to the Business or any Purchased Asset claimed or raised by any Governmental Authority in writing at any time in the past six (6) years. There exists no proposed tax assessment against a Seller except as set forth in the Financial Reports or in Section 4.10(c) of the Disclosure Letter. (d) Except as set forth in Section 4.10(d) of the Disclosure Letter, Sellers have not entered into any agreements with federal, statestate or local taxing authorities, local including any tax abatement or foreign statute of limitations tax credit agreements, and does not otherwise benefit from a tax abatement or exemption with respect to, to the Business or the Purchased Assets. (e) No claim in writing has ever been made by any extension Governmental Authority in a jurisdiction in which a Seller does not file Tax Returns that a Seller is or may be subject to taxation by that jurisdiction in connection with or as a result of a period for the assessment ownership or collection of, any material Tax, which waiver operation of the Business or extension is still in effectthe Purchased Assets.

Tax Matters. All (a) (i) Triarc and each of its Subsidiaries have prepared in material compliance with the prescribed manner and filed within the time required by applicable Law (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them with all relevant Governmental Entities for all taxation or on behalf fiscal periods ending prior to the date hereof, and neither Triarc nor any of it its Subsidiaries participate in the CAP, (ii) Triarc and each of its Subsidiaries have paid all material Taxes shown thereon as owing and all material Taxes otherwise owed by or with respect to Triarc or any of its Subsidiaries within the time required by applicable Law and have paid all material assessments and material reassessments they have received in respect of Taxes, (iii) Triarc’s financial statements reflect full and adequate reserves for all material unpaid Taxes payable by Triarc and its Subsidiaries for all taxable periods and portions thereof through the date of such financial statements and neither Triarc nor any of its Subsidiaries has incurred any material Tax liability since the date of such financial statements other than for Taxes arising in the ordinary course of business and (iv) as of the date of this Agreement, there are not pending or, to the knowledge of Triarc, threatened, any audits, examinations, assessments, reassessments or other proceedings in respect of Taxes (except, in the case of clause (i), (ii) or (iv) above, with respect to matters contested in good faith and for which adequate reserves have been established in accordance with GAAP). (b) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the collection, assessment, reassessment or determination of a material amount of Taxes or the filing of any Tax Return by, or any payment of a material amount of Taxes. (c) None of Triarc or any of its Subsidiaries is a party to any agreement the primary purpose of which is Tax allocation, Tax indemnification or Tax sharing (other than any such agreements solely among Triarc and any of its Subsidiaries). (d) No claim in writing has been made against Triarc or any of its Subsidiaries by any Governmental Entity in a jurisdiction where Triarc and its Subsidiaries do not file Tax Returns that Triarc or such Subsidiary is or may be subject to taxation by that jurisdiction. All deficiencies for Taxes asserted or assessed in writing against Triarc or any of its Subsidiaries have been fully and timely filed paid, settled or requests for extensions have been timely filed properly reflected in the most recent financial statements contained in Triarc SEC Documents. (e) Triarc and any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard have made available to whether such Taxes have been assessed) have been paid in full or have been adequately provided Wendy’s correct and complete copies of all material U.S. federal income Tax Returns, state income tax apportionment data, examination reports and statements of deficiencies for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries)taxable periods, or corresponding accounting principles transactions consummated, for which the applicable statutory periods of limitations have not yet expired. (including those passed by the Chilean Superintendency of Banksf) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon any of the assets of it Triarc or any of its Subsidiaries, except for statutory Liens for current Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS not yet due. (in the case of Itaú Chileg) or Colombian GAAP (in the case of Itaú Colombia Triarc and its Subsidiaries)Subsidiaries have each withheld (or will withhold) from their respective employees, independent contractors, creditors, shareholders and third parties, and timely paid or corresponding accounting principles remitted to the appropriate Governmental Entity, proper and accurate amounts in all material respects for all periods ending on or before the Closing Date in compliance with all Tax withholding and remitting provisions of applicable Law. Triarc and its Subsidiaries have each complied in all material respects with all Tax information reporting provisions under applicable Law. (including those passed by the Chilean Superintendency of Banksh) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Triarc nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution that could constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement. (i) is Each of the closing agreements under Section 7121 of the Code or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any similar provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it Laws and full acceptance letters (in each case if any)which Triarc or any of its Subsidiaries has any obligation to any Person (other than it executed, entered into or one of received is valid and enforceable in accordance with its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authorityterms. Neither it Triarc nor any of its Subsidiaries has requested committed fraud, collusion, concealment or been granted any waiver malfeasance or made a misrepresentation of material fact in connection with the execution or entering into of any federal, state, local or foreign statute of limitations with respect toclosing agreement with, or the receipt of any extension full acceptance letter or private letter ruling from, (in each case if any) any Governmental Entity. (j) Neither Triarc nor any of its Subsidiaries will be required to include in a taxable period ending after the Closing Date taxable income attributable to income that accrued in a taxable period prior to the Closing Date but was not recognized for Tax purposes in such prior taxable period (other than as properly reflected in Triarc’s financial statements as reserves) as a result of the assessment or collection ofinstallment method of accounting, the completed contract method of accounting, the long-term contract method of accounting, the cash method of accounting, Section 481 of the Code, a gain recognition agreement (within the meaning of Treasury Regulations Section 1.367(a)-8), any material Taxdual consolidated loss (within the meaning of Code Section 1503(d)). (k) Neither Triarc nor any of its Subsidiaries has ever participated in any listed transaction within the meaning of Treasury Regulations Section 1.6011-4(b) or taken any position on any Tax Return that would subject it to a substantial understatement of Tax penalty under Code Section 6662 which has not been properly disclosed to the IRS as required by the Code and the Treasury Regulations promulgated thereunder. (l) Neither Triarc nor any of its Subsidiaries has (A) been a “United States real property holding corporation,” as defined in Section 897(c)(2) of the Code, which waiver at any time during the past five years or extension made an election under Section 897(i) of the Code to be treated as a domestic corporation for purposes of Sections 897, 1445 and 6039C of the Code or (B) been a passive foreign investment company within the meaning of Section 1297 of the Code. (m) No representation or warranty is still made by Triarc in effectrespect of tax matters in any Section of this Agreement other than in this Section 4.13.

Tax Matters. All (a) The Company and each of the MUI Subsidiaries has prepared and duly filed, or caused to be prepared and duly filed, with the appropriate Governmental Entities, all material Tax Returns required to be filed and have fully paid all material Taxes due, owed or payable by it (whether or not shown on behalf such Tax Returns). The Company and each of it or any of its the MUI Subsidiaries has deducted, withheld and timely paid over to the appropriate Governmental Entity all material Taxes required to have been timely filed or requests for extensions have been timely filed deducted and any such extension has been granted withheld and has not expiredcomplied with all associated reporting and recordkeeping requirements in all material respects. (b) All Tax Returns filed by the Company and the MUI Subsidiaries are true, correct and complete in all such filed returns are complete and accurate. All material respects. (c) None of the Company or the MUI Subsidiaries is (i) a party to any pending Proceeding by any Governmental Entity for assessment or collection of Taxes attributable relating to it or any (ii) currently the subject of its Subsidiaries that are a Tax audit or were due or payable (without regard to whether such Taxes have been assessed) have been paid examination, and, in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the each case of Itaú Chileclauses (i) and (ii), Colombian GAAP (in the case none of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have such has been proposed, threatened, asserted or assessed in writing against by any Governmental Entity for assessment or collection of Taxes relating to it. (d) None of the Company or the MUI Subsidiaries has waived any statute of limitations in respect of Taxes or otherwise consented to extend the time, and is not the beneficiary of any extension of time, in which any Tax applicable to it may be assessed or collected by any Governmental Entity. (e) None of the Company or the MUI Subsidiaries has received from any Governmental Entity any written notice of proposed adjustment, deficiency, underpayment of Taxes or any other such written notice which has not been fully satisfied by payment or been withdrawn. (f) No written claim has been made by any Governmental Entity in a jurisdiction where a Company or MUI Subsidiary does not file Tax Returns that the Company or MUI Subsidiary is, or may be, subject to taxation by, or is, or may be, required to file a Tax Return in, that jurisdiction. (g) The Company and each of MUI Subsidiaries is classified as a corporation for U.S. federal income tax purposes. (h) Neither the Company nor any MUI Subsidiary is a party to, or bound by, any Tax sharing, indemnity, allocation or similar agreement or arrangement, excluding, for the avoidance of doubt, any partnership agreement or other agreement or contract the principal subject matter of which is not Taxes or any agreement solely among the Company and/or any of the MUI Subsidiaries. (i) There are no Tax liens on any assets of the Company or the MUI Subsidiaries other than Tax liens with respect to any Taxes not yet due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon and payable. (j) Neither the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its MUI Subsidiaries (i) is or has ever been a member of an affiliated affiliated, consolidated, combined or unitary group (other than a group the common parent of which is Itaú Chile (in was the case of Itaú ChileCompany) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for the Taxes of any other Person arising from the application of under Treasury Regulation section 1.1502-6 or any similar provision of federal state, local or foreign Law that imposes joint or several liability on members law (other than as a result of being part of a consolidated or affiliated groupgroup consisting solely of the Company and its MUI Subsidiaries), or as a transferee or successor, by contract, or otherwise. , other than any contract entered into in the ordinary course of business and not primarily concerning Taxes. (k) Neither it the Company nor any of its MUI Subsidiaries is has constituted a party “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of shares qualifying for tax-free treatment under Section 355 of the Code (a) in the two years prior to the date of this Agreement or (b) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with this acquisition. (l) Each of the Company and MUI Subsidiaries has given or otherwise made available to Buyer complete copies of all income Tax sharingReturns, indemnification examination reports and statements of deficiencies for taxable periods, or similar agreement transactions consummated, for tax years ending on or any agreement pursuant after December 31, 2013. (m) No power of attorney has been granted with respect to which it the Company or any of its MUI Subsidiaries relating to Taxes of the Company and any of MUI Subsidiaries, which power of attorney will be in force after the Closing. (n) Section 3.13(n) of the Seller Disclosure Schedule sets forth, as of the most recent practicable date (as well as on an estimated pro forma basis as of the Closing and giving effect to the consummation of the transactions contemplated hereby), the estimated amount of any U.S. federal net operating loss, of the Company and MUI Subsidiaries. Neither the Company nor any of MUI Subsidiaries has any obligation a U.S. federal net operating loss that is presently subject to any Person limitation under Sections 382, 383 or 384 of the Code. (other than it or one o) Notwithstanding anything to the contrary stated elsewhere in this Agreement, this Section 3.13 and Section 3.8(f)(iii) contain the sole and exclusive representations and warranties of its Subsidiaries) Seller with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effect.

Tax Matters. All (a) The Company and each of its Subsidiaries have prepared and timely filed all federal income Tax Returns and all other Tax Returns required to be filed by it, and such Tax Returns are true and correct in all material respects and have been completed in accordance with applicable law. All Taxes shown as due and owing on any such Tax Return have been paid when due. The Company and each of its Subsidiaries have disclosed on their respective Tax Returns all positions taken therein that could reasonably be expected to give rise to a substantial understatement penalty within the meaning of Section 6662 of the Internal Revenue Code (or on behalf any predecessor provision or comparable provision of it state, local or foreign law). (b) The Company and each of its Subsidiaries, as of the Closing Date will have properly and timely withheld and remitted to the proper Tax Authority all Taxes required to be withheld with respect to amounts paid or owed to any employee, independent contractor, stockholder, or other third party. (c) Neither the Company nor any of its Subsidiaries has any liabilities for unpaid Taxes that have not been timely filed accrued for or requests for extensions have been timely filed and any such extension has been granted and has not expiredreserved on the Company Balance Sheet, and all as of the Closing Date will not have any of such filed returns are complete and accurate. All Taxes attributable to it liabilities not accrued for or reserved in the Company Balance Sheet in accordance with GAAP. (d) There is no Tax deficiency outstanding or assessed or proposed against the Company or any of its Subsidiaries that are is not reflected as a liability on the Company Financial Statements and Company Balance Sheet, nor has the Company or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice any of its jurisdiction Subsidiaries executed any agreements or waivers extending any statute of limitations on or extending the period for the assessment or collection of any Tax. (e) Neither the Company nor any of its Subsidiaries is a party to any tax-sharing agreement or similar arrangement with any other party, and no material deficiencies for neither the Company nor any Taxes have been proposedof its Subsidiaries has assumed or agreed to pay any Tax obligations of, threatened, asserted or assessed in writing against or with respect to any Taxes due transaction relating to, any other Person or agreed to indemnify any other Person with respect to any Tax. (f) Except as set forth in Section 2.14(f) of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries’ Tax Returns have ever been audited by a government or Tax Returns of it Authority, no such audit is in process or its Subsidiaries. No audit assessmentpending, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon and neither the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its Subsidiaries has been notified of any request for such an audit or other examination. (ig) is or Neither the Company nor any of its Subsidiaries has ever been a member of an affiliated group (of corporations filing a consolidated federal income tax return other than a group the common parent of which is Itaú Chile was the Company. (in h) The Company and each of its Subsidiaries has made available to Parent correct and complete copies of all Tax Returns filed for all periods for the case past three (3) tax years. (i) Neither the Company nor any of Itaú Chileits Subsidiaries has ever filed any consent agreement under Section 341(f) of the Internal Revenue Code or Itaú Colombia agreed to have Section 341(f)(4) apply to any disposition of assets owned by the Company or any of its Subsidiaries. (in j) Neither the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it Company nor any of its Subsidiaries is a party to a Tax sharingany contract, indemnification agreement, plan or similar agreement arrangement, including but not limited to the provisions of this Agreement, covering any employee or any agreement pursuant to which it former employee of the Company or any of its Subsidiaries which, individually or collectively, could reasonably be expected to give rise to the payment of any amount that would not be deductible as an expense by the Company or any of its Subsidiaries pursuant to Sections 280G, 404, or 162(m) of the Internal Revenue Code or by similar applicable Law. (k) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Internal Revenue Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Internal Revenue Code) in conjunction with the Closing. (l) Neither the Company nor any obligation of its Subsidiaries has agreed to make, nor is required to make, any adjustment under Section 481 of the Internal Revenue Code or corresponding provision of state, local or foreign law by reason of any change in accounting method. (m) All of the assets for which the Company or its Subsidiaries claim depreciation deductions for Tax purposes are considered owned by the Company or its Subsidiaries and are depreciable for Tax purposes. (n) The Company and each of its Subsidiaries has complied with applicable information reporting and record maintenance requirements of Sections 6038, 6038A and 6038B of the Internal Revenue Code and the regulations thereunder where a failure to so qualify could have a Company Material Adverse Effect. (o) Neither the Company nor any of its Subsidiaries has ever been a party to any Person joint venture, partnership or other agreement that could be treated as a partnership for Tax purposes. (p) There are (and immediately following the Closing there will be) no liens or Encumbrances on the assets of the Company or any of its Subsidiaries relating to or attributable to Taxes in a material amount, other than it or one of its Subsidiariesliens for Taxes not yet due and payable. (q) with respect to Taxes. All material Taxes (determined both individually and in Neither the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it Company nor any of its Subsidiaries has requested or received any private letter ruling from the Internal Revenue Service or comparable rulings from any other government or taxing agency (domestic or foreign). (r) No power of attorney with respect to Taxes has been granted with respect to the Company or any waiver of its Subsidiaries. (s) Neither the Company nor any federalof its Subsidiaries has ever been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Internal Revenue Code. (t) Other than the cashing-out of fractional shares in connection with a reverse stock split previously effectuated by the Company, the Company has not distributed any cash to any Stockholder prior to the Closing Date for any reason, including as a dividend, repurchase, or redemption. (u) Neither the Company nor any of its Subsidiaries’ Tax Returns have ever been subject to a Internal Revenue Code Section 482 adjustment or corresponding provision of state, local or foreign statute Law. (v) No claim has been made by a Tax Authority (domestic or foreign) in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns to the effect that the Company or its Subsidiaries may be subject to Tax by that jurisdiction. (w) Neither the Company nor any of limitations with respect toits Subsidiaries will be required to include any item of income in, or exclude any extension item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a period for result of any: (A) ”closing agreement” as described in Internal Revenue Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the assessment Closing Date; or collection of(B) intercompany transactions or any excess loss account described in Treasury Regulations under Internal Revenue Code Section 1502 (or any corresponding or similar provision of state, local or foreign income Tax law). (x) Neither the Company nor any material Taxof its affiliates has taken or agreed to take any action, which waiver nor does the Company have Knowledge of any fact or extension is still in effectcircumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

Tax Matters. All (a) The Company and each of its Subsidiaries has prepared and timely filed all income and other material federal, state, local and foreign returns, estimates, information statements and reports (“Tax Returns”) relating to any and all Taxes concerning or attributable to the Company, its Subsidiaries or their operations (taking into account any automatic extensions for which approval of a Governmental Authority is not required), and such Tax Returns are true and correct in all material respects. (b) The Company and each of its Subsidiaries has paid all income and other material Taxes it is required to pay and has withheld with respect to Company Personnel and other Persons (and timely paid over to the appropriate Taxing authority) all federal, state and foreign income Taxes and social security charges and similar fees, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be filed by withheld. (c) Neither the Company nor any of its Subsidiaries has been delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed or on behalf of it proposed against the Company or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension in writing, nor has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it the Company or any of its Subsidiaries that are executed any waiver of any statute of limitations on or were due extending the period for the assessment or payable collection of any Tax. (without regard to whether such Taxes have d) No audit of any Tax Return of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS notified by any Tax authority (in writing) of any threat or plan to request such an audit or other examination. (e) Neither the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its Subsidiaries has any liabilities for unpaid federal, state, local or foreign Taxes, which have not been accrued or reserved on the Current Balance Sheet in accordance with GAAP. (f) There are no Liens on the assets of the Company or any of its Subsidiaries relating to or attributable to Taxes other than Permitted Liens. (g) Neither the Company nor any of its Subsidiaries is (i) is or has ever been a member of an affiliated group (within the meaning of Section 1504(a) of the Code) filing a consolidated federal income Tax Return (other than a group the common parent Parent of which is Itaú Chile (in was the case Company or one of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a jointits Subsidiaries), combined, unitary or consolidated Tax Return or (ii) has a party to any material Tax sharing, indemnification or allocation agreement, (iii) subject to any liability for the Taxes of any Person (other Person arising from the application than Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated groupTax Law), or as a transferee or successor, by contractContract or otherwise, or otherwise. Neither it nor any of its Subsidiaries is (iv) a party to a Tax sharingany joint venture, indemnification partnership or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheldarrangement that, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent requiredknowledge of the Company, have been paid to could be treated as a partnership for Tax purposes. (h) Neither the relevant Governmental Authority. Neither it Company nor any of its Subsidiaries has requested been, at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (i) There are no Tax rulings, requests for rulings, or been granted “closing agreements” (as described in Section 7121 of the Code or any waiver corresponding provision of any federal, state, local or foreign statute Tax Law) relating to the Company or any of limitations with respect toits Subsidiaries which could affect the Company’s or any of its Subsidiaries’ liability for Taxes for any period after the Closing Date. Neither the Company nor any of its Subsidiaries has changed any method of accounting or will be required to make any adjustment under Section 481 of the Code (or any corresponding provision of state, local or foreign Tax Law) or for any period ending after the Closing Date. (j) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for Tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement. (k) Neither the Company nor any of its Subsidiaries has engaged in a transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service 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 Treasury Regulation Section 1.6011-4(b)(2). (l) No written claim has been received from a Tax authority in a jurisdiction where the Company or any extension of a period for the assessment its Subsidiaries does not file Tax Returns that such Company or collection of, any material Tax, which waiver Subsidiary is or extension is still in effectmay be subject to taxation by that jurisdiction.

Tax Matters. All (a) NPS and each of its Subsidiaries have timely filed all Tax Returns relating to Taxes required to be filed by NPS and each of its Subsidiaries with any Tax authority, except such Tax Returns that are not material to NPS and such Tax Returns are true, correct and complete in all material respects. NPS and each of its Subsidiaries have paid all Taxes shown to be due on such Tax Returns. (b) NPS and each of its Subsidiaries as of the Effective Time will have withheld with respect to its employees all federal, state and provincial income taxes, Taxes pursuant to the Federal Insurance Contribution Act, the Federal Unemployment Tax Act, the Canada Pension Plans, the Employment Insurance Act (Canada) and other Taxes required to be withheld, except such Taxes which are not material to NPS. (c) Neither NPS nor any of its Subsidiaries has been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or on behalf assessed against NPS or any of it its Subsidiaries, nor has NPS or any of its Subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (d) NPS and its Subsidiaries have been timely filed not taken any position on any Tax Return or requests for extensions have been timely filed and filing which is or would be subject to penalties under Section 6662 of the Code. (e) No audit or other examination of any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it Tax Return of NPS or any of its Subsidiaries that are by any Tax authority is presently in progress, nor has NPS or were due any of its Subsidiaries been notified of any request for such an audit or payable other examination. (without regard f) No adjustment or deficiency relating to whether such any Tax Returns filed by NPS or any of its Subsidiaries has been proposed in writing formally or informally by any Tax authority to NPS or any of its Subsidiaries or any representative thereof. (g) Neither NPS nor any of its Subsidiaries has any liability for any material unpaid Taxes have which has not been assessed) have been paid in full accrued for, or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income reserved on, the NPS Balance Sheet in accordance with IFRS (GAAP, which is material to NPS, other than any liability for unpaid Taxes that may have accrued since the date of the NPS Balance Sheet in connection with the operation of the business of NPS and its subsidiaries in the case of Itaú Chile), Colombian GAAP ordinary course. (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banksh) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have No claim has ever been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened made in writing by an authority in a jurisdiction where NPS and any Governmental Authority. of its Subsidiaries do not file Tax Returns that NPS and its Subsidiaries is or may be subject to taxation by that jurisdiction. (i) There are no material Liens for Taxes upon the assets of it or NPS and its Subsidiaries, Subsidiaries except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS not yet payable. (in the case of Itaú Chilej) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) There is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by no contract, agreement, plan or otherwise. Neither it nor arrangement to which NPS or any of its Subsidiaries is a party as of the date of this Agreement, including but not limited to a Tax sharingthe provisions of this Agreement, indemnification covering any employee or similar agreement or any agreement pursuant to which it former employee of NPS or any of its Subsidiaries has any obligation that, individually or collectively, would reasonably be expected to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and give rise to the extent required, have been paid payment of any amount as a result of the Merger that would not be deductible pursuant to Sections 404 or 162(m) of the relevant Governmental Authority. Code. (k) Neither it NPS nor any of its Subsidiaries has requested filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by NPS or any of its Subsidiaries. (l) Neither NPS nor any of its Subsidiaries is party to or has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement and neither NPS nor any of its Subsidiaries has been granted any waiver a member of any affiliated group of corporations within the meaning of Section 1504 of the Code other than the group of which NPS is currently the common parent. NPS and its Subsidiaries have not participated in, or cooperated with, and international boycott within the meaning of Section 999 of the Code. (m) None of NPS's or its subsidiaries' assets are tax exempt use property within the meaning of Section 168(h) of the Code. (n) Neither NPS nor any of its Subsidiaries was a "distributing corporation" or a "controlling corporation" in a distribution of stock intended to qualify under Section 355 of the Code and that occurred within two (2) years before the date of this Agreement or as part of a plan or series of transactions that includes the Merger. (o) All transactions between each NPS Canadian Subsidiary and NPS or any other Subsidiary of NPS not resident in Canada (for purposes of the Canadian Tax Act) have complied with the arm's length standards set out in Sections 69 and 247 of the Canadian Tax Act and Canada Customs and Revenue Agency Information Circular 87-2R and are not liable to a transfer pricing adjustment under Sections 69 and 247 of the Canadian Tax Act. Each NPS Canadian Subsidiary has withheld and duly and timely remitted to the appropriate Governmental Authority all Taxes required by the Canadian Tax Act to be withheld from amounts paid or credited by it to any non-resident of Canada (for purposes of the Canadian Tax Act). (p) The NPS Canadian Subsidiaries will not at any time be deemed to have capital gain pursuant to subsection 80.03(2) of the Canadian Tax Act as a result of any transaction or event taking place in any taxation year ending on or before the Effective Time. The NPS Canadian Subsidiaries have not entered into an agreement contemplated by Section 80.04 of the Canada Tax Act. (q) Each NPS Canadian Subsidiary is a registrant for purposes of the Excise Tax Act (Canada). All input tax credits claimed by each NPS Canadian Subsidiary pursuant to the Excise Tax Act (Canada) have been proper, correctly calculated and documented. Each NPS Canadian Subsidiary has collected, paid and remitted when due all federal, stateprovincial and foreign, local sales and use Taxes, including goods and services tax, collectible, payable or foreign statute of limitations with respect to, or any extension of a period for remittable prior to the assessment or collection of, any material Tax, which waiver or extension is still in effectEffective Time.

Tax Matters. Except as set forth on Southcross Disclosure Schedule 3.10: (a) All Tax Returns that were required to be filed by or on behalf with respect to the Holdings Companies and the assets and operations of it the Holdings Companies have been duly and timely filed (taking into account any extension of time within which to file) and all such Tax Returns are true, accurate and complete in all material respects. All items of income, gain, loss, deduction and credit or any other items required to be included in each such Tax Return have been so included. All Taxes owed by or with respect to the Holdings Companies, and the assets and operations of its Subsidiaries the Holdings Companies that are or have become due have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have an adequate reserve for the payment of such Taxes has been adequately provided for on its consolidated balance sheet and consolidated statement of earnings established. (b) There are no audits, examinations, investigations or income in accordance other Legal Proceedings pending or threatened with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant respect to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Tax Return of or with respect to the Holdings Companies, and the assets and operations of the Holdings Companies. (c) All amounts required to be collected or withheld by the Holdings Companies with respect to Taxes due by have been timely collected or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning withheld and any material Tax liability is being conducted, is pending or has such amounts that are required to have been threatened in writing by remitted to any Governmental Authority. Taxing authority have been timely remitted. (d) There are no material waivers or extensions of any applicable statutes of limitations for the collection of any Taxes or any due date for the filing of any Tax Return, with respect to any Holdings Companies, or the assets and operations of any Holdings Companies. (e) There are no Liens for Taxes upon the assets of it or its Subsidiariesthe Holdings Companies, except for Permitted Liens. (f) No assessment, deficiency or adjustment in respect of Taxes has been proposed, asserted, assessed or threatened in writing by any Tax authority against the Holdings Companies or the assets and operations of the Holdings Companies. (g) No written claim has been made by any Tax authority in a jurisdiction where a Holdings Company does not pay Tax or file Tax Returns that are being contested such entity is or may be subject to Tax currently in good faith by appropriate proceedings and such jurisdiction, nor has any assertion been threatened or proposed in writing. (h) None of the Holdings Companies will be required to include any amount in income for which adequate reserves, any taxable period as a result of a change in accordance with IFRS accounting method for any Pre-Closing Tax Period (in the case of Itaú Chileother than a Straddle Period) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed any agreement with any Tax authority with respect to Corp Group Parties. Neither it nor any of its Subsidiaries such taxable period. (i) None of the Holdings Companies is a party to a Tax allocation or sharing agreement, and no payments are due or will become due by the Holdings Companies pursuant to any such agreement or arrangement or any Tax indemnification agreement. (j) None of the Holdings Companies has ever been a member of an affiliated group filing a consolidated federal income Tax Return or has any liability for the Taxes of any Person (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a jointanother Southcross Company), combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor . (k) None of the Holdings Companies has entered into any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or arrangement with any agreement pursuant Tax authority that requires it to which it take any action or refrain from taking any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) action with respect to Taxes. All material Taxes . (determined both individually and in l) None of the aggregateHoldings Companies has entered into a transaction that is a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b). (m) None of the Holdings Companies has agreed to or could be required to be withheldinclude any item of income in, collected or deposited by exclude any item of deduction from, taxable income for any Post-Closing Tax Period as a result of any installment sale or with respect open transaction disposition made on or prior to it the Closing Date, prepaid amount received on or prior to the Closing Date or election under Section 108(i) of the Code. (n) Each of the Holdings Companies that is classified as a partnership for U.S. federal income tax purposes has in effect a valid election under Section 754 of the Code. (o) Holdings LP is not a “foreign person” within the meaning of Section 1445 of the Code. (p) SXE is properly classified as a partnership for U.S. federal income tax purposes, and not as an association or a publicly traded partnership taxable as a corporation under Section 7704 of the Code and has been properly treated as such since its formation, and each Subsidiary have of the other Holdings Companies is either (i) properly classified as a partnership for U.S. federal income tax purposes or (ii) properly disregarded as an entity separate from its respective owner for U.S. federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b). (q) At least 90% of the aggregate gross income of (i) SXE for each taxable year since its formation has been timely withheld, collected or deposited as the case may and will be, and (ii) the Holdings Companies in the taxable year of the Closing will be from sources that are treated as “qualifying income” within the meaning of Section 7704(d) of the Code. (r) None of the Holdings Companies has any material Section 197 intangibles within the meaning of Section 197 of the Code that would be subject to the extent required, have been paid to anti-churning rules of Section 197(f)(9) of the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectCode.

Tax Matters. All (a) Except as set forth in Section 5.10(a) of the Seller Disclosure Schedule, Seller has duly and timely filed or caused to be filed (taking into account any valid extensions of the time for filing), with the appropriate Taxing Authority, all material Tax Returns that are required to be filed in respect of the Acquired Assets. Each such Tax Return is true, correct and complete in all material respects. All material Taxes due and payable in respect of the Acquired Assets have been timely paid in full. (b) (i) No audit or other examination by a Taxing Authority has been proposed in writing with respect to the Acquired Assets that has not been closed or on behalf resolved, (ii) neither Seller nor any of it its Affiliates has received any written notices from any Taxing Authority relating to any issue that could affect any Tax liability with respect to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date. (c) Neither Seller nor any of its Affiliates, as of the Closing Date, (A) has entered into a Contract or waiver or been requested to enter into a Contract or waiver extending any statute of limitations relating to the payment or collection of non-income Taxes with respect to the Acquired Assets that has not yet expired, or (B) is presently contesting non-income Tax liability with respect to the Acquired Assets before any Taxing Authority. (d) All material Taxes that Seller or any of its Subsidiaries Affiliates is (or was) required by Law to withhold or collect with respect to the Acquired Assets in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party have been duly withheld or collected, and have been timely filed or requests for extensions have paid over to the proper authorities to the extent due and payable. (e) No written claim has ever been timely filed and made by any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable Governmental Authority in a jurisdiction where neither Seller nor any of its Affiliates files Tax Returns with respect to it the Acquired Assets that Seller or any of its Subsidiaries Affiliates is or may be subject to taxation by that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns the Acquired Assets. (f) Seller is not a “foreign person” within the meaning of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. Section 1445 of the Code. (g) There are no material Liens Encumbrances for Taxes upon on any of the assets of it or its SubsidiariesAcquired Assets, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectPermitted Encumbrances.

Tax Matters. All (a) Each Target Company has timely filed or caused to be timely filed (taking into account applicable extensions) with the appropriate taxing authorities all material Tax Returns (including all Income Tax Returns) that are required to be filed by or on behalf of it or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expiredthem, and all such filed returns Tax Returns are true, correct and complete and accuratein all material respects. All material Taxes attributable to it (including all Income Taxes) due and payable by the Target Companies (whether or not shown on any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessedTax Return) have been duly and timely paid. Each Target Company has properly deducted, withheld and collected and timely remitted to the appropriate taxing authorities all Taxes required to be deducted, withheld or collected in respect of any amounts paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries)owing to, or corresponding accounting principles received or owing from, any employee, creditor or other third party and each Target Company has complied in all material respects with respect to all applicable Laws relating to payment, reporting, withholding, and collection of Taxes or remittance thereof. (including those passed by b) Except as set forth on Section 3.10(b) of the Chilean Superintendency Seller Disclosure Letter, there are no audits, disputes, investigations, claims, inquiries, examinations or other proceedings (whether civil, criminal, judicial, or administrative) with respect to any Tax Return or Taxes of Banksany Target Company pending, in progress, or threatened in writing that have not been resolved or completed. (c) and standards pursuant No Target Company has received any written notice from any taxing authority of any Income Tax or other material Tax deficiency, assessment, adjustment, proposed adjustment, or other issue relating to applicable Law and practice of its any Income Taxes or other material Taxes, which has not been paid or otherwise resolved in full. No Target Company has commenced a voluntary disclosure proceeding in any jurisdiction and no that has not been resolved or settled. All material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against any Target Company have been fully and timely (taking into account applicable extensions) paid, settled or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessmentwithdrawn, dispute or claim concerning any material Tax liability is being conductedand, is pending or no such deficiency has been threatened or proposed in writing by against any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS Target Company. (in the case of Itaú Chiled) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries No Target Company (i) is or has ever been a member any liability for the Taxes of an affiliated group any Person (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chileany Target Company) under Treasury Regulations Section 1.1502-6 or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any similar provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated groupnon-U.S. Tax Law, or as a transferee or successor, by contract, or otherwise, (ii) is or has been a member of an affiliated, consolidated, combined, unitary or similar Tax group (including, for clarity, any affiliated group within the meaning of Section 1504 of the Code (or any similar provision of state, local or non-U.S. Tax Law)) for purposes of filing any Tax Return or paying Taxes, other than a group the common parent of which is the Company; or (iii) is a party to, or has any liability under, any Tax allocation, sharing, indemnification, gross-up, or similar Contract or arrangement or any other Contract or arrangement providing for payments in respect of Taxes or Tax benefits (other than customary indemnification provisions contained in commercial Contracts entered into in the Ordinary Course of Business, the principal purpose of which is not related to Taxes). (e) No Target Company has waived or extended any statute of limitations in respect of Income Taxes or other material Taxes, or agreed to any extension of time with respect to an assessment or deficiency relating to such Taxes, for any taxable period with respect to which the statute of limitations has not expired (after giving effect to any extension or waiver) (other than any such waivers or extensions that are no longer in effect), nor is any written request for any such extension or waiver from any taxing authority outstanding. Neither it nor None of Seller and the Target Companies has made any election or otherwise taken any action to cause the Partnership Tax Audit Rules to apply to any Target Company at any earlier date than is required by Law. (f) No Target Company has distributed shares or stock of another Person, or has had its Subsidiaries shares or stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or 361 of the Code in the past two (2) years. (g) No Target Company is a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any corresponding or similar provision of state, local or non-U.S. income Tax Law). (h) No written claim has been made by a Governmental Authority in any jurisdiction in which any Group Company does not file a Tax sharingReturn or pay Taxes that such entity is or may be subject to Tax or required to file Tax Returns in such jurisdiction, indemnification which claims have not been resolved or withdrawn. (i) Each Target Company is tax resident only in its jurisdiction of organization, incorporation or formation, as applicable, and is not managed or controlled outside such jurisdiction for income Tax purposes. (j) There are no Liens for Taxes upon any of the Purchased Shares or any asset of any Target Company other than Permitted Liens. (k) Each Target Company has the U.S. federal income tax classification that is set forth on Section 3.10(k) of the Seller Disclosure Letter, and each Target Company has been so classified for U.S. federal income tax purposes at all times since the date set forth on Section 3.10(k) of the Seller Disclosure Letter. (l) There are no Income Tax or other material Tax rulings, requests for rulings, technical advice memoranda, closing agreements or similar agreement agreements or any agreement pursuant rulings relating to which it or any of its Subsidiaries has any obligation Taxes that have been issued to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected the Target Companies or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor into which any Target Company has entered into that would be binding on any of its Subsidiaries has requested any Target Company in any taxable period (or been granted portion thereof) after the Closing Date, in each case which agreement or ruling would be effective after the Closing Date. (m) No Target Company organized or formed under the laws of a jurisdiction outside of the United States (i) is a “surrogate foreign corporation” or “expatriated entity” within the meaning of Section 7874 of the Code (or any waiver corresponding or similar provision of any federal, state, local or foreign statute non-U.S. Tax Law) or is treated as a U.S. corporation for U.S. federal Tax purposes by reason of limitations the application of Sections 269B or 7874(b) of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law) or (ii) was created or organized in the United States such that such entity would be taxable in the United States as a domestic entity pursuant to the dual charter provision of Treasury Regulation Section 301.7701-5(a) (or any corresponding or similar provision of state, local or non-U.S. income Tax Law). (n) Each Target Company has complied in all material respects with respect toto any “escheat,” “abandoned property,” “unclaimed property,” or other similar Laws. The unpaid Taxes of the Target Companies (i) did not, or as of the Most Recent Balance Sheet Date, materially exceed the reserves for Tax liabilities (excluding any extension of a period reserve for deferred Taxes established to reflect timing differences between book and Tax income) included in the unaudited consolidated balance sheets and (ii) do not materially exceed such reserves as adjusted for the assessment or collection of, any material Tax, which waiver or extension is still passage of time through the Closing Date in effectaccordance with the past practices of the Target Companies in filing its Tax Returns.

Tax Matters. All Except as would not, individually or in the aggregate, result in material liability to AMID or any of its unitholders or Subsidiaries (i) all Tax Returns that were required to be filed by or on behalf of it with respect to AMID or any of its Subsidiaries have been duly and timely filed or requests for extensions have been timely filed and (taking into account any such extension has been granted and has not expired, of time within which to file) and all such filed returns Tax Returns are complete and accurate. All , (ii) all items of income, gain, loss, deduction and credit or other items required to be included in each such Tax Return, have been so included, (iii) all Taxes attributable to it owed by AMID or any of its Subsidiaries that are or were have become due or payable (without regard to whether such Taxes have been assessed) have been timely paid in full or have an adequate reserve for the payment of such Taxes has been adequately provided for established, (iv) all Tax withholding and deposit requirements imposed on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by AMID or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries have been satisfied in full in all respects, (iv) there are no Liens on any of the assets of AMID or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax, (vi) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of AMID or any of its Subsidiaries, (vii) there is no written claim against AMID or any of its Subsidiaries for any Taxes, and no assessment, deficiency or adjustment has ever been asserted, proposed, or threatened in writing with respect to any Tax Return of or with respect to AMID or any of its Subsidiaries, (viii) there is not in force any extension of time (other than customary extensions) with respect to the due date for the filing of any Tax Return of or with respect to AMID or any of its Subsidiaries or any waiver or agreement for any extension of time for the assessment or payment of any Tax of or with respect to AMID or any of its Subsidiaries, (ix) none of AMID or any of its Subsidiaries will be required to include any amount in income for any taxable period as a result of a change in accounting method for any taxable period ending on or before the Closing Date or pursuant to any agreement with any Tax authority with respect to any such taxable period, (x) none of AMID or any of its Subsidiaries is a party to a Tax allocation or sharing agreement, and no payments are due or will become due by AMID or any of its Subsidiaries pursuant to any such agreement or arrangement or any Tax indemnification agreement, nor has any such extension waiver or agreement been requested, (xi) none of AMID or any of its Subsidiaries has been a member of an affiliated group filing a consolidated federal income Tax Return or has any liability for the Taxes of any Person (other than a group the common parent AMID or any of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a jointits Subsidiaries), combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it , (xii) no written claim has been made by any Tax authority in a jurisdiction where any of AMID or any of its Subsidiaries does not currently file a Tax Return that any of AMID or any of its Subsidiaries is or may be subject to any Tax in such jurisdiction, nor has any such assertion been threatened or proposed in writing, (xiii) none of AMID or any of its Subsidiaries has entered into any agreement or arrangement with any Tax authority that requires any of AMID or any of its Subsidiaries to take any action or refrain from taking any action with respect to Taxes, (xiv) none of AMID or any of its Subsidiaries is a party to a Tax sharing“foreign person” within the meaning of Section 1445 of the Code, indemnification or similar agreement (xv) none of AMID, or any agreement pursuant to which it of its Subsidiaries, for any taxable year not closed by the applicable statute of limitations, has entered into a transaction that is a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), (xvi) none of AMID or any of its Subsidiaries has agreed to or could be required to include any obligation item of income in, or exclude any item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any installment sale or open transaction disposition made on or prior to any Person the Closing Date, prepaid amount received on or prior to the Closing Date or election under Section 108(i) of the Code, (xvii) AMID and each of its Subsidiaries that is classified as a partnership for U.S. federal income tax purposes has in effect a valid election under Section 754 of the Code, (xviii) AMID and each of its Subsidiaries (other than it GP Sub, American Midstream Finance Corp., Blackwater Investments, Inc. and Blackwater Midstream Corp.) is properly classified as a partnership or one of its Subsidiariesa disregarded entity (as defined in Treasury Regulation Section 301.7701-3(a)) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may befor U.S. federal income tax purposes, and to not as an association or a publicly traded partnership taxable as a corporation under Section 7704 of the extent requiredCode and has been properly treated as such since its formation, have and (xix) at least 90% of the gross income of AMID for each taxable year since its formation has been paid to from sources that are treated as “qualifying income” within the relevant Governmental Authority. Neither it nor any meaning of its Subsidiaries has requested or been granted any waiver Section 7704(d) of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectCode.

Tax Matters. (a) MutualFirst and its Subsidiaries have timely filed (including applicable extension periods) all Tax Returns and have paid, or where payment is not yet required to have been made, have set up an adequate reserve or accrual for the payment of, all material Taxes in respect of the periods covered by such Tax Returns and, as of the Effective Date, will have paid, or where payment is not required to have been made will have set up an adequate reserve or accrual for the payment of, all material Taxes for any subsequent periods ending on or prior to the Effective Date. Neither MutualFirst nor any of its Subsidiaries will have any material liability for any such Taxes in excess of the amounts so paid or reserves or accruals so established. MutualFirst and its Subsidiaries have timely and properly withheld and paid over all Taxes to the proper tax authority required to be so withheld and paid over in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party. (b) All Tax Returns required to be filed by or on behalf of it MutualFirst or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurateaccurate in all material respects. All Taxes attributable to it or Neither MutualFirst nor any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (MutualFirst Subsidiary is delinquent in the case payment of Itaú Chile), Colombian GAAP (in the case any Taxes nor has it requested an extension of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant time which is currently outstanding within which to applicable Law and practice of its jurisdiction and no file any Tax Return with respect to any material Taxes. No deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, tentatively or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it ) against MutualFirst or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) which have not been settled and paid. There are currently no agreements in effect with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected MutualFirst or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute to extend the period of limitations with respect to, or any extension of a period for the assessment or collection ofof any Taxes. No audit, examination or deficiency or refund litigation with respect to any material TaxTax Return or Taxes is pending or, which waiver to the Knowledge of MutualFirst, is threatened. (c) None of the Tax Returns of MutualFirst or extension is still in effectany of its Subsidiaries with respect to income Taxes have during the past three years been audited or examined by applicable Tax authorities.

Tax Matters. All Other than as set forth on Schedule 4.12 of the Seller Disclosure Schedules: (a) Seller has duly and timely filed (taking into account any extension of time within which to file) all Relevant Tax Returns that it was required to be filed by or on behalf of it or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expiredfile under applicable Law, and all such filed returns are Tax Returns were true correct and complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance substantial compliance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law when filed. Seller has timely and practice properly paid all Relevant Taxes required to be paid by it under applicable Law, whether or not disputed and whether or not shown to be due and payable on any Tax Return. Seller is not currently the beneficiary of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect extension of time within which to file any Taxes due by or Relevant Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental AuthorityReturn. There are no material Liens for Encumbrances on any of the Purchased Assets that arose in connection with any failure (or alleged failure) to pay any Tax. For purposes of this Section 4.12, “Relevant” shall mean, when modifying “Taxes” or “Tax Returns,” such Taxes upon or Tax Returns, as appropriate, that relate to the assets of it Purchased Assets or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) Business or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries)that, or corresponding accounting principles that may reasonably be expected to, result in an Encumbrance on the Purchased Assets or the Business after the Closing. (b) Seller has withheld or collected and paid over on a timely basis to the appropriate Authorities (or is properly holding for such timely payment) all Relevant Taxes required by applicable Law to be withheld or collected by Seller in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, member of Seller or other Person and all Relevant Tax Returns (including, but not limited to, Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed. (c) No Taxing Authority has given written notice or alleged in writing to Seller (or, to the Knowledge of Seller, has otherwise alleged) that Seller has or may have Breached any applicable Law regarding the preparation or filing of any Tax Returns or the payment or withholding of any Relevant Taxes (including those passed by the Chilean Superintendency of Banks) and standards pursuant any claim that Seller is required to applicable Law and practice of its jurisdiction, have been established. All material Liens for pay Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither any jurisdiction where it nor any of its Subsidiaries (i) is or has ever been does not currently file a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or may be subject to Tax in such jurisdiction). Seller has not granted any waiver, extension or comparable Consent for the payment of Relevant Taxes or filing of Relevant Tax Returns that remains outstanding, and no request for any such waiver, extension or comparable Consent from Seller has been received by Seller or Parent that is pending. (iid) Seller has not received any material liability written notice of any pending or, to the Knowledge of Seller, threatened request, audit, inquiry or other Proceeding in relation to Relevant Taxes or Relevant Tax Returns, and, to the Knowledge of Seller, no such request, audit, inquiry or other Proceeding is pending, ongoing, scheduled or threatened. Seller has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (e) There are no Tax rulings, requests for rulings, technical advice memoranda, applications for change in accounting methods, closing agreements or any similar rulings, memoranda or agreements that would reasonably be expected to affect Liabilities for Relevant Taxes for any Taxable Period (or portion thereof) after the Closing Date. Seller has no Liability for the Taxes of any other Person arising from under Section 1.1502-6 of the application of Treasury Regulations (or any similar provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated grouplocal, or non-U.S. law), as a transferee or successor, by contractContract or otherwise, that, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to that may reasonably be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect expected to, result in an Encumbrance on the Purchased Assets or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectBusiness.

Tax Matters. All (a) To the knowledge of UGC, neither UGC nor any of its Subsidiaries has taken or agreed to take any action that would prevent the UGC Merger from constituting an exchange qualifying under Section 351 of the Code. UGC is not aware of any agreement, plan or other circumstance that would prevent the UGC Merger from qualifying under Section 351 of the Code. (b) UGC and each of its Subsidiaries have timely filed all Tax Returns that they were required to be filed by file, other than any Tax Returns the failure to file would not, individually or on behalf in the aggregate, have a UGC Material Adverse Effect. UGC and each of it its Subsidiaries have paid all Taxes due, other than Taxes adequate reserves for which have been made in UGC’s financial statements and Taxes the failure to pay would not, individually or in the aggregate, have a UGC Material Adverse Effect. (c) There are no claims or assessments pending against UGC or any of its Subsidiaries for any alleged deficiency in any Tax, and UGC has not been notified in writing of any proposed Tax claims or assessments against UGC or any of its Subsidiaries (other than, in each case, claims or assessments for which adequate reserves in the UGC financial statements have been timely filed established and claims or requests for extensions assessments which would not, individually or in the aggregate, have been timely filed and a UGC Material Adverse Effect). (d) There are no Liens or Restrictions on any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it of the assets or properties of UGC or any of its Subsidiaries that are arose in connection with any failure (or were due or payable (without regard alleged failure) to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for pay any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its SubsidiariesTax, except for statutory liens for current Taxes that are being contested in good faith by appropriate proceedings not yet due and payable (and except for Liens or Restrictions which adequate reserveswould not, in accordance with IFRS (individually or in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdictionaggregate, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. a UGC Material Adverse Effect). (e) Neither it UGC nor any of its Subsidiaries (ix) except as set forth in Section 5.10(e) of the UGC Disclosure Letter, is bound by any Tax allocation or has ever been a member of an affiliated group (other than a group the common parent of Tax sharing agreement which is Itaú Chile (in the case of Itaú Chile) applies to U.S. federal or Itaú Colombia (in the case of Itaú Colombia) filing a jointstate income Taxes, combined, unitary or consolidated Tax Return or (iiy) has any material liability liabilities under any Tax allocation or Tax sharing agreement (except for Taxes of any other Person arising from the application of any provision of federal stateliabilities which would not, local individually or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. a UGC Material Adverse Effect). (f) Neither it UGC nor any of its Subsidiaries has requested or been granted any waiver participated in a listed transaction within the meaning of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectTreasury Regulations Section 1.6011-4(b)(2).

Tax Matters. All Except for any such matter that would not, individually or in the aggregate, have a Company Material Adverse Effect: (a) The Company and each of its Subsidiaries (i) have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them with the appropriate Taxing authority and all such filed Tax Returns are complete and accurate in all respects; (ii) have paid all Taxes that are required to be paid (whether or not shown on behalf any Tax Returns)except for Taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (iii) have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, stockholder, creditor, independent contractor or third party (each as determined for Tax purposes); and (iv) have not waived any statute of it limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (b) The Tax Returns of the Company and each of its Subsidiaries for all years up to and including 2018 have been examined by 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. (c) No deficiency with respect to Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries. There are no Proceedings pending or threatened in writing regarding any Taxes of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries. (d) Neither the Company nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that the Company or any of its Subsidiaries was required to file any Tax Return that was not filed. (e) Neither the Company nor any of its Subsidiaries have been timely filed entered into any contract or requests for extensions have been timely filed and arrangement with any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it Tax authority that requires the Company or any of its Subsidiaries that are to take any action or were due to refrain from taking any action, nor is the Company or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice any of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect Subsidiaries a party to any Taxes due agreement with any Tax authority that would be terminated or adversely affected as a result of the transactions contemplated by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. this Agreement. (f) There are no material Liens Encumbrances for Taxes upon (except Permitted Encumbrances) on any of the assets of it the Company or any of its Subsidiaries. (g) Other than the TRA, except for Taxes that are being contested in good faith neither either the Company nor any of its Subsidiaries is a party to or is bound by appropriate proceedings any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (i) exclusively between or among the Company and for which adequate reserves, in accordance with IFRS its Subsidiaries or (ii) entered into in the case ordinary course of Itaú Chilebusiness and not primarily related to Taxes). (h) or Colombian GAAP (in Neither the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its Subsidiaries (iA) is or has ever been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is Itaú Chile (in was the case of Itaú ChileCompany) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (iiB) has any material liability for the Taxes of any person (other Person arising from than the application Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal stateLaw), local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, contract or otherwise. . (i) Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it Company nor any of its Subsidiaries has requested been, within the past 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 Mergers are also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. (j) Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b). (k) At no time during the past five years has the Company been granted a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. (l) Neither the Company nor any waiver of its Subsidiaries will be required to include any item of income in, or to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any federalclosing agreement, installment sale or open transaction prior to Closing, any accounting method change or agreement with any Tax authority, any prepaid amount received prior to Closing, any intercompany transaction or excess loss account described in Section 1502 of the Code (or any corresponding provision of Tax Law) occurring or existing, respectively, prior to the Closing. Neither the Company nor any of its Subsidiaries has or will have any outstanding liability under Section 965(h) of the Code (or any similar provision of state, local or foreign statute law). (m) The Company has been treated as a U.S. “C-Corporation” for U.S. tax purposes since February 4, 2019. From the Company’s formation on August 11, 2015 until February 4, 2019, the Company was treated as a partnership or a disregarded entity for U.S. income tax purposes. Each of limitations with respect tothe Company’s Subsidiaries is, and has been since each Subsidiary’s formation, disregarded for U.S. tax purposes, except that LHGN Holdco was treated as a disregarded entity of the Company from June 26, 2020 until December 29, 2020 on which date it became a partnership for U.S. income tax purposes. (n) Neither the Company nor any of its Subsidiaries is, or has been since its formation, been subject to Tax in any extension jurisdiction outside the United States by virtue of having employees, a period permanent establishment or any other place of business in such jurisdiction. (o) Neither the Company nor any of its Subsidiaries have availed itself of any government grants, Tax holidays, loans or other Tax benefits or relief related to the COVID-19 pandemic, including deferral of payroll taxes under the CARES Act or any similar applicable federal, state or local law. (p) The Company and its Subsidiaries have not taken any action, and to the Knowledge of the Company, there is no fact or circumstance that would reasonably be expected to prevent or impede the Mergers from qualifying for the assessment Intended Tax Treatment. (q) LHGN Holdco is not and has not been at any time since its formation treated as a publicly traded partnership within the meaning of Section 7704 of the Code. (r) No Units have been redeemed, converted, or collection of, otherwise exchanged into Company Class A Common Stock or any material Tax, which waiver or extension is still in effectother securities prior to the Gulf Effective Time.

Tax Matters. All (a) (i) Each of the income, franchise and other material Tax Returns required to be filed by or on behalf of it or any of its Subsidiaries the Acquired Companies with any Governmental Body (collectively, the “Acquired Company Returns”) have been filed on or before the applicable due date (including any extensions of such due date), and have been prepared in compliance in all material respects with all applicable Legal Requirements and are true and correct in all respects, and (ii) all amounts shown on the Acquired Company Returns (and all other Taxes required to be paid by or on behalf of the Acquired Companies, whether or not shown as due on any Acquired Company Returns) have been timely filed or requests for extensions paid. (b) Each of the Acquired Companies has withheld and paid all Taxes required to have been timely filed withheld and paid in connection with amounts paid or owing to any such extension has been granted and has not expiredemployee, independent contractor, creditor, stockholder, or other third party, and all such Forms W-2 and 1099 required with respect thereto (and any other Tax Return required to be filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessedprovided under applicable Legal Requirements) have been paid completed and timely filed in full or have been adequately provided compliance in all material respects with all applicable Legal Requirements. (c) The Company’s financial statements accrue all material actual and contingent liabilities for on its consolidated balance sheet and consolidated statement unpaid Taxes of earnings or income the Acquired Companies with respect to all periods through the dates thereof in accordance with IFRS (GAAP. The Company will establish, in the case ordinary course of Itaú Chile)business and consistent with its past practices, Colombian GAAP reserves adequate for the payment of all material unpaid Taxes by or on behalf of the Acquired Companies for the period from the date of the Balance Sheet through the Closing Date. (d) There are (i) no current examinations or audits of any Acquired Company Return in progress involving Taxes and (ii) no written notice of a claim or pending investigation has ever been received by any of the case Acquired Companies from any Governmental Body in any jurisdiction where an Acquired Company does not file Tax Returns or pay Taxes that such Acquired Company is or may be subject to Taxes in that jurisdiction or may have a duty to file Tax Returns in that jurisdiction. No extension or waiver of Itaú Colombia and its Subsidiaries), the limitation period applicable to any of the Acquired Company Returns has been requested or corresponding accounting principles granted that is currently in effect. (including those passed by the Chilean Superintendency of Bankse) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted No Legal Proceeding is pending or assessed threatened in writing against or with respect to the Acquired Companies in respect of any Taxes due by or Tax Returns of it or its SubsidiariesTax. No audit assessment, dispute or claim concerning any deficiency of material Tax liability is being conducted, is pending or Taxes in respect of the Acquired Companies has been threatened asserted in writing as a result of any audit or examination by any Governmental Authority. There are no material Liens Body that is not adequately reserved for Taxes upon in the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, Company’s financial statements in accordance with IFRS GAAP or has not been otherwise resolved or paid in full. (in f) None of the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or Acquired Companies has ever been a member of an affiliated combined, consolidated or unitary Tax group (for purposes of filing any Tax Return other than a group of which any of the Acquired Companies was the common parent of which is Itaú Chile (in the case of Itaú Chile) parent, or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has incurred any material liability for the Taxes of any Person (other Person arising from than the application Company or any other Acquired Companies) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated groupLegal Requirement), or as a transferee or successor, by contract, or otherwise. Neither it nor any . (g) None of its Subsidiaries the Acquired Companies is a party to a to, bound by, or has any obligation under any Tax sharing, indemnification Tax allocation or Tax indemnity agreement. (h) None of the Acquired Companies have been either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. (i) None of the Acquired Companies has entered into any “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). (j) None of the Acquired Companies will be required to include any material item of income in, or exclude any material item of deduction from, the computation of 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) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar agreement provision of state, local or foreign income Tax law) executed on or prior to the Closing Date, (iii) installment sale or open transaction disposition made on or prior to the Closing Date, (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any agreement pursuant similar provision of state, local or foreign Legal Requirement) or (v) prepaid amount received on or prior to the Closing Date outside the ordinary course of business. (k) None of the Acquired Companies has or has had a permanent establishment, as defined in an applicable Tax treaty or convention, in a country other than the country in which it or any of its Subsidiaries is resident for Tax purposes. Each Acquired Company has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All collected all material sales, use, value added, and similar Taxes (determined both such Taxes being material either individually and or in the aggregate) required to be withheldcollected, has timely remitted (taking into account any applicable extensions) such Taxes to the appropriate Governmental Body, and has collected applicable exemption certificates or deposited other proof of the exempt nature of transactions for which an exemption from any such Tax has been claimed by such Acquired Company. (l) The Company has delivered to Parent or Parent’s Representatives prior to the date of this Agreement true and correct copies of (i) the U.S. federal, state, local and non-U.S income Tax Returns filed by or with respect to it the Acquired Companies for each of the fiscal years ended since January 1, 2010, (ii) without duplication of any Tax Returns described in the foregoing clause (i), all U.S. federal, state and each Subsidiary have been timely withheldlocal income Tax Returns filed by or with respect to the Acquired Companies or other Entities, collected or deposited as the case may be, and to the extent requiredsuch Tax Returns reflect any net operating losses and/or credits that may be utilized by the Acquired Companies as of and following the Closing Date, have been paid and (iii) all examination reports and statements of deficiencies assessed against or agreed to by the relevant Governmental Authority. Neither it nor Acquired Companies or any of its Subsidiaries has requested or been granted any waiver their respective predecessors since January 1, 2010 with respect to Taxes of any federaltype. (m) There are no Encumbrances for Taxes upon the assets of any of the Acquired Companies (other than with respect to liens for Taxes incurred in the ordinary course of business consistent with past practice that are not yet due or payable or are being contested in good faith and for which adequate reserves have been established in accordance with GAAP). (n) The Company is not, and has not been at any time during the five (5)-year period ending on the Closing Date, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code. (o) No Acquired Company has entered into any material closing agreement, private letter ruling, technical advice memoranda, or similar agreement or ruling with any Tax authority, nor has any been issued by any Tax authority. (p) There is no limitation on the utilization by any Acquired Company of any net operating loss or similar item under the Code or comparable provisions of state, local or foreign Legal Requirement (other than any such limitation arising as a result of the consummation of the transactions contemplated by this Agreement). The Company has delivered to Parent or Parent’s Representatives all studies analyzing limitations on the utilization of the net operating losses of the Company under Section 382 of the Code, and each such study is correct and complete in all material respects. (q) All material transactions among or between any of the Acquired Companies comply and have materially complied with the requirements of Section 482 of the Code (and any comparable provisions of state, local or foreign Legal Requirement) for all periods for which the applicable statute of limitations has not expired. (r) Part 3.16(r) of the Company Disclosure Schedule sets forth (i) each Acquired Company that is or has been a “controlled foreign corporation” under Section 957 of the Code and (ii) all elections with respect to, or to any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectAcquired Company under Treasury Regulation Section 301.7701-3.

Tax Matters. All (a) The Company and its Subsidiaries (i) have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be have been filed by or with respect to the Company or any of its Subsidiaries, and all such Tax Returns are true, correct and complete in all respects and were prepared in compliance with applicable Law, (ii) have duly and timely paid all Taxes shown as due on behalf such material Tax Returns, (iii) have adequate accruals and reserves, in accordance with GAAP, on the financial statements included in the Company SEC Documents for all material Taxes payable by the Company and its Subsidiaries for all taxable periods and portions thereof through the date of it such financial statements and (iv) have not received written notice of any proposed or assessed material deficiencies for any Tax from any taxing authority, against the Company or any of its Subsidiaries have for which there are not adequate reserves on the financial statements included in the Company SEC Documents. (b) Neither the Company nor any of its Subsidiaries is the subject of any currently ongoing tax audit or other proceeding with respect to any material amount of Taxes nor has any Tax audit or other proceeding with respect to any material amount of Taxes been timely filed or proposed against any of them in writing. As of the date of this Agreement, there are no pending requests for waivers of the time to assess any Tax. Neither the Company nor any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency (other than pursuant to extensions have been timely filed and of time to file Tax Returns obtained in the ordinary course of business). There are no Liens for Taxes on any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it of the assets of the Company or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiariesother than Company Permitted Liens. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has ever been threatened made in writing by any Governmental Authority. There are no material Liens for Taxes upon a taxing authority of a jurisdiction where the assets of it Company or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice one of its Subsidiaries has not filed Tax Returns claiming that the Company or such Subsidiary is or may be subject to taxation by that jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. . (c) Neither it the Company nor any of its Subsidiaries is a party to or bound by any written Tax allocation, indemnification (iincluding indemnification of Taxes with respect to service-providers) or sharing agreement (other than an agreement with the Company or its Subsidiaries and other than customary indemnifications for Taxes contained in credit or other commercial agreements the primary purposes of which do not relate to Taxes). Neither the Company nor any of its Subsidiaries is or has ever has, within the past six years, been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú ColombiaCompany) filing a joint, combined, unitary consolidated federal income Tax Return. Neither the Company nor any of its Subsidiaries is liable under Treasury Regulation Section 1.1502-6 (or consolidated any similar provision of the Tax Return or (ii) has any material liability for Taxes Laws of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated groupjurisdiction), or as a transferee or successor, by contract, or otherwise. , for any Tax of any Person other than the Company and its Subsidiaries. (d) The Company and its Subsidiaries have duly and timely withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. (e) Neither it the Company nor any of its Subsidiaries is was a party “distributing corporation” or “controlled corporation” in a transaction intended to qualify under Section 355 of the Code within the past two (2) years or otherwise as part of a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person plan that includes the Merger. (other than it or one of its Subsidiariesf) with respect to Taxes. All material Taxes (determined both individually and in Neither the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it Company nor any of its Subsidiaries has requested participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4. (g) The Company has made available to Parent on the Virtual Data Room copies of all federal income Tax Returns for the Company and each of its Subsidiaries and all state income Tax Returns for the Company and each of its Subsidiaries filed for all open years. (h) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or been granted exclude any waiver item of deduction from, taxable income for a taxable period ending after the Closing Date of as a result of any federal, (i) adjustment pursuant to Section 481 of the Code (or any analogous provision of state, local or foreign statute Law) for a taxable period ending on or before the Closing Date, (ii) ”closing agreement” as described in Section 7121 of limitations with respect to, the Code (or any extension analogous provision of state, local or foreign Law) executed on or prior to the Closing Date, (iii) installment sale or open transaction disposition made on or prior to the Closing Date, (iv) prepaid amount received on or prior to the Closing Date or (v) election by the Company or any Company Subsidiary under Section 108(i) of the Code. (i) Neither the Company nor any of its Subsidiaries has taken or agreed to take any action or knows of any fact or circumstance that could reasonably be expected to prevent or impede the Merger from qualifying as a period for “reorganization” within the assessment or collection of, any material Tax, which waiver or extension is still in effectmeaning of Section 368(a) of the Code.

Tax Matters. All (a) The Company and each of its Subsidiaries has timely filed all income Tax Returns and other material Tax Returns (taking into account valid extensions granted in the ordinary course of business) that they were required to be filed file under applicable Law. All such Tax Returns are correct and complete in all material respects and have been prepared in compliance with all applicable Law. No written claim has ever been made by any Governmental Body in any jurisdiction where the Company or any of its Subsidiaries does not file a particular Tax Return or pay a particular Tax that the Company or such Subsidiary is subject to taxation by that jurisdiction. (b) All income and other material Taxes due and owing by the Company or any of its Subsidiaries on or before the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of the Company and its Subsidiaries did not, as of the Company Unaudited Interim Balance Sheet Date, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Company Unaudited Interim Balance Sheet. Since the Company Unaudited Interim Balance Sheet Date, neither the Company nor any of its Subsidiaries has incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All Taxes that the Company or any of its Subsidiaries are or were required by Law to withhold or collect have been duly and timely withheld or collected in all material respects on behalf of it its respective employees, independent contractors, stockholders, lenders, customers or other third parties and, have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Permitted Encumbrances) upon any of the assets of the Company or any of its Subsidiaries. (e) No deficiencies for income or other material Taxes with respect to the Company or any of its Subsidiaries have been timely filed claimed, proposed or requests for extensions have been timely filed and assessed by any such extension Governmental Body in writing other than any deficiency that has been granted and has not expiredresolved. There are no pending or ongoing, and all such filed returns are complete and accurate. All to the Knowledge of the Company, threatened audits, assessments or other actions for or relating to any liability in respect of a material amount of Taxes attributable to it of the Company or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon Neither the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its Subsidiaries (ior any of their predecessors) has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency, which waiver is or still in effect. (f) Neither the Company nor any of its Subsidiaries has ever been a member United States real property holding corporation within the meaning of an affiliated group Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (other than a group g) Neither the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it Company nor any of its Subsidiaries is a party to a any Tax sharingallocation agreement, indemnification Tax sharing agreement, Tax indemnity agreement, or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (arrangement, other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and customary commercial Contracts entered into in the aggregateOrdinary Course of Business the principal subject matter of which is not Taxes. (h) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as Neither the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it Company nor any of its Subsidiaries has requested will be required to include any material item of income in, or been granted exclude any waiver material item of deduction from, taxable income for any federal, Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes filed on or prior to the Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign statute Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of limitations with respect to, the Code (or any extension similar provision of a period for state, local or foreign Law) occurring on or prior to the assessment Closing Date; (v) installment sale or collection ofopen transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received on or prior to the Closing Date; or (vii) election under Section 108(i) of the Code (or any similar provision of state, local or foreign Law) made on or prior to the Closing Date. The Company has not made any material Tax, which waiver or extension is still in effectelection under Section 965(h) of the Code.

Tax Matters. All (a) Each of MEDS and each of its Subsidiaries has timely filed all income Tax Returns and all other material Tax Returns required to be filed under applicable Law. All such Tax Returns were true, correct and complete in all material respects and have been prepared in material compliance with all applicable Law. Subject to exceptions as would not be material, no claim has been made by a Governmental Authority in a jurisdiction where MEDS or any of its Subsidiaries does not file Tax Returns that MEDS or any of its Subsidiaries is subject to taxation by that jurisdiction. (b) All material amounts of Taxes due and owing by MEDS and each of its Subsidiaries (whether or not shown on behalf any Tax Return) have been timely paid. The unpaid Taxes of it MEDS and each of its Subsidiaries for periods (or portions thereof) ending on or prior to the date of the MEDS Unaudited Interim Balance Sheet do not materially exceed the accruals for current Taxes set forth on the MEDS Unaudited Interim Balance Sheet. Since the date of the MEDS Unaudited Interim Balance Sheet, neither MEDS nor any of its Subsidiaries has incurred any material Liability for Taxes outside the Ordinary Course of Business or otherwise inconsistent with past custom and practice. (c) Each of MEDS and each of its Subsidiaries has withheld and paid to the appropriate Governmental Authority 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. (d) There are no Encumbrances for material Taxes (other Encumbrances described in clause (a) of the definition of “Permitted Encumbrances”) upon any of the assets of MEDS or any of its Subsidiaries. (e) No deficiencies for a material amount of Taxes with respect to MEDS or any of its Subsidiaries have been timely filed claimed, proposed or requests for extensions assessed by any Governmental Authority in writing that have not been timely filed and paid in full. There are no pending (or, based on written notice, threatened) material audits, examinations assessments or other actions for or relating to any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All liability in respect of Taxes attributable to it of MEDS or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it MEDS nor any of its Subsidiaries has waived any statute of limitations in respect of material Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency. (if) Neither MEDS nor any of its Subsidiaries is a party to any Tax allocation, Tax sharing or similar agreement (including indemnity arrangements), other than Ordinary Course Agreements. (g) Neither MEDS nor any of its Subsidiaries has ever been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which is Itaú Chile (in the case MEDS). Neither MEDS nor any of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) its Subsidiaries has any material liability Liability for the Taxes of any Person (other Person arising from the application of than MEDS or its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of federal state, local local, or foreign Law that imposes joint or several liability on members of a consolidated or affiliated grouplaw), or as a transferee or successor, by contractContract (other than an Ordinary Course Agreement) or otherwise. (h) Neither MEDS nor any of its Subsidiaries has distributed stock of another Person, or otherwise. has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code or Section 361 of the Code. (i) Neither it MEDS nor any of its Subsidiaries has entered into any transaction identified as a “reportable transaction” for purposes of Treasury Regulations Sections 1.6011-4(b)(2) or 301.6111-2(b)(2). (j) Neither MEDS nor any of its Subsidiaries will be required to include any item of income in, or exclude any 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, or use of improper, method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; (iv) prepaid amount, advance payments or deferred revenue received or accrued on or prior to the Closing Date other than in respect of such amounts reflected in the MEDS Balance Sheet or received in the Ordinary Course of Business since the date of the MEDS Balance Sheet; or (v) intercompany transaction or excess loss amount described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law). (k) Neither MEDS nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver aware of any federalfacts or circumstances or has knowingly taken or agreed to take any action, statein each case, local that would reasonably be expected to prevent or foreign statute impede the Merger from qualifying as a “reorganization” within the meaning of limitations with respect to, or any extension Section 368(a) of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectCode.

Tax Matters. All (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) Company and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and all such Tax Returns are true, complete and accurate. (ii) Company and each of its Subsidiaries have adequately accrued and reserved for Taxes not yet due or on behalf owing in accordance with GAAP. (iii) Company and each of it its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Company or any of its Subsidiaries have been timely filed are obligated to withhold from amounts owing to any employee, creditor, shareholder or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS third party (in the case of Itaú Chileeach case, whether or not shown on any Tax Return), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or except with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being matters contested in good faith by through appropriate proceedings and for which adequate reservesreserves have been established, in accordance with IFRS (in GAAP, on the case most recent financial statements of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia Company and its Subsidiaries), . (iv) No Tax Return of Company or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice any of its jurisdictionSubsidiaries is the subject of an audit, have examination investigation or other proceeding; there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Company or any of its Subsidiaries; and no assessment of Tax has been established. All material Liens for Taxes proposed in writing against Company or any of its Subsidiaries or any of its assets or properties that are being contested has not been fully settled or resolved. (v) No power of attorney has been granted with respect to any Tax of Company or any of its Subsidiaries which will be in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. force after Closing. (vi) Neither it Company nor any of its Subsidiaries is the beneficiary of any waivers of any limitation periods or agreements providing for an extension of time for the filing of any Tax Return, the assessment or collection thereof by any relevant Tax authority or the payment of any Tax by Company or any of its Subsidiaries, which waiver or extension is currently in effect. (ivii) is or Neither Company nor any of its Subsidiaries has ever been a member any liability for the Taxes of an affiliated group any person (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of Company or its Subsidiaries) (A) under Treasury Regulations Section 1.1502-6 (or any other Person arising from the application of any similar provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated groupnon-U.S. tax Law), or (B) as a transferee or successorsuccessor or (C) by Contract (other than customary Tax indemnifications contained in ordinary course commercial agreements or arrangements that are not primarily related to Taxes). (viii) Neither Company nor any of its Subsidiaries has any liability pursuant to any Tax sharing, by contract, allocation or otherwise. indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among such party and any of its wholly owned Subsidiaries and other than as customary Tax indemnifications contained in ordinary course commercial agreements or arrangements that are not primarily related to Taxes). (ix) Neither it Company nor any of its Subsidiaries is a party to a Tax sharing, indemnification any closing agreement described in Section 7121 of the Code or any predecessor provision thereof or any similar agreement under state, local or non-U.S. tax Law, and neither Company nor any agreement pursuant of its Subsidiaries is subject to which it any private ruling issued by any Governmental Entity in respect of Taxes. (x) There are no Liens for Taxes on any asset of Company or its Subsidiaries, except for Company Permitted Liens. (xi) No written claim has been received by Company or any of its Subsidiaries has any obligation from a Governmental Entity in a jurisdiction where such entity does not file Tax Returns that it is or may be subject to any Person taxation by such jurisdiction. (other than it or one of its Subsidiariesxii) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it Company nor any of its Subsidiaries has requested been a party to a transaction that is a “listed transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(2), or been granted any waiver other transaction requiring disclosure under analogous provisions of any federal, state, local or foreign statute non-U.S. Tax Law. (xiii) Within the past two years, neither Company nor any of limitations with respect toits 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 intended to qualify for tax-free treatment under Section 355 of the Code (or a similar provision of state, local or non-U.S. tax Law). (xiv) Neither Company nor any extension of a period for its Subsidiaries have taken or omitted to take any actions that could reasonably be expected to adversely affect the assessment or collection of, any material Tax, which waiver or extension is still in effecttax free status of the spin-off transaction that occurred on the Spin-Off Date.

Tax Matters. (i) All Tax Returns required to be have been filed by or on behalf of it or any of with respect to GWG and its Subsidiaries have been timely filed (taking into account any extension of time to file granted or requests for extensions have been timely filed obtained); (ii) all Taxes due and any such extension has been granted payable by GWG and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are (whether or were due or payable (without regard to whether such Taxes have been assessednot shown on any Tax Return) have been paid or will be timely paid (other than those Taxes being contested in full or good faith and for which adequate reserves have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (established in the case of Itaú ChileGWG Reports); (iii) no deficiency for any Tax has been asserted, Colombian GAAP (in the case of Itaú Colombia proposed or assessed by a Governmental Authority against GWG and its Subsidiaries)Subsidiaries that has not been satisfied by payment, settled or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted withdrawn or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith through appropriate proceedings; (iv) no audit or other Action by appropriate proceedings any Governmental Authority is pending or threatened in writing; (v) there are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection, assessment or reassessment of, Taxes due from GWG and its Subsidiaries for which adequate reservesany taxable period and no request for any such waiver is currently pending; (vi) neither GWG nor its Subsidiaries are subject to any pending tax collection suit, proceeding or claim that in accordance with IFRS any way could result in any liability; (vii) neither GWG nor its Subsidiaries are a party or subject to any material tax deficiency or infraction notice, proceeding or claim of assessment, collection or debt in arrears regarding any Taxes, either in court or in the case administrative sphere; (viii) neither GWG nor its Subsidiaries are a party to any Tax allocation or sharing agreement; (ix) GWG and its Subsidiaries have withheld and paid all Taxes required to have been withheld and paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party and (x) there are no Tax Liens on any assets of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia GWG and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effect.

Tax Matters. (a) All material Tax Returns required to be filed by Seller and its Affiliates with respect to the Wireless Business or on behalf of it or any of its Subsidiaries the Transferred Assets have been duly and timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, (taking into account applicable extensions) and all such filed returns Tax Returns are true, correct and complete in all material respects. (b) Seller and accurate. All its Affiliates have timely paid (or caused to be paid) all material Taxes attributable to it or any of its Subsidiaries that are or were due or and payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for other than Taxes that are being contested in good faith faith), whether or not shown as due on any Tax Returns, in respect of the Wireless Business and the Transferred Assets. (c) All material Taxes required to be collected or withheld and remitted by appropriate proceedings Seller and its Affiliates under any applicable Law with respect to the Wireless Business or the Transferred Assets have been duly and timely collected or withheld and remitted to the proper Taxing Authority. (d) There are no material Encumbrances on the Transferred Assets for any failure (or alleged failure) to pay Taxes (other than Permitted Encumbrances). (e) Neither Seller nor its Affiliates are currently engaged in any pending or, to the Knowledge of Seller, threatened audit, examination or investigation by any Taxing Authority for which adequate reservesSeller or its Affiliates expect a material Tax assessment in respect of the Wireless Business or the Transferred Assets. No Taxing Authority has asserted or threatened in writing (or, to the Knowledge of Seller, otherwise) to assert any material Tax assessments, deficiencies or adjustments related to the Wireless Business or the Transferred Assets that has not since been resolved, paid in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries)full, or corresponding accounting principles withdrawn. (including those passed f) No claim has been made in writing by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice any Taxing Authority in a jurisdiction where Seller or any of its Affiliates does not file Tax Returns that Seller or such Affiliate is or may be subject to taxation with respect to the Wireless Business or the Transferred Assets in that jurisdiction, have which claim has not been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. resolved and, if applicable, paid or withdrawn. (g) Neither it Seller nor any of its Subsidiaries Affiliates has entered into a written agreement waiving or extending, or having the effect of waiving or extending, the statute of limitations or the period of assessment or collection of any material Taxes, in each case, that is currently in effect with respect to the Wireless Business or the Transferred Assets and for which such statute or period has not yet expired. (ih) is or has ever been a member None of an affiliated group (other than a group the common parent Transferred Assets are “tax-exempt use property” within the meaning of Section 168(h) of the Code, are “tax-exempt bond financed property” within the meaning of Section 168(g) of the Code, secure any debt the interest of which is Itaú Chile (in tax-exempt under Section 103(a) of the case of Itaú Chile) Code or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party are subject to a “section 467 rental agreement” within the meaning of Section 467 of the Code (or in each case, similar or corresponding provisions of applicable state Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectLaw).

Tax Matters. All (a) Each of Seller and its Subsidiaries has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file), all material Tax Returns (as hereinafter defined) required to be filed by it, and all such filed Tax Returns are correct and complete in all material respects. All material Taxes shown to be due on such Tax Returns, or otherwise required to be paid by Seller or its Subsidiaries, have been timely paid. (b) No deficiency with respect to Taxes has been proposed, asserted or assessed against Seller or any of its Subsidiaries. (c) Neither Seller nor any of its Subsidiaries has any obligation to make any payment under any agreement (either with any Person or any taxing authority) with respect to Taxes. (d) Except as set forth on behalf Section 5.10(d) of it the Seller Disclosure Schedule, no audit or other administrative or court proceedings are pending with any Governmental Entity with respect to Taxes of Seller or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension no written notice thereof has been granted received. No issue has been raised by any taxing authority in any presently pending Tax audit that could be material and has not expired, and all such filed returns are complete and accurate. All Taxes attributable adverse to it Seller or any of its Subsidiaries for any period after the Closing Date. Neither Seller nor any of its Subsidiaries has any outstanding agreements, waivers, or arrangements extending the statutory period of limitations applicable to any claim for, or the period for the collection or assessment of Taxes. (e) No claim has been made by a taxing authority in a jurisdiction where Seller or a Subsidiary of Seller does not file a Tax Return that are Seller or were due a Subsidiary of Seller is or payable may be subject to taxation in that jurisdiction. (without regard f) Seller has made available to whether such Taxes have been assessedPurchaser true and complete copies of (i) have been paid in full or have been adequately provided for on its consolidated balance sheet all income and consolidated statement franchise Tax Returns of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia Seller and its Subsidiaries), Subsidiaries for the preceding three taxable years and (ii) any audit report issued within the last three years (or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or otherwise with respect to any audit or proceeding in progress) relating to income and franchise Taxes due by of Seller or Tax Returns any Subsidiary of it or its Subsidiaries. Seller. (g) No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the exist with respect to any assets or properties of it Seller or any of its Subsidiaries, Subsidiaries except for Liens for Taxes that are not yet due and payable or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS provided an appropriate reserve is established therefor. (in the case of Itaú Chileh) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith required to be withheld by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor Seller or any of its Subsidiaries have been withheld and duly and timely paid to the proper taxing authority. (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it Seller nor any of its Subsidiaries is a party to foreign person within the meaning of Section 1445 of the Code. (j) None of the Purchased Assets are (A) tax exempt use property under Code Section 168(h); (B) tax-exempt bond financed property under Code Section 168(g); (C) limited use property under Revenue Procedure 2001-28; (D) treated as owned by any other person under Code Section 168; (E) located in a Tax sharing, indemnification country outside the country of incorporation of the Seller or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries; or (F) with respect to Taxes. All material Taxes (determined both individually and shares in the aggregate) required to be withhelda passive foreign investment company, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local controlled foreign corporation or foreign statute investment company. Seller is not obligated in connection with the Purchased Assets to pay the taxes of limitations with respect to, another person by contract or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectotherwise.

Tax Matters. All (a) The Seller Parties have duly and timely filed (or obtained extensions with respect to) all Tax Returns required to be filed on or before the Closing with respect to all applicable Taxes of the Business or that relate to the Purchased Assets or the Assumed Liabilities. All such Tax Returns are true, correct and complete in all material respects. The Seller Parties have paid all material Taxes with respect to the Business or that relate to the Purchased Assets or the Assumed Liabilities due or claimed to be due by any Governmental Authority whether or not shown on behalf any Tax Return and whether or not a Tax Return was required. (b) There is no action, suit, proceeding, audit, investigation or claim pending, and there is no unassessed deficiency proposed in writing, in respect of it any Taxes of the Business or that relate to the Purchased Assets or the Assumed Liabilities against any of its Subsidiaries have been timely filed Seller Party, nor has any deficiency or requests claim for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation The Seller Parties have not consented to any Person (other than it waivers or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver extensions of any federal, state, local or foreign statute of limitations with respect toto the collection or assessment of any Taxes of the Business or that relate to the Purchased Assets or the Assumed Liabilities. There is no agreement, waiver or any consent providing for an extension of a period for time with respect to the assessment or collection ofof any Taxes of the Business or that relate to the Purchased Assets or the Assumed Liabilities, and no power of attorney granted by the Seller Parties with respect to any tax matters of the Business or that relate to the Purchased Assets or the Assumed Liabilities is currently in force. (c) No Seller Party has received any written notice from a jurisdiction where such Seller Party does not currently file Tax Returns indicating that such filings may be required in such jurisdiction with respect to the Purchased Assets or the Business, or that the Purchased Assets or the Business may otherwise be subject to taxation by such jurisdiction. (d) All material Taxamounts required to be withheld with respect to amounts paid or owing to any Person (including from employees for income Taxes and social security and other payroll Taxes) and all material sales and use Taxes, which waiver value-added Taxes and ad valorem Taxes (including personal property taxes) in connection with the Business or extension the Purchased Assets have been collected or withheld and paid or remitted to the applicable Governmental Authorities, and all material Tax Returns required with respect thereto (including IRS Forms W-2 and 1099) have been properly completed and timely filed with the applicable Governmental Authority. (e) There are no liens for Taxes (other than liens for Taxes not yet due and payable) upon any of the assets of the Business or the Purchased Assets. (f) No Seller Party is still a foreign person within the meaning of Section 1445 of the Code. Notwithstanding anything to the contrary in effectthis Agreement, the representations and warranties in this Section 2.16, Section 2.19 and Section 2.23 shall be the only representations or warranties of Seller Parties in this Agreement with respect to Tax matters. Nothing in this Section 2.16 or otherwise in this Agreement shall be construed as a representation or warranty with respect to the amount or availability in a taxable period (or portion thereof) beginning after the Closing Date of any Tax attributes or Tax filing positions.

Tax Matters. All (a) The Company and each of its Subsidiaries have timely filed all income Tax Returns and other material Tax Returns that they were required to be filed file under applicable Law. All such Tax Returns are correct and complete in all material respects and have been prepared in compliance with all applicable Law. No claim has ever been made by or on behalf of it any Governmental Body in any jurisdiction where the Company or any of its Subsidiaries have been timely filed does not file a particular Tax Return or requests for extensions have been timely filed pay a particular Tax that the Company or such Subsidiary is subject to taxation by that jurisdiction. (b) All income and any such extension has been granted other material Taxes due and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it owing by the Company or any of its Subsidiaries on or before the date hereof (whether or not shown on any Tax Return) have been fully paid. Since the date of the Company Unaudited Interim Balance Sheet, neither the Company nor any of its Subsidiaries has incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All Taxes that the Company or any of its Subsidiaries are or were due required by Law to withhold or payable (without regard to whether such Taxes collect have been assessed) duly and timely withheld or collected in all material respects on behalf of its respective employees, independent contractors, stockholders, or other third parties and, have been timely paid to the proper Governmental Body or other Person or properly set aside in full or have been adequately provided accounts for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS this purpose. (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banksd) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no Encumbrances for material Liens for Taxes upon the assets of it (other than Taxes not yet due and payable or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in reserves have been made on the case Company Unaudited Interim Balance Sheet) upon any of Itaú Chile) the assets of the Company or Colombian GAAP (in the case any of Itaú Colombia and its Subsidiaries), . (e) No deficiencies for income or corresponding accounting principles (including those passed by other material Taxes with respect to the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice Company or any of its jurisdiction, Subsidiaries have been establishedclaimed, proposed or assessed by any Governmental Body in writing. All There are no pending or ongoing, and to the Knowledge of the Company, threatened audits, assessments or other actions for or relating to any liability in respect of a material Liens for amount of Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Partiesof the Company or any of its Subsidiaries. Neither it the Company nor any of its Subsidiaries (ior any of their predecessors) is has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Neither the Company nor any of its Subsidiaries has ever been a member United States real property holding corporation within the meaning of an affiliated group Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (other than a group g) Neither the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it Company nor any of its Subsidiaries is a party to a any Tax sharingallocation agreement, indemnification Tax sharing agreement, Tax indemnity agreement, or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (arrangement, other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and customary commercial contracts entered into in the aggregateOrdinary Course of Business the principal subject matter of which is not Taxes. (h) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as Neither the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it Company nor any of its Subsidiaries has requested will be required to include any material item of income in, or been granted exclude any waiver material item of deduction from, taxable income for any federal, Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes; (ii) use of an improper method of accounting for a Tax period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign statute Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of limitations with respect to, the Code (or any extension similar provision of a period for state, local or foreign Law); (v) installment sale or open transaction disposition made on or prior to the assessment Closing Date; (vi) prepaid amount received or collection ofdeferred revenue accrued on or prior to the Closing Date; or (vii) election under Section 108(i) of the Code (or any similar provision of state, any material Tax, which waiver local or extension is still in effectforeign Law).

Tax Matters. All (a) Each of the Company and its Subsidiaries, other than the Designated Subsidiaries, and to the knowledge of the Company each of the Designated Subsidiaries, has timely filed or caused to be timely filed all material returns, estimates, information statements and reports with respect to Tax Returns required to be filed by it with a Governmental Authority, including any schedules or amendments thereto (collectively, the “Returns”). With respect to each of the Company and its Subsidiaries, other than the Designated Subsidiaries, and to the knowledge of the Company each of the Designated Subsidiaries, all such Returns are true, complete and correct in all material respects. Schedule 2.14(a) sets forth all extensions of time within which the Company or any of its Subsidiaries, other than the Designated Subsidiaries, may file any Return which has not yet been filed. (b) Each of the Company and its Subsidiaries, other than the Designated Subsidiaries, and to the knowledge of the Company each of the Designated Subsidiaries, has: (i) paid or caused to be paid all material Taxes of such entity that are due and payable and (ii) withheld all material Taxes required to be withheld with respect to its employees, independent contractors, creditors, stockholders or other third parties. The accruals and reserves for Taxes (other than deferred Taxes established to reflect timing differences between book and Tax income) established on behalf the Balance Sheet as of it the Balance Sheet Date were adequate to cover any material liabilities for Taxes of the Company and its Consolidated Subsidiaries as of the Balance Sheet Date. Since the Balance Sheet Date, none of the Company or any of its Subsidiaries, other than the Designated Subsidiaries, and to the knowledge of the Company none of the Designated Subsidiaries, has incurred any material liability for Taxes outside the Ordinary Course of Business. (c) Except, in each case, as set forth on Schedule 2.14(c), (i) no Tax audits or administrative or judicial Tax proceedings are being conducted, or, to the knowledge of the Company, threatened with respect to material Taxes of the Company or any of its Subsidiaries other than the Designated Subsidiaries; (ii) to the knowledge of the Company, no Tax audits or administrative or judicial Tax proceedings are being conducted or threatened with respect to material Taxes of any of the Designated Subsidiaries; (iii) there is no material Tax deficiency or delinquency asserted, or to the Company’s knowledge threatened, against the Company or any of its Subsidiaries, other than the Designated Subsidiaries; (iv) to the knowledge of the Company, there is no material Tax deficiency or delinquency asserted or threatened against any of the Designated Subsidiaries; and (v) there are no extensions currently in effect of the limitations period for the assessment or collection of any Tax liability of the Company or any of its Subsidiaries, other than the Designated Subsidiaries. In the five (5) year period immediately preceding the Closing Date, the Company and its Subsidiaries, other than the Designated Subsidiaries, have not received written notice of any claim by a Governmental Authority in any jurisdiction where the Company and such Subsidiaries do not file Returns that the Company or such Subsidiaries is or may be subject to taxation by, or required to file Returns in, that jurisdiction which claim has not been timely filed fully paid or requests for extensions have settled to the satisfaction of such Governmental Authority. (d) Except as set forth on Schedule 2.14(d), neither the Company nor any of its Subsidiaries other than the Designated Subsidiaries, nor to the knowledge of the Company any Designated Subsidiary, is, or has been timely filed and in the last six (6) years, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar agreement other than (i) any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it agreement between or among the Company or any of its Subsidiaries that are or were due or payable and (without regard ii) customary commercial contracts not primarily related to whether such Taxes have been assessedTaxes. (e) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in Neither the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (Subsidiaries, other than a group the common parent Designated Subsidiaries, and to the knowledge of which is Itaú Chile (in the case Company none of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a jointDesignated Subsidiaries, combined, unitary or consolidated Tax Return or (ii) has any material liability for the Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it the Company or one any of its Subsidiaries) with respect to Taxes. All material Taxes under Treasury Regulation Section 1.1502-6 (determined both individually and in or any similar provision of foreign, state or local Tax Law). (f) Neither the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it Company nor any of its Subsidiaries has requested or been granted entered into any waiver transaction which is a “listed transaction” (as defined in Treasury Regulation Section 1.6011-4(b)(2)). (g) Neither the Company nor any of any federalits Subsidiaries, state, local or foreign statute of limitations with respect to, other than the Designated Subsidiaries or any extension of a period for their predecessors by merger or consolidation, nor to the assessment or collection ofknowledge of the Company, any material Taxof its Designated Subsidiaries or any of their predecessors by merger or consolidation, which waiver has, within the past two (2) years, been a party to a transaction intended to qualify under Section 355 of the Code or extension is still under so much of Section 356 of the Code as relates to Section 355 of the Code. (h) The Company has been a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code at all times since December 12, 1986. (i) The Company will not be liable for any Tax under Section 1374 of the Code in effect.connection with the deemed sale of its Assets caused by the Section 338(h)(10)

Tax Matters. All Tax (i) Each of the Company and its Subsidiaries has timely filed all Returns required to be filed by it with any Tax authority prior to the date hereof either separately or on behalf as a member of it or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expiredan Affiliated Group, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law except for such Returns that would not have a Material Adverse Effect. As of the time of filing, all such Returns were true, correct and practice complete in all material respects. Each of the Company and its jurisdiction Subsidiaries has paid all amounts in respect of Taxes shown to be due and no payable on such Returns and all such amounts required to be paid to any Governmental Entity or other person on or before the date hereof. (ii) All material deficiencies for any Taxes that each of the Company and its Subsidiaries is or was required by Law to withhold or collect have been proposedduly withheld or collected, threatened, asserted and have been timely paid over to the proper Governmental Entity or assessed other person to the extent due and payable. (iii) Each of the Company and its Subsidiaries is not delinquent in writing against or with respect to any Taxes due by or Tax Returns the payment of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability nor is being conductedthere any material Tax deficiency outstanding, is pending proposed or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon assessed against the assets of it Company or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in nor has the case of Itaú Chile) Company or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has executed any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any unexpired waiver of any federal, state, local or foreign statute of limitations with respect to, on or any extension of a extending the period for the assessment or collection ofof any Tax. (iv) To the Knowledge of the Company, no audit or other examination of any Return of the Company or its Subsidiaries by any Tax authority is presently in progress. Neither the Company nor its Subsidiaries has been notified of any request for such an audit or other examination. (v) No material Taxadjustment to the Tax liability of the Company relating to any Return filed by the Company or its Subsidiaries has been proposed in writing, formally or informally, by any Tax authority to the Company, its Subsidiaries or any representative thereof. (vi) Neither the Company nor its Subsidiaries has any liability for any unpaid Taxes which waiver have not been accrued for or extension is still reserved on the Company’s most recent balance sheet included in effectthe Company SEC Documents, whether asserted or unasserted, contingent or otherwise, other than any liability for unpaid Taxes that may have accrued since the end of the most recent fiscal period covered by such balance sheet in connection with the operation of the Business in the ordinary course of business.

Tax Matters. All (a) Enzon and each of its Subsidiaries have timely filed Tax Returns relating to Taxes required to be filed by Enzon and each of its Subsidiaries with any Tax authority, except such Tax Returns that are not material to Enzon and such Tax Returns are true, correct and complete in all material respects. Enzon and each of its subsidiaries have paid all Taxes shown to be due on such Tax Returns. (b) Enzon and each of its Subsidiaries as of the Effective Time will have withheld with respect to its employees all federal and state income taxes, Taxes pursuant to the Federal Insurance Contribution Act, Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld, except such Taxes which are not material to Enzon. (c) Neither Enzon nor any of its Subsidiaries has been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or on behalf assessed against Enzon or any of it its Subsidiaries, nor has Enzon or any of its Subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (d) Enzon and its Subsidiaries have been timely filed not taken any position on any Tax Return or requests for extensions have been timely filed and filing which is or would be subject to penalties under Section 6662 of the Code. (e) No audit or other examination of any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it Tax Return of Enzon or any of its Subsidiaries that are by any Tax authority is presently in progress, nor has Enzon or were due any of its Subsidiaries been notified of any request for such an audit or payable other examination. (without regard f) No adjustment or deficiency relating to whether such any Tax Returns filed by Enzon or any of its Subsidiaries has been proposed in writing formally or informally by any Tax authority to Enzon or any of its Subsidiaries or any representative thereof. (g) Neither Enzon nor any of its Subsidiaries has any liability for any material unpaid Taxes have which has not been assessed) have been paid in full accrued for, or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income reserved on, the Enzon Balance Sheet in accordance with IFRS (GAAP, which is material to Enzon, other than any liability for unpaid Taxes that may have accrued since the date of the Enzon Balance Sheet in connection with the operation of the business of Enzon and its subsidiaries in the case of Itaú Chile), Colombian GAAP ordinary course. (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banksh) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have No claim has ever been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened made in writing by an authority in a jurisdiction where Enzon and any Governmental Authority. of its Subsidiaries do not file Tax Returns that Enzon and its Subsidiaries is or may be subject to taxation by that jurisdiction. (i) There are no material Liens for Taxes upon the assets of it or Enzon and its Subsidiaries, Subsidiaries except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS not yet payable. (in the case of Itaú Chilej) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) There is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by no contract, agreement, plan or otherwise. Neither it nor arrangement to which Enzon or any of its Subsidiaries is a party as of the date of this Agreement, including but not limited to a Tax sharingthe provisions of this Agreement, indemnification covering any employee or similar agreement or any agreement pursuant to which it former employee of Enzon or any of its Subsidiaries has any obligation that, individually or collectively, would reasonably be expected to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and give rise to the extent required, have been paid payment of any amount as a result of the Merger that would not be deductible pursuant to Sections 404 or 162(m) of the relevant Governmental Authority. Code. (k) Neither it Enzon nor any of its Subsidiaries has requested filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by Enzon or any of its Subsidiaries. (l) Neither Enzon nor any of its Subsidiaries is party to or has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement and neither Enzon nor any of its Subsidiaries has been granted any waiver a member of any federal, state, local or foreign statute affiliated group of limitations with respect tocorporations within the meaning of Section 1504 of the Code other than the group of which Enzon is currently the common parent. Enzon and its Subsidiaries have not participated in, or cooperated with, an international boycott within the meaning of Section 999 of the Code. (m) None of Enzon's or its Subsidiaries' assets are tax exempt use property within the meaning of Section 168(h) of the Code. (n) Neither Enzon nor any extension of its Subsidiaries was a "distributing corporation" or a "controlling corporation" in a distribution of stock intended to qualify under Section 355 of the Code and that occurred within two (2) years before the date of this Agreement or as part of a period for plan or series of transactions that includes the assessment or collection of, any material Tax, which waiver or extension is still in effectMerger.

Tax Matters. All (a) Parent and each of its Subsidiaries have timely filed all income Tax Returns and other material Tax Returns that they were required to be filed file under applicable Law. All such Tax Returns are correct and complete in all material respects and have been prepared in material compliance with all applicable Law. No written claim has been made by any Governmental Body in any jurisdiction where Parent or any of its Subsidiaries does not file a particular Tax Return or pay a particular Tax that Parent or such Subsidiary is subject to taxation by that jurisdiction. (b) All material amounts of income and other Taxes due and owing by Parent or any of its Subsidiaries on or before the date hereof (whether or not shown on any Tax Return) have been fully paid. The unpaid Taxes of Parent and its Subsidiaries did not, as of the date of the Parent Balance Sheet, materially exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the Parent Balance Sheet. Since the date of the Parent Balance Sheet, neither Parent nor any of its Subsidiaries has incurred any material Liability for Taxes outside the Ordinary Course of Business. (c) All material amounts of Taxes that Parent or any of its Subsidiaries are or were required by Law to withhold or collect on behalf of it their respective employees, independent contractors, equityholders, lenders, customers or other third parties have been duly and timely withheld or collected and have been timely paid to the proper Governmental Body or other Person or properly set aside in accounts for this purpose. (d) There are no Encumbrances for material Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent or any of its Subsidiaries. (e) No deficiencies for income or other material Taxes with respect to Parent or any of its Subsidiaries have been timely filed claimed, proposed or requests assessed by any Governmental Body in writing. There are no pending or ongoing audits, assessments or other actions for extensions have been timely filed and or relating to any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All liability in respect of a material amount of Taxes attributable to it of Parent or any of its Subsidiaries that are and none of Parent or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice any of its jurisdiction and no material deficiencies for Subsidiaries has received written notice threatening any Taxes have been proposedsuch audit, threatened, asserted assessment or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Partiesother action. Neither it Parent nor any of its Subsidiaries (ior any of their predecessors) is has waived any statute of limitations in respect of any income or other material Taxes or agreed to any extension of time with respect to any income or other material Tax assessment or deficiency. (f) Neither Parent nor any of its Subsidiaries has ever been a member United States real property holding corporation within the meaning of an affiliated group Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chileg) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it Parent nor any of its Subsidiaries is a party to a any Tax sharingallocation agreement, indemnification Tax sharing agreement, Tax indemnity agreement, or similar agreement or any agreement pursuant to arrangement, other than customary commercial contracts entered into in the Ordinary Course of Business the principal subject matter of which it is not Taxes. (h) None of Parent or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) will be required to be withheldinclude any material item of income in, collected or deposited by exclude any material item of deduction from, taxable income for any Tax period (or with respect to it and each Subsidiary have been timely withheld, collected portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes made on or deposited as the case may be, and prior to the extent required, have been paid Closing Date; (ii) use of an improper method of accounting for a Tax period ending on or prior to the relevant Governmental Authority. Neither it nor Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute Law) executed on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of limitations with respect to, the Code (or any extension similar provision of a period for state, local or foreign Law) entered into on or prior to the assessment Closing Date; (v) installment sale or collection ofopen transaction disposition made on or prior to the Closing Date; (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date; (vii) application of Section 367(d) of the Code to any transfer of intangible property on or prior to the Closing Date; or (viii) application of Sections 951 or 951A of the Code (or any similar provision of state, local or foreign Law) to any material Tax, which waiver income received or extension is still in effectaccrued on or prior to the Closing Date. Parent has not made any election under Section 965(h) of the Code.

Tax Matters. All (a) Each of the Companies has filed, within the time and within the manner prescribed by Law (after giving effect to validly obtained extensions of time in which to make such filings), all income and other material Tax Returns that are required to be filed by or on behalf of it or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheldsuch Tax Returns are true, collected or deposited as the case may becomplete and correct in all respects were prepared in compliance with applicable Law, and correctly reflect the liability for Taxes and other information required to be reported thereon. Such tax returns do not contain (and were not required to contain in order to avoid the extent requiredimposition of a penalty) a disclosure statement related to any Tax shelter or Tax avoidance transaction as identified by notice, regulation, or other form of published guidance under any applicable Law. Each Company has, within the time prescribed by Law, paid (and until the Closing Date shall, within the time prescribed by Law, will pay) all Taxes it is required to have paid (whether or not shown to be due on such Tax Returns). (b) Each Company has, in full compliance with applicable Law, withheld and paid all Taxes required to be withheld and paid in connection with any amounts paid, deemed paid, or owing to any Person. (c) The unpaid Taxes of each Company do not as of the Closing Date materially exceed that reserve shown on the Latest Balance Sheet of such Company in accordance with the past custom and practice of such Company in filing such Company’s Tax Returns. All material deficiencies for Taxes asserted against or reasonably known to be payable by each Company (x) have been paid or are included in a reserve for Tax Liability set forth on the face of the Financial Statements of the applicable Company (rather than in any notes thereto) and being contested in good faith by proper proceeding. (d) Neither either Company nor any Person on either Company’s behalf has (i) granted any extension of the statute of limitations for the assessment or collection of Taxes, or otherwise entered into or filed any extension of time with respect to the relevant Governmental Authorityassessment or reassessment of Taxes or the filing of any Tax Return, or any payment of Taxes or (ii) granted to any Person any power of attorney that is currently in force with respect to any Tax matter. Neither it Company has been requested to give any waiver or extension of any statute of limitations, or any closing agreements or similar agreements with any Governmental Entity, with respect to material Taxes. (e) No Proceedings for assessment or collection of Taxes has been or is presently being asserted or is otherwise outstanding against either Company; no rationale underlying a claim for Taxes has been asserted previously that reasonably could be expected to be asserted in any other period against either Company; there are no pending Proceedings or, to the Knowledge of Seller, threatened, against either Company, nor is there any basis for any of the foregoing. In relation to any matter relevant to the applicable Company, neither Company nor any director or officer or any member of its Subsidiaries either Company has requested paid or become liable to pay, and there are no circumstances by reason of which it or they may become liable to pay, any penalty, fine, surcharge, inflation indexation, or interest in respect of Tax. (f) There is no claim or potential claim, which has not been granted reserved for in the applicable Company’s Latest Balance Sheet, by any waiver Governmental Entity in a jurisdiction where either Company does not file Tax Returns that either Company may be subject to Tax by such jurisdiction. Neither Company has not conducted any business in any jurisdiction in which it did not file Tax Returns. (g) There are no Liens for Taxes upon any property or assets of either Company. (h) Neither Company is now, not has it ever been, subject to taxation by any Governmental Entity in the United States and has not incurred any Liabilities for Taxes owed to any Governmental Entity in the United States. (i) Seller has provided to Buyer (i) complete and accurate copies of all federal, state, local or and foreign income Tax Returns of each Company for all periods not closed by the applicable statute of limitations and (ii) complete and accurate information concerning the Tax basis in the assets of each Company. (j) Each Company has complied with respect toall applicable Laws relating to the withholding, reporting and payment over of Taxes and have, within the time and in the manner prescribed by applicable Laws, withheld and paid over to the proper Governmental Entities all amounts required to be so withheld and paid over under applicable Laws. (k) Neither Company is a party to any joint venture, partnership or other arrangement or Contract that is treated as a partnership for federal income tax purposes. (l) Neither Company has been a “United States real property holding corporation” within the meaning of Code Section 897(c)(2) at any extension time during the time period specified in Section 897(c)(1)(A)(ii) of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectCode.

Tax Matters. (i) All material Tax Returns returns required to be have been filed by with respect to the Acquired Assets or on behalf of it or any of its Subsidiaries the Assumed Liabilities have been timely filed with the appropriate taxing authority and each such Tax return is true, complete and correct in all material respects. (ii) All material Taxes shown to be due on any such Tax returns, and all material Taxes due and attributable to the Acquired Assets or requests for extensions the Assumed Liabilities, have been timely filed paid, withheld and any such extension timely paid over to the appropriate taxing authority, other than those Taxes the failure of which to be paid would neither result in a Lien (other than a Permitted Lien) on the Acquired Assets nor become a liability of Capital One or Synovus. (iii) No notice of deficiency or assessment of Taxes has been granted and received in writing from any taxing authority with respect to the Acquired Assets or the Assumed Liabilities that is currently pending or has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full full. There are no Liens (other than Permitted Liens) on any of the Acquired Assets that arose in connection with any failure (or alleged failure) to pay any Tax (whether or not such Tax relates to the Acquired Assets or the Assumed Liabilities). (iv) All material Taxes with respect to the Acquired Assets and the Assumed Liabilities required to have been adequately provided for on withheld and paid over to the relevant taxing authority in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party have been so withheld and paid over, and each of Parent, Seller and their Affiliates has otherwise complied with all applicable Laws relating to the withholding of Taxes with respect to the Acquired Assets and the Assumed Liabilities. (v) Each of the Master Trust, the Trust and WFB Funding is, at all times since its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS formation (or, in the case of Itaú Chile)WFB Funding, Colombian GAAP (in since the case pre-Closing effectiveness of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice amendment of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed operating agreement as described in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its SubsidiariesSchedule 3.2(a), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may bebeen, and to at all times through and including the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of Closing will be an entity disregarded as separate from its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period owner for the assessment or collection of, any material Tax, which waiver or extension is still in effectU.S. federal income tax purposes. (vi) The Class A Notes are properly treated as indebtedness for all U.S. federal income tax purposes.

Tax Matters. All (a) Parent and its Subsidiaries (i) have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be have been filed by or with respect to Parent or any of its Subsidiaries, and all such Tax Returns are true, correct and complete in all respects and were prepared in compliance with applicable Law, (ii) have duly and timely paid all Taxes shown as due on behalf such material Tax Returns, (iii) have adequate accruals and reserves, in accordance with GAAP, on the financial statements included in the Parent SEC Documents for all material Taxes payable by Parent and its Subsidiaries for all taxable periods and portions thereof through the date of it such financial statements and (iv) have not received written notice of any proposed or assessed material deficiencies for any Tax from any taxing authority, against Parent or any of its Subsidiaries have for which there are not adequate reserves on the financial statements included in the Parent SEC Documents. (b) Neither Parent nor any of its Subsidiaries is the subject of any currently ongoing tax audit or other proceeding with respect to any material amount of Taxes nor has any Tax audit or other proceeding with respect to any material amount of Taxes been timely filed or proposed against any of them in writing. As of the date of this Agreement, there are no pending requests for waivers of the time to assess any Tax. Neither Parent nor any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency (other than pursuant to extensions have been timely filed and of time to file Tax Returns obtained in the ordinary course of business). There are no Liens for Taxes on any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it of the assets of Parent or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiariesother than Parent Permitted Liens. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has ever been threatened made in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets a taxing authority of it a jurisdiction where Parent or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice one of its Subsidiaries has not filed Tax Returns claiming that Parent or such Subsidiary is or may be subject to taxation by that jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. . (c) Neither it Parent nor any of its Subsidiaries is a party to or bound by any written Tax allocation, indemnification (iincluding indemnification of Taxes with respect to service-providers) or sharing agreement (other than an agreement with Parent or its Subsidiaries and other than customary indemnifications for Taxes contained in credit or other commercial agreements the primary purposes of which do not relate to Taxes). Neither Parent nor any of its Subsidiaries is or has ever has, within the past six years, been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú ColombiaParent) filing a joint, combined, unitary consolidated federal income Tax Return. Neither Parent nor any of its Subsidiaries is liable under Treasury Regulation Section 1.1502-6 (or consolidated any similar provision of the Tax Return or (ii) has any material liability for Taxes Laws of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated groupjurisdiction), or as a transferee or successor, by contract, or otherwise. , for any Tax of any Person other than Parent and its Subsidiaries. (d) Parent and its Subsidiaries have duly and timely withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. (e) Neither it Parent nor any of its Subsidiaries is was a party “distributing corporation” or “controlled corporation” in a transaction intended to qualify under Section 355 of the Code within the past two (2) years or otherwise as part of a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person plan that includes the Merger. (other than it or one of its Subsidiariesf) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it Parent nor any of its Subsidiaries has requested participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4. (g) Parent has made available to the Company on the Virtual Data Room copies of all federal income Tax Returns for Parent and each of its Subsidiaries and all state income Tax Returns for Parent and each of its Subsidiaries filed for all open years. (h) Neither Parent nor any of its Subsidiaries will be required to include any item of income in, or been granted exclude any waiver item of deduction from, taxable income for a taxable period ending after the Closing Date of as a result of any federal, (i) adjustment pursuant to Section 481 of the Code (or any analogous provision of state, local or foreign statute Law) for a taxable period ending on or before the Closing Date, (ii) “closing agreement” as described in Section 7121 of limitations with respect to, the Code (or any extension analogous provision of state, local or foreign Law) executed on or prior to the Closing Date, (iii) installment sale or open transaction disposition made on or prior to the Closing Date, (iv) prepaid amount received on or prior to the Closing Date or (v) election by Parent or any Parent Subsidiary under Section 108(i) of the Code. (i) Neither Parent nor any of its Subsidiaries has taken or agreed to take any action or knows of any fact or circumstance that could reasonably be expected to prevent or impede the Merger from qualifying as a period for “reorganization” within the assessment or collection of, any material Tax, which waiver or extension is still in effectmeaning of Section 368(a) of the Code.

Tax Matters. All (a) Each Acquired Entity has filed all Tax Returns that it was required to file. All such Tax Returns were accurate, correct and complete in all respects and accurately reflect the facts regarding the income, business, assets, operations, activities, status, or other matters of each Acquired Entity or any other information required to be filed by or on behalf of it or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurateshown thereon. All Taxes attributable to it each Acquired Entity owes (whether or not shown on any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessedTax Return) have been paid. (b) Except as set forth on Schedule 4.12(b), no Acquired Entity currently is the beneficiary of any extension of time within which to file any Tax Return. No Action has ever been initiated or Threatened by a Governmental Body in a jurisdiction where an Acquired Entity does not file Tax Returns that it is or may be subject to Taxation by that jurisdiction. There are no Encumbrances on any of the assets of any Acquired Entity that arose in connection with any failure (or alleged failure) to pay any Tax. (c) Each Acquired Entity has withheld and paid all Taxes required to have been withheld and paid in full connection with amounts paid or have been adequately provided for on owed to any employee, independent contractor, creditor, holder of its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries)Equity Interests, or corresponding accounting principles other third party. (including those passed by the Chilean Superintendency of Banksd) Each Acquired Entity has properly charged, collected, and standards pursuant to paid all applicable Law sales, use, excise and practice of its jurisdiction and no material deficiencies for any Taxes have been proposedother similar Taxes. (e) Each Acquired Entity has, threatened, asserted or assessed in writing against or with respect to any persons characterized by them as independent contractors, and not as employees, as of the date of initial designation, reasonably characterized them as independent contractors under then existing laws (including, without limitation, their characterization as independent contractors for income and employment Tax withholdings and payments). (f) There is no Threatened assessment of, or any Basis for, any additional Taxes due by or for any period for which Tax Returns of it or its Subsidiarieshave been filed. No audit assessment, dispute or claim There is no Action concerning any material Tax liability is being conducted, is pending or has been threatened in writing by Liability of any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries Acquired Entity either (i) claimed or raised (ii) as to which the Company has Knowledge. Schedule 4.12(f) lists all Tax Returns filed with respect to each Acquired Entity for taxable periods ended on or after December 31, 2007, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. The Company has delivered to Parent correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by any Acquired Entity since December 31, 2007. (g) No Acquired Entity has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (h) No Acquired Entity has filed a consent under Code section 341(f) concerning collapsible corporations. (i) No Acquired Entity has been a United States real property holding corporation within the meaning of Code section 897(c)(2) during the applicable period specified in Code section 897(c)(1)(A)(ii). (j) Each Acquired Entity has disclosed on its Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code section 6662. (k) No Acquired Entity is a party to any Tax allocation or sharing Contract. (l) Since December 31, 2004, no Acquired Entity (i) has ever been a member of an affiliated group Affiliated Group filing a consolidated federal income Tax Return (other than a group the common parent of which is Itaú Chile (in was the case of Itaú ChileCompany) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability Liability for the Taxes of any Person (other Person arising from the application of any provision of federal statethan each Acquired Entity) under Treasury Regulations section 1.1502-6 or similar Law, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contractContract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person . (other than it or one of its Subsidiariesm) Schedule 4.12(m) sets forth the following information with respect to Taxes. All each Acquired Entity as of the most recent practicable date (as well as on an estimated pro forma basis as of the Closing giving effect to the consummation of the Transactions): (i) the basis of each Acquired Entity in its respective assets; (ii) the basis of the Company in its Equity Interests (or the amount of any Excess Loss Account); (iii) the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign Tax, or excess charitable contribution allocable to each Acquired Entity; (iv) the amount of any deferred gain or loss allocable to each Acquired Entity arising out of any “intercompany transactions,” as defined in Treasury Regulations section 1.1502-13, and (v) all material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or elections with respect to it Taxes affecting any Acquired Entity. (n) The unpaid Taxes of the Acquired Entities, including without limitation Straddle Period Taxes (i) did not, as of the Balance Sheet Date, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and each Subsidiary have been timely withheldTax income) set forth on the face of the Interim Financial Statements (rather than in any notes thereto) and (ii) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Acquired Entities in filing their Tax Returns. (o) No Acquired Entity will be required to include any item of income in, collected or deposited exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as the case may be, and a result of any: (i) change in method of accounting for a taxable period ending on or prior to the extent requiredClosing Date; (ii) “closing agreement” as described in Code section 7121 (or any corresponding or similar provision of state, have been paid local, or foreign income Tax law) executed on or prior to the relevant Governmental Authority. Neither it nor Closing Date; (iii) intercompany transactions or any excess loss account described in Treasury Regulations under Code section 1502 (or any corresponding or similar provision of its Subsidiaries has requested or been granted any waiver of any federal, state, local local, or foreign statute of limitations with respect to, income Tax law); (iv) installment sale or any extension of a period for open transaction disposition made on or prior to the assessment Closing Date; or collection of, any material Tax, which waiver (v) prepaid amount received on or extension is still in effectprior to the Closing Date.

Tax Matters. (a) All income and other material Tax Returns required by applicable Law to be filed by or on behalf of it or any of its Subsidiaries the Company and the Company Subsidiary have been timely filed (taking into account any extensions of the due date for filing) in accordance with applicable Law. All material Tax Returns filed by or requests for extensions with respect to the Company or the Company Subsidiary are true, correct and complete in all material respects. No extension or waiver of the statute of limitations with respect to the time to assess material Taxes of the Company or the Company Subsidiary has been granted, which grant remains in effect, or has been requested where such request remains currently pending. (b) No written claim have been made by any Governmental Entity in a jurisdiction in which the Company or the Company Subsidiary does not file a Tax Return to the effect that the Company or the Company Subsidiary, as applicable, is or may be subject to taxation by, or required to file any Tax Return in, such jurisdiction. (c) All material amounts of Taxes due and payable by the Company and the Company Subsidiary have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have are being contested in good faith by adequate Proceedings (and with respect to which an adequate accrual has been adequately provided reserved for on its consolidated balance sheet and consolidated statement the books of earnings the Company or income the Company Subsidiary in accordance with IFRS (in GAAP). The Company and the case Company Subsidiary has properly withheld, and paid over to the appropriate Governmental Entity, all material amounts of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles Tax required to be withheld from any payment (including those passed by the Chilean Superintendency of Banksany dividend, royalty or interest payment) to any Service Provider, creditor, stockholder, vendor or other Person and standards pursuant to has complied in all material respects with all record keeping and information reporting obligation under applicable Law and practice in connection therewith. (d) There is no notice, claim, audit, action, suit, proceeding or investigation (including any refund litigation, deficiency, proposed adjustment or other matter in controversy) now pending or, to the knowledge of its jurisdiction and no material deficiencies for any Taxes have been proposedthe Company, threatened, asserted or assessed threatened in writing against or with respect to any Taxes due by the Company or Tax Returns the Company Subsidiary in respect of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material amount of Taxes, Tax liability is being conductedasset, is or any income or material other Tax Return. (e) Any deficiency of Taxes in respect of the Company or the Company Subsidiary that has been asserted in writing as a result of any pending or has been threatened in writing completed audit or examination by any Governmental Authority. There are no material Liens for Taxes upon the assets of it Entity has been timely paid, or its Subsidiaries, except for Taxes that are is being contested in good faith by appropriate proceedings and has been reserved for which adequate reserves, on the books of the Company or the Company Subsidiary in accordance with IFRS GAAP. (f) Section 3.15(f) of the Company Disclosure Letter contains a complete and correct list of all jurisdictions outside of the United States in which the Company or the Company Subsidiary currently has a taxable presence. (g) Neither the Company nor the Company Subsidiary will be required to include any material item of income in, or to exclude any material item of deductions from, taxable income for any Tax period (or portion thereof) ending after the Closing as a result of any (i) change in method of accounting made on or prior to the Closing for a Tax period (or portion thereof) ending prior to the Closing, (ii) closing agreement as described in Section 7121 of the Code executed prior to the Closing, (iii) installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting, or cash method of accounting, in each case, adopted or used prior to the Closing, (iv) open transaction disposition entered into prior to the Closing, (v) prepaid amount received outside the Ordinary Course of Business prior to the Closing, (vi) excess loss account in existence at Closing, (vii) gain recognition agreement (within the meaning of the U.S. Treasury Regulations Section 1.367-8) entered into before Closing, or (viii) any comparable provisions of foreign, supranational, state or local Tax Law. Neither the Company nor the Company Subsidiary has made an election under Section 965(h) of the Code to pay the net Tax liability under Section 965 of the Code in installments. (h) Neither the Company nor the Company Subsidiary has entered into a closing agreement pursuant to Section 7121 of the Code or any closing agreement under any similar provision of state, local or foreign applicable Tax Law. Neither the Company nor the Company Subsidiary has ever submitted any request for, or received, any private letter ruling, technical advice memorandum and similar document from the IRS or any other taxing authority. (i) Neither the Company nor the Company Subsidiary (i) was a distributing corporation or a controlled corporation in any transaction intended to qualify under Section 355 of the Code (or any similar provision of state, local or foreign applicable Tax Law) in the case five (5) year period ending on the date of Itaú Chilethis Agreement, (ii) is or Colombian GAAP has been a United States real property holding corporation (as defined in Section 897(c)(2) of the case Code) during the applicable period specified in Section 897(c)(1)(A) of Itaú Colombia and its Subsidiaries)the Code, or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (iiii) is or has ever been a member surrogate foreign corporation as described in Section 7874(b) of an affiliated group the Code. (j) To the knowledge of the Company, neither the Company nor the Company Subsidiary (i) holds any interest in any entity that has ever been a passive foreign investment company within the meaning of Section 1297(a) of the Code, (ii) is a “United States shareholder” (within the meaning of Section 951(b) of the Code) in respect of any entity that is a “controlled foreign corporation” (within the meaning of Section 957(a) of the Code) or (iii) is party to any joint venture, partnership or other arrangement with any Person that is treated as a partnership for U.S. federal, state, local or non-U.S. Tax purposes. (k) Neither the Company nor the Company Subsidiary is a party to any Tax Sharing Agreement (other than a group any Tax Sharing Agreement to which only the common parent of which is Itaú Chile (in the case of Itaú ChileCompany and its Subsidiaries are party) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any Person (other Person arising from than the application of Company or the Company Subsidiary) under U.S. Treasury Regulations Section 1.1502-6 (or any similar provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated grouplocal, or non-U.S. Law) as a transferee or successor, by contractContract or otherwise. (l) There are no Liens for material Taxes upon any property or assets of the Company or the Company Subsidiary, except for the Company Permitted Liens. (m) Neither the Company nor the Company Subsidiary has been a party to, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations advisor with respect to, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and U.S. Treasury Regulations Section 1.6011-4(b). (n) The Company and the Company Subsidiary have (i) to the extent deferred, properly complied in all material respects with all applicable Laws in order to defer the amount of the employer’s share of any “applicable employment taxes” under Section 2302 of the CARES Act, (ii) to the extent applicable, eligible, and claimed, or intended to be claimed, properly complied in all material respects with all Laws and duly accounted for any extension available Tax credits under Sections 7001 through 7004 of the Families First Coronavirus Response Act and Section 2301 of the CARES Act, (iii) not deferred any payroll tax obligations (including those imposed by Sections 3101(a) and 3201 of the Code) (for example, by a period failure to timely withhold, deposit or remit such amounts in accordance with the applicable provisions of the Code and the U.S. Treasury Regulations promulgated thereunder) pursuant to or in connection with any U.S. presidential memorandum or executive order, and (iv) not sought any PPP Loan. (o) Section 3.15(o) of the Company Disclosure Letter sets forth a list of the entity classification of the Company and the Company Subsidiary for U.S. federal income Tax purposes, and, unless otherwise noted in Section 3.15(o) of the assessment Company Disclosure Letter, to the knowledge of the Company, each entity has had such classification at all times since its incorporation or collection offormation, any material Tax, which waiver or extension is still in effectas applicable.

Tax Matters. For purposes of this Section 3.12 and Section 3.11, any reference to the Company or its Subsidiaries shall include any corporation that merged or was liquidated with and into the Company or any of its Subsidiaries. Except as would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) All Tax Returns required to be filed by or with respect to the Company and its Subsidiaries have been timely filed. The Company and its Subsidiaries have (i) timely paid all Taxes that are due, or that have been asserted in writing by any taxing authority to be due, from or with respect to it for the periods ending prior to the date hereof or (ii) provided adequate reserves in its financial statements for any Taxes that have not been paid, whether or not shown as being due on behalf any Tax Returns. (b) No claim for unpaid Taxes has become a Lien against the property of it the Company or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it is being asserted against the Company or any of its Subsidiaries. (c) The statute of limitations with respect to the Tax Returns of the Company and its Subsidiaries that and of each affiliated group (within the meaning of the Code) of which the Company and any of its Subsidiaries are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided a member for on its consolidated balance sheet and consolidated statement all periods through the respective years specified in Section 3.12 of earnings the Disclosure Schedule has expired. There are no outstanding agreements, waivers or income in accordance with IFRS (in arrangements extending the case statutory period of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries)limitation applicable to any claim for, or corresponding accounting principles (including those passed by the Chilean Superintendency period for the collection or assessment of, Taxes due from or with respect to the Company or any Subsidiary of Banks) and standards pursuant to applicable Law and practice of its jurisdiction the Company for any taxable period, and no material deficiencies for power of attorney granted by or with respect to the Company or any Subsidiary of the Company relating to Taxes have is currently in force. (d) No audit or other proceeding by any Governmental Entity has formally commenced and no notification has been proposed, threatened, asserted given to the Company or assessed in writing against any Subsidiary of the Company that such an audit or other proceeding is pending or threatened with respect to any Taxes due by from or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected Company or deposited any Subsidiary of the Company or any Tax Return filed by or with respect to it and each the Company or any Subsidiary have of the Company. No assessment of Tax has been timely withheldproposed in writing against the Company or any Subsidiary of the Company or any of their assets or properties. (e) As of the Effective Time, collected or deposited as neither the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it Company nor any of the Subsidiaries shall be a party to, be bound by or have any obligation under, any Tax sharing agreement or similar contract or arrangement. (f) There is no contract or agreement, plan or arrangement by the Company or any Subsidiary of the Company covering any person that, individually or collectively, could give rise to the payment of any amount that would not be deductible by the Company or its Subsidiaries has requested by reason of Section 162(m) or been granted any waiver Section 280G of the Code or otherwise, as now in effect or as in effect as of the Effective Time. (g) As used herein, "Taxes" shall mean all taxes of any federalkind, stateincluding, local without limitation, those on or foreign statute measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of limitations any kind whatsoever, together with respect toany interest and any penalties, additions to tax or additional amounts imposed by any extension of a period Governmental Entity. As used herein, "Tax Return" shall mean any return, declaration, report, claim for the assessment refund or collection ofinformation return or statement relating to Taxes, including any material Taxschedule or attachment thereto, which waiver or extension is still in effectand including any amendment thereof.

Tax Matters. All (a) Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect: (i) The Company and the Company Subsidiaries have timely filed (taking into account any extension of time within which to file) all Tax Returns that are required to be filed by or on behalf of it or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any such extension has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or of them and all such Tax Returns are true, correct and complete; (ii) The Company and the Company Subsidiaries have given or otherwise made available to Parent true, correct and complete copies of it or its Subsidiaries. No audit assessmentall U.S. federal, dispute or claim concerning any state and local income and other material Tax liability is being conductedReturns, is pending examination reports and statements of deficiencies for taxable periods ending on or has been threatened in writing after December 31, 2015; (iii) The Company and the Company Subsidiaries have timely paid all amounts of Taxes required to be paid by any Governmental Authority. There are no material Liens for of them (including any Taxes upon the assets required to be collected, deducted or withheld by any of it them with respect to any payment owing to, or its Subsidiariesreceived from, except for their employees, creditors, independent contractors, customers and other third parties), other than Taxes that are being contested in good faith by through appropriate proceedings and or for which adequate reserves, reserves in accordance with IFRS (GAAP have been established on the most recent financial statements of the Company and the Company Subsidiaries contained in the case Company SEC Documents, and adequate accruals and reserves (as determined in accordance with GAAP) have been established for Taxes attributable to taxable periods (or portions thereof) since the date of Itaú Chilesuch financial statements; (iv) There is no claim, litigation, audit, examination, investigation or other Proceeding pending or, to the Knowledge of the Company, threatened with respect to any Taxes or Tax Returns of the Company or any Company Subsidiary, and no Governmental Entity has given notice of its intention to assert any deficiency or claim for additional amounts of Taxes against the Company or any of the Company Subsidiaries; (v) None of the Company or any Company Subsidiary is a party to or bound by, or has any obligation under, any Tax allocation, sharing, indemnity, or reimbursement agreement or arrangement (other than any customary Tax indemnification provisions in commercial agreements not primarily related to Taxes, and other than any agreement or arrangement solely among the Company and/or the Company Subsidiaries) or Colombian GAAP has any liability for Taxes of any Person (in other than the case Company or any Company Subsidiary) under Treasury Regulations Section 1.1502-6 (or any similar provision of Itaú Colombia and its Subsidiaries)state, local, or corresponding accounting principles (including those passed non-U.S. Law) or as transferee or successor or otherwise by operation of Law, and neither the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its the Company Subsidiaries (i) is or has ever been a member of an affiliated group within the meaning of Section 1504 of the Code filing a consolidated U.S. federal income Tax Return, or any other affiliated, consolidated, combined, unitary or similar group (other than a group the common parent of which is Itaú Chile or was the Company or any of the Company Subsidiaries) for purposes of filing Tax Returns or paying Taxes; (vi) There are no Liens in respect of or on account of Taxes upon any property or assets of the case Company or any Company Subsidiary, other than Permitted Liens; (vii) During the past three (3) years, no claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of Itaú Chilethe Company Subsidiaries has not filed Tax Returns that it is or may be subject to Taxes by, or required to file Tax Returns in, such jurisdiction; (viii) Neither the Company nor any Company Subsidiary is bound with respect to the current or Itaú Colombia any future taxable period by any closing agreement (within the meaning of Section 7121(a) of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Entity, in each case, that could affect the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of the Company or any Company Subsidiary following the Closing; (ix) Neither the Company nor any Company Subsidiary will be required to include in a taxable period ending after the Closing Date any material item of taxable income attributable to income that accrued in a taxable period prior to the Closing Date but was not recognized for Tax purposes in such prior taxable period (or to exclude from taxable income in a taxable period ending after the Closing Date any material deduction the recognition of which was accelerated from such taxable period to a taxable period prior to the Closing Date) as a result of (A) the use of the installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting, or the cash method of accounting with respect to any transaction, disposition, or other Person arising from arrangement made on or prior to the application Closing, (B) any prepaid amount received on or prior to the Closing Date, (C) any installment sale or open transaction disposition made on or prior to the Closing Date, (D) any intercompany transactions occurring on or prior to the Closing Date, (E) any election under Section 108(i) of the Code made prior to the Closing Date, or (F) any provision change in accounting method for a taxable period ending on or prior to the Closing Date that results in an adjustment made under Section 481 of federal the Code (or comparable provisions of state, local or foreign Law that imposes joint non-U.S. Tax Law); (x) There are no outstanding agreements extending or several liability on members waiving the statutory period of a consolidated or affiliated grouplimitations applicable to any claim for, or as a transferee the period for the collection, assessment or successorreassessment of, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it Taxes due from the Company or any of its the Company Subsidiaries has for any obligation to taxable period and no request for any Person such waiver or extension is currently pending; (other than it or one xi) The transfer pricing methodology of its Subsidiaries) each of the Company and the Company Subsidiaries is in material compliance with respect to Taxes. All material Taxes Section 482 of the Code (determined both individually and in any related sections), the aggregate) required to be withheld, collected or deposited by or with respect to it Treasury Regulations promulgated thereunder and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any comparable provisions of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute non-U.S. Tax Law; and (xii) Neither the Company nor any Company Subsidiary has entered into any “listed transaction” within the meaning of limitations with respect toTreasury Regulations Section 1.6011-4(b)(2) (or any similar provision of state, local or non-U.S. Law). (b) Within the last two (2) years, neither the Company nor any Company Subsidiary has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355(a) or Section 361 of the Code. (c) The Company is not aware of the existence of any extension fact that would reasonably be expected to cause Parent to be treated as a “domestic corporation” pursuant to Section 7874(b) of the Code as a period for result of the assessment or collection of, any material Tax, which waiver or extension is still in effectMerger.

Tax Matters. (a) All Tax Returns required to be filed by the Company or its Subsidiaries on behalf or prior to the Effective Time have been or will be prepared in good faith and timely filed with the appropriate Governmental Entity on or prior to the Effective Time and all such Tax Returns are (or, as to Tax Returns not filed on the date hereof, will be) complete and accurate in all material respects. (b) All material Taxes that are required to be paid by the Company or its Subsidiaries, either (x) have been fully paid on a timely basis (except with respect to matters contested in good faith as set forth in the Company Disclosure Letter) or (y) are adequately reflected as a liability on the Company's or its Subsidiaries' books and records and financial statements and remitted to the appropriate Governmental Entity. All Taxes required to be collected or withheld from third parties by the Company or its Subsidiaries have been collected or withheld. (c) The Company and its Subsidiaries have made due and sufficient accruals and reserves for their respective liabilities for Taxes in their respective books and records and financial statements. (d) The Company and each of it its Subsidiaries have not waived any statute of limitations, or agreed to any extension of time, with respect to Taxes or a Tax assessment or deficiency, which waiver or extension is in effect. (e) As of this date, (A) there are not pending or, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters and (B) there are not any unresolved questions or claims concerning the Company's or any of its Subsidiary's Tax liability that (i) were raised by any taxing authority in a communication to the Company or any Subsidiary and (ii) would be individually or in the aggregate, material to the Company and its Subsidiaries have been timely taken as a whole, after taking into account any reserves for Taxes set forth on the most recent balance sheet contained in the SEC Reports filed prior to this date. (f) The Company has made available to Parent true and correct copies of the United States federal income and all material state income or requests franchise Tax Returns filed by the Company and its Subsidiaries for extensions have been timely filed each of its fiscal years ended on or about June 30, 1997, 1998 and any such extension has been granted and 1999. (g) The Company has not expired, and all distributed the stock of a "controlled corporation" (as defined in section 355(a) of the Code) in a transaction subject to section 355 of the Code within the past two years or before such filed returns are complete and accurate. All Taxes attributable to it time if the distribution was part of a plan (or any series of its Subsidiaries that are or were due or payable related transactions) of which the Merger is also a part. (without regard to whether such Taxes have been assessedh) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or Tax Returns of it or its Subsidiaries. No audit assessment, dispute or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing by any Governmental Authority. There are no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its Subsidiaries (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal under Treasury Regulation Section 1.1502-6 or analogous state, local or foreign Law that imposes joint for any Taxes, other than for Taxes of Company or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries or (ii) is a party to a Tax sharing, indemnification sharing or similar agreement Tax indemnity contract or any agreement pursuant to which it other contract of a similar nature with any entity other than Company or any of its Subsidiaries has any obligation to any Person that remains in effect. (other than it or one of its Subsidiariesi) with respect to Taxes. All material Taxes (determined both individually and in Neither the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it Company nor any of its Subsidiaries has requested or been granted any waiver know of any fact relating to the Company or its Subsidiaries that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(c) of the Code. As used in this Agreement, (i) the term "Tax" (including, with correlative meaning, the terms "Taxes" and "Taxable") includes all federal, state, local and foreign income, profits, franchise, gross receipts, license, premium, environmental (including taxes under Section 59A of the Code), capital stock, severance, stamp, payroll, sales, employment, unemployment, disability, use, transfer, property, withholding, excise, production, occupation, windfall profits, customs duties, social security (or foreign statute similar), registration, value added, alternative or add-on minimum, estimated, occupancy and other taxes, duties or governmental assessments of limitations any nature whatsoever, together with all interest, penalties and additions imposed with respect toto such amounts and any interest in respect of such penalties and additions, or any extension of and (ii) the term "Tax Return" includes all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectTax authority relating to Taxes.

Tax Matters. All (a) (i) The Company and each Company Subsidiary have timely filed with the appropriate taxing authority all income Tax and all other material Tax Returns required to be filed filed, in the manner required by or on behalf applicable Law, taking into account any extensions of it or any of its Subsidiaries have been timely filed or requests for extensions have been timely filed and any time within which to file such extension has been granted and has not expiredTax Returns, and all such filed returns are Tax Returns were complete and accurate. All accurate in all material respects and (ii) all income Tax and all other material Taxes attributable to it (whether or not shown on any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessedTax Return) have been fully paid within the time and in full or have been adequately provided the manner required by applicable Law, or, where payment is not yet due, has made adequate provision for on its consolidated balance sheet and consolidated statement of earnings or income all material Taxes in the Company Financial Statements in accordance with IFRS GAAP. (in b) (i) There are no audits, other proceedings, assessments, claims or disputes pending with regard to any Taxes or Tax Returns of the case Company or any Company Subsidiary; (ii) neither the Company nor any Company Subsidiary has received a written notice or announcement of Itaú Chile), Colombian GAAP any audits or proceedings; (in iii) neither the case Company nor any Company Subsidiary has waived any statute of Itaú Colombia and its Subsidiaries), limitations with respect to Taxes or corresponding accounting principles agreed to any extension of time with respect to any material Tax assessment or deficiency for any open tax year; (including those passed by the Chilean Superintendency of Banksiv) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted proposed or assessed in writing against or with respect to any Taxes due by by, or Tax Returns of it of, the Company or its Subsidiaries. No audit assessment, dispute or any Company Subsidiary that remains unpaid; and (v) no written claim concerning any material Tax liability is currently being conducted, is pending or has been threatened in writing made by any Governmental Authority. Entity in a jurisdiction where neither the Company nor any Company Subsidiary files Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) There are no material Tax Liens upon any property or assets of the Company or any Company Subsidiary except Permitted Liens for Taxes upon Taxes. (d) Neither the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its Subsidiaries Company Subsidiary (i) is or has ever been a member of an affiliated group (other than a group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú ColombiaCompany) filing a joint, combined, unitary or consolidated federal income Tax Return or (ii) has any material liability is liable for Taxes of any other Person arising from (other than the application of Company or a Company Subsidiary) under Treasury Regulation 1.1502-6 or any similar provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated groupTax Law, or as a transferee or successor. (e) In the past five (5) years, by contract, or otherwise. Neither it neither the Company nor any Company Subsidiary has been a party to any transaction treated by the parties thereto as a distribution to which Section 355 of its the Code applied. (f) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period described in Section 897(c)(1)(A)(ii) of the Code. (g) None of Company or any of the Company Subsidiaries is a party to a Tax sharingto, indemnification is bound by or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to under any Person Tax sharing or Tax indemnity agreement or similar contract or arrangement (other than it or one of its Subsidiaries) with respect excluding customary Tax indemnification provisions in commercial Contracts not primarily relating to Taxes. ). (h) All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it Company and each Company Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor taxing authority. (i) No closing agreement pursuant to section 7121 of the Code (or any similar provision of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations law) has been entered into by or with respect to, to Company or any extension Company Subsidiary in the past five (5) years. (j) Neither the Company nor any Company Subsidiary has agreed or is required to make any material adjustments pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign law by reason of a period change in accounting method initiated by it or any other relevant party and neither the Company nor any Company Subsidiary has any knowledge that the IRS has proposed any such adjustment or change in accounting method, nor has any application pending with any Governmental Entity requesting permission for the assessment or collection of, any material Taxchanges in accounting methods that relate to the business or assets of the Company or any Company Subsidiary. (k) Except as expressly set forth in Section 3.11 or Section 3.7, which waiver this Section 3.18 constitutes all of the representations and warranties with respect to Taxes, and no other representation or extension is still warranty in effectthis Agreement shall be construed to apply to any matter relating to Taxes.

Tax Matters. All Except as set forth on Schedule 3.11 or as would not reasonably be expected to result in a Contributor Material Adverse Effect: (a) all Tax Returns required to be filed (whether by the Contributors, Holdings or otherwise) on or prior to the Closing Date with respect to the Terminal Assets or Membership Interests and by or on behalf of it or any of its Subsidiaries with respect to Holdings have been or will be timely filed filed, all such Tax Returns were or requests for extensions have been timely filed will be correct and any such extension has been granted and has not expiredcomplete in all material respects, and all such filed returns are complete Taxes due and accurate. All Taxes attributable payable or with respect to it the Terminal Assets or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet Membership Interests and consolidated statement of earnings or income in accordance with IFRS (in the case of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Contributor or Holdings have been or will be paid; (b) there are no Liens for Taxes due other than Permitted Liens upon any of the Terminal Assets or the Membership Interests; (c) there is no claim or adjustment pending, and no written assessment has been proposed, by any Governmental Authority in connection with any Tax relating to the Terminal Assets, Membership Interests or Holdings; (d) no Tax Returns of it relating to the Terminal Assets, Membership Interests or its Subsidiaries. No audit assessmentHoldings are under audit, dispute examination, written inquiry or claim concerning any material Tax liability is being conducted, is pending or has been threatened in writing other proceeding by any Governmental Authority. There are , and none of the Contributors nor Holdings has received any written notice from any Governmental Authority indicating an intent to open an audit or other review with respect to Taxes relating to the Terminal Assets, Membership Interests or Holdings; (e) none of the Contributors (with respect to the Terminal Assets or Membership Interests) nor Holdings is a party to any Tax allocation, indemnification or sharing arrangement (other than arrangements that principal purpose of which is not Tax-related); (f) no material Liens for Taxes upon the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with IFRS (in the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it nor any of its Subsidiaries (i) is or written claim has ever been made in a jurisdiction where Tax Returns or Taxes relating to the Terminal Assets, Membership Interests or Holdings have not been filed or paid to the effect that any Contributor or Holdings may be subject to taxation by that jurisdiction with respect to the Terminal Assets; (g) each of the Contributors (with respect to the Terminal Assets or Membership Interests) and Holdings has withheld and paid all 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, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed; and (h) none of the Contributors (with respect to the Terminal Assets or Membership Interests) nor Holdings has any Liability for the Taxes of any person under Treasury Regulations § 1.1502-6 (or any similar provision of state, local, or non-U.S. Law) other than a member of an affiliated group (other than a the consolidated group the common parent of which is Itaú Chile (in the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a jointErgon, combinedInc., unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has any obligation to any Person (other than it or one of its Subsidiaries) with respect to Taxes. All material Taxes (determined both individually and in the aggregate) required to be withheld, collected or deposited by or with respect to it and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effect.

Tax Matters. (i) All income and all other material Tax Returns required to be filed by or on behalf of it the Company and its Subsidiaries, as applicable, with any Governmental Body have been filed when due (taking into account any extensions of such due date), and (ii) the Company and its Subsidiaries have paid (or have had paid on their behalf) all respective material Taxes due and owing (whether or not shown on any Tax Return). (b) Each of the Company and its Subsidiaries has withheld and paid all respective material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. (c) There are (i) no current examinations or audits of any Tax Return of the Company or any of its Subsidiaries have been timely filed in progress as of the date hereof and (ii) no written notice of a claim or requests for extensions have been timely filed and any such extension pending investigation has been granted and has not expired, and all such filed returns are complete and accurate. All Taxes attributable to it received by the Company or any of its Subsidiaries that are or were due or payable (without regard to whether such Taxes have been assessed) have been paid in full or have been adequately provided for on its consolidated balance sheet and consolidated statement of earnings or income in accordance with IFRS (in the case past three (3) years from any Governmental Body in any jurisdiction where the Company or any of Itaú Chile), Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), as applicable, does not file Tax Returns or corresponding accounting principles (including those passed by pay Taxes that the Chilean Superintendency Company or such Subsidiary is or may be subject to Taxes in that jurisdiction or may have a duty to file Tax Returns in that jurisdiction. No extension or waiver of Banks) and standards pursuant to the limitation period applicable Law and practice of its jurisdiction and no material deficiencies for any Taxes have been proposed, threatened, asserted or assessed in writing against or with respect to any Taxes due by or of the Tax Returns of it the Company or any of its Subsidiaries. No audit assessmentSubsidiaries has been requested or granted or is currently in effect. (d) To the knowledge of the Company, dispute or claim concerning any material Tax liability is being conducted, no Legal Proceeding is pending or has been threatened in writing against or with respect to the Company or its Subsidiaries in respect of any Tax. No deficiency of material Taxes in respect of the Company or its Subsidiaries has been asserted in writing as a result of any audit or examination by any Governmental Authority. There are no material Liens Body that is not adequately reserved for Taxes upon in the assets of it or its Subsidiaries, except for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves, Company’s financial statements in accordance with IFRS GAAP or has not been otherwise resolved or paid in full. (in e) Neither the case of Itaú Chile) or Colombian GAAP (in the case of Itaú Colombia and its Subsidiaries), or corresponding accounting principles (including those passed by the Chilean Superintendency of Banks) and standards pursuant to applicable Law and practice of its jurisdiction, have been established. All material Liens for Taxes that are being contested in good faith by appropriate proceedings have been appropriately disclosed to Corp Group Parties. Neither it Company nor any of its Subsidiaries (i) is or has ever been a member of an affiliated combined, consolidated or unitary Tax group (for purposes of filing any Tax Return other than a group of which the Company was the common parent of which is Itaú Chile parent. (in f) Neither the case of Itaú Chile) or Itaú Colombia (in the case of Itaú Colombia) filing a joint, combined, unitary or consolidated Tax Return or (ii) has any material liability for Taxes of any other Person arising from the application of any provision of federal state, local or foreign Law that imposes joint or several liability on members of a consolidated or affiliated group, or as a transferee or successor, by contract, or otherwise. Neither it Company nor any of its Subsidiaries is a party to a Tax sharing, indemnification or similar agreement or any agreement pursuant to which it or any of its Subsidiaries has entered into any obligation to any Person “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). (g) There are no material Encumbrances for Taxes upon the assets of the Company and its Subsidiaries (other than it or one of its Subsidiaries) with respect to Taxes. All material liens for Taxes (determined both individually and incurred in the aggregate) required to be withheld, collected or deposited by or ordinary course of business consistent with respect to it past practice that are not yet due and each Subsidiary have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Governmental Authority. Neither it nor any of its Subsidiaries has requested or been granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment or collection of, any material Tax, which waiver or extension is still in effectpayable).