Common use of Taxes and Tax Returns Clause in Contracts

Taxes and Tax Returns. (i) Each of the Company and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (B) has any material liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Law), as a transferee or successor, by contract or otherwise. Neither the Company nor any of its Subsidiaries has been, within the past two (2) years, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each Except as disclosed in Charter Disclosure Schedule Section 3.10(a), each of the Company Charter and its Subsidiaries CharterBank has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Charter nor any of its Subsidiaries CharterBank is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business)Return. All material Taxes of the Company Charter and its Subsidiaries (whether or not shown on any Tax Returns) CharterBank that are due have been fully and timely paid. Each of the Company Charter and its Subsidiaries CharterBank has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company Charter nor any of its Subsidiaries CharterBank has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Charter and its Subsidiaries CharterBank for all years up to and including 2019 December 31, 2013 have been examined by the Internal Revenue Service 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. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection No deficiency with any respect to a material amount of TaxesTaxes has been proposed, and there asserted or assessed, in each case, in writing, against Charter or CharterBank. There are no pending or threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax Taxes of the Company Charter and its Subsidiaries CharterBank or the assets of Charter and CharterBank. In the Company last six (6) years, neither Charter nor CharterBank has been informed in writing by any jurisdiction that the jurisdiction believes that Charter or CharterBank was required to file any Tax Return that was not filed. Charter has made available to CenterState true, correct, and its Subsidiariescomplete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. There are no Liens for material Taxes (except Taxes not yet due and payable or for Taxes that are being contested in good faith) on any of the assets of Charter or CharterBank. Neither the Company Charter nor any of its Subsidiaries CharterBank is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Charter and its SubsidiariesCharterBank). Neither the Company Charter nor any of its Subsidiaries CharterBank (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyCharter) or (Bii) has any material liability for the Taxes of any person Person (other than the Company Charter or any of its SubsidiariesCharterBank) under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Charter nor any of its Subsidiaries CharterBank has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Charter nor any of its Subsidiaries CharterBank has participated in a “listed transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b4(b)(2). At no time during the past five (5) years has the Company Charter been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified Neither Charter nor CharterBank 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 Subchapter C corporation for U.S. federal tax purposesresult of any (A) change in method of accounting, (B) closing agreement, (C) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign law), (D) installment sale or open transaction disposition made on or prior to the Closing Date, or (E) prepaid amount received on or prior to the Closing Date, in the case of (A), (C), (D) and (E), outside of the Ordinary Course of Business. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, fees, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company Home and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are that were required to be filed by it, and all such Tax Returns are true, correct, correct and complete in all material respects. Neither the Company Home nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company Home and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paidpaid other than Taxes that have been reserved or accrued on the balance sheet of Home or its Subsidiaries or which Home and/or its Subsidiaries is contesting in good faith. Each of the Company Home and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company Home nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Home and its Subsidiaries for all years to and including 2019 2008 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company Home nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Home and its Subsidiaries or the assets of the Company Home and its Subsidiaries. Home has made available to Cascade true and 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 (6) years. Neither the Company Home nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Home and its Subsidiaries). Neither the Company Home nor any of its Subsidiaries (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyHome) or (Bii) has any material liability for the Taxes of any person (other than the Company Home or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Home nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Home nor any of its Subsidiaries has participated in a listed transaction within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (or any predecessor provision), and neither Home nor any of its Subsidiaries has been notified of, or to the knowledge of Home or its Subsidiaries has participated in, a transaction that is described as a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company Home been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified There are no Liens for Taxes upon the assets of Home or any of its Subsidiaries other than Liens for current Taxes not yet due and payable. As of the date hereof, neither Home nor its Subsidiaries has knowledge of any conditions which exist or which may fail to exist that might prevent or impede the Merger from qualifying as a Subchapter C corporation reorganization within the meaning of Section 368(a) of the Code. No claim has ever been made by any Governmental Entity in a jurisdiction where Home or a Home Subsidiary does not file Tax Returns that Home or such Subsidiary is or may be subject to taxation by that jurisdiction. Neither Home nor any of its Subsidiaries has filed an election under Section 338(g) or 338(h)(10) of the Code. Neither Home nor any of its Subsidiaries has agreed, nor is it required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise that will affect its liability for U.S. federal tax purposesTaxes. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, local and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company Cascade and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are that were required to be filed by it, and all such Tax Returns are true, correct, correct and complete in all material respects. Neither the Company Cascade nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company Cascade and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paidpaid other than Taxes that have been reserved or accrued on the balance sheet of Cascade or its Subsidiaries or which Cascade and/or its Subsidiaries is contesting in good faith. Each of the Company Cascade and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company Cascade nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Cascade and its Subsidiaries for all years to and including 2019 2007 have been examined by the Internal Revenue Service IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company Cascade nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Cascade and its Subsidiaries or the assets of the Company Cascade and its Subsidiaries. Cascade has made available to Home true and 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 (6) years. Neither the Company Cascade nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Cascade and its Subsidiaries). Neither the Company Cascade nor any of its Subsidiaries (Aa) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyCascade) or (Bb) has any material liability for the Taxes of any person (other than the Company Cascade or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Cascade nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Cascade nor any of its Subsidiaries has participated in a listed transaction within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (or any predecessor provision) and neither Cascade nor any of its Subsidiaries has been notified of, or to the knowledge of Cascade or its Subsidiaries has participated in, a transaction that is described as a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company Cascade been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified There are no Liens for Taxes upon the assets of Cascade or any of its Subsidiaries other than Liens for current Taxes not yet due and payable. As of the date hereof, neither Cascade nor its Subsidiaries has knowledge of any conditions which exist or which may fail to exist that might prevent or impede the Merger from qualifying as a Subchapter C corporation reorganization within the meaning of Section 368(a) of the Code. No claim has ever been made by any Governmental Entity in a jurisdiction where Cascade or a Cascade Subsidiary does not file Tax Returns that Cascade or such Subsidiary is or may be subject to taxation by that jurisdiction. Neither Cascade nor any of its Subsidiaries has filed an election under Section 338(g) or 338(h)(10) of the Code. Neither Cascade nor any of its Subsidiaries has agreed, nor is it required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise that will affect its liability for U.S. federal tax purposesTaxes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Camber: (i) Each each of Camber and the Company and its Camber Subsidiaries has duly and timely filed with the appropriate taxing authority (including taking into account all valid applicable extensions) all material Tax Returns required by applicable Law to be filed with respect to each of Camber and the Camber Subsidiaries in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company ; (ii) neither Camber nor any of its Subsidiaries Camber Subsidiary is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course course) nor has Camber nor any Camber Subsidiary been granted any extension or waiver of business). All material the limitation period applicable to any Tax that remains in effect; (iii) all Taxes of Camber and the Company and its Camber Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each paid (taking into account all applicable extensions); (iv) each of Camber and the Company and its Camber Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company party and has complied with all applicable information reporting requirements; (v) neither Camber nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company nor any of its Subsidiaries Camber Subsidiary has received written notice of any Tax assessment or proposed assessment in connection with any material amount of TaxesTax assessment, and there are no threatened in writing or pending disputes, actions, suits, claims, audits, investigations, examinations or other proceedings regarding any material Tax of Camber and the Company and its Camber Subsidiaries or the assets of Camber and the Company and its Camber Subsidiaries. Neither the Company , nor has any claim for additional Tax been asserted in writing by any taxing authority; (vi) since January 1, 2017, no claim has been made in writing by any taxing authority in a jurisdiction where Camber or any Camber Subsidiary has not filed income or franchise Tax Returns that it is or may be subject to income or franchise Tax by such jurisdiction; and (vii) neither Camber nor any of its Subsidiaries Camber Subsidiary is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Camber and the Company and its Camber Subsidiaries). . (b) Neither the Company Camber nor any of its Subsidiaries Camber Subsidiary (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) Camber), or (Bii) has any material liability for the Taxes of any person (other than the Company Camber or any of its SubsidiariesCamber Subsidiary) under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of any state, local or foreign Law), as a transferee or successor, successor or by contract or otherwise. contract. (c) Neither the Company Camber nor any of its Subsidiaries Camber Subsidiary has been, within the past two three (23) years, years a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. . (d) Neither the Company Camber nor any of its Subsidiaries Camber Subsidiary has participated in a “listed transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b4(b)(2). At . (e) [Intentionally Deleted.] (f) There is no time during Lien on any of the past five assets or properties of Camber or any Camber Subsidiary as a result of a failure or alleged failure to pay any Tax. (5g) years has Camber and its Subsidiaries are not bound with respect to the Company been a U.S. real property holding corporation current or any future taxable period by any closing agreement (within the meaning of Section 897(c)(27121(a) of the Code. The Company is classified as ) or other written agreement with a Subchapter C corporation for U.S. federal tax purposestaxing authority. (iih) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments (excluding tariffs and duties), together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all All material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itor with respect to GETCO or any of its Subsidiaries have been timely filed (taking into account any permitted exceptions) and prepared in accordance with applicable Law, and all each such Tax Returns are Return is true, correct, correct and complete in all material respects. GETCO and each of its Subsidiaries has paid all material Taxes (whether or not shown on such Tax Returns) due and payable by it prior to Closing. (b) All material Taxes or other amounts relating to the payment of Taxes that GETCO or any of its Subsidiaries is or was required by Law to withhold or collect have been duly withheld or collected and have been paid over to the proper Governmental Entity or other Person. GETCO and each of its Subsidiaries has complied, in all material respects, with all applicable Laws relating to the payment, collection, withholding and reporting of any amounts related to Taxes, including with respect to payments made to any employee, independent contractor, creditor, stockholder, partner or other third party. (c) There are no Liens for material amounts of Taxes (other than Liens for Taxes not yet due and payable) upon any assets of GETCO or any of its Subsidiaries. (d) There is no Tax Proceeding pending or threatened in writing with respect to any material Taxes of GETCO or any of its Subsidiaries. Neither the Company GETCO nor any of its Subsidiaries is presently under any examination or audit by any Taxing Authority. No material claim has been made in writing by a Taxing Authority in a jurisdiction where GETCO or any of its Subsidiaries does not file Tax Returns to the beneficiary effect that it is required to file Tax Returns in or may be subject to Tax by that jurisdiction. No extension or waiver of the period for assessment or collection of any extension Tax is currently in effect with respect to GETCO or any of its Subsidiaries. Neither GETCO nor any of its Subsidiaries has extended the time within which to file any material Tax Return, which Tax Return will not be filed prior to the Closing Date. (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returnse) that are due have been fully and timely paid. Each of the Company and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries. Neither the Company GETCO nor any of its Subsidiaries is a party to or is to, bound by or obligated under, any Tax sharingallocation, allocation indemnity, sharing or indemnification agreement similar contract or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries“Tax Sharing Agreement”). Neither the Company GETCO nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (B) has any material liability for the Taxes of any person (other than the Company or Person under any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any applicable Law), as a transferee or successor, by contract or otherwise. (f) Neither GETCO nor any of its Subsidiaries is subject to any private letter ruling of the IRS or comparable ruling of any other Governmental Entity. Neither the Company GETCO nor any of its Subsidiaries has beengranted to any Person any power of attorney that will be in force after the Closing with respect to any Tax matter. (g) There have been no entity classification elections filed pursuant to Treasury Regulations Section 301.7701-3 (or any analogous provision of state or local income Tax Law), within with respect to GETCO or any of its Subsidiaries. GETCO is classified, and has since the past two (2date of its formation been classified, as a partnership for U.S. federal, state and local income Tax purposes, and none of the Holders or GETCO has taken a position inconsistent with such treatment with respect to any U.S. federal, state or local Tax. Except as set forth on Section 3.9(g) yearsof the GETCO Disclosure Schedule, each Subsidiary of GETCO is a “distributing corporationdisregarded” or a “controlled corporation” (entity within the meaning of Treasury Regulations Section 355(a)(1)(A301.7701-3 (and any analogous provision of state or local income Tax Law) and none of the Internal Revenue Code of 1986 them has taken a position inconsistent with such treatment with respect to any U.S. federal, state or local Tax. (the “Code”)h) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company GETCO nor any of its Subsidiaries has participated taken or agreed to take any action or knows of any fact that could reasonably be expected to prevent or impede the Mergers, taken together, from being treated as a transaction described in Section 351 of the Code or the Blocker Merger from qualifying as a “listed transactionreorganization” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2368(a) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iii) As used hereinin this Agreement, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.the following terms shall have the following meanings:

Taxes and Tax Returns. (i) Each of the Company and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 2022 have been examined by the Internal Revenue Service 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. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (B) has any material liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Law), as a transferee or successor, by contract or otherwise. Neither the Company nor any of its Subsidiaries has been, within the past two (2) yearsyears or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Internal Revenue Code of 1986 (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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 2022 have been examined by the Internal Revenue Service 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. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (B) has any material liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Law), as a transferee or successor, by contract or otherwise. Neither the Company nor any of its Subsidiaries has been, within the past two (2) years, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company First Financial and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company First Financial nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company First Financial and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company First Financial and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company First Financial nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company First Financial and its Subsidiaries for all years to and including 2019 2016 have been examined by the Internal Revenue Service IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company First Financial nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company First Financial and its Subsidiaries or the assets of the Company First Financial and its Subsidiaries. First Financial has made available to MainSource true and 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 (6) years. Neither the Company First Financial nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company First Financial and its Subsidiaries). Neither the Company First Financial nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyFirst Financial) or (B) has any material liability for the Taxes of any person (other than the Company First Financial or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company First Financial nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company First Financial nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company First Financial been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company Parent and its Subsidiaries has duly and timely filed or caused to be filed (including giving effect to all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itany of them, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return . (other than extensions to file Tax Returns obtained in the ordinary course of business). b) All material Taxes of the Company Parent and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paidpaid or adequate reserves therefor have been made on the financial statements of Parent and its Subsidiaries included (or incorporated by reference) in the Parent Reports (including the related notes, where applicable). Each of the Company Parent and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor person. (c) No claim has been made in writing by any Governmental Entity in a jurisdiction where Parent or other third party. Neither the Company nor any of its Subsidiaries has granted does not file Tax Returns that Parent or such subsidiary is or may be subject to taxation by that jurisdiction. (d) There are no material Liens for Taxes on any extension or waiver of the limitation period applicable to assets of Parent or any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Subsidiaries. (e) Neither the Company Parent nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations examinations, investigations, or other proceedings regarding any material Tax of the Company Parent and its Subsidiaries or the assets of the Company Parent and its Subsidiaries. Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserves have not been established. (f) Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (B) has any material liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Law), as a transferee or successor, by contract or otherwise. Neither the Company Parent nor any of its Subsidiaries has beentaken any action, within or knows of any fact or circumstance, that could reasonably be expected to prevent the past two (2) yearsIntegrated Mergers, taken together, from being treated as an integrated transaction that qualifies as a “distributing corporationreorganization” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2368(a) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company Discover and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Discover nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company Discover and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Discover and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company Discover nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Discover and its Subsidiaries or the assets of the Company Discover and its SubsidiariesSubsidiaries that has not been accrued in the latest audited balance sheet included in the Discover Reports. Neither the Company Discover nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Discover and its Subsidiaries). Neither the Company Discover nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the CompanyDiscover) or (B) has any material liability for the Taxes of any person (other than the Company Discover or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Discover nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Discover nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company Discover been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company SCB and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company SCB nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company SCB and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company SCB and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. There are no Liens on any of SCB’s assets or on any assets of any of SCB’s Subsidiaries that arose either in connection with any failure (or alleged failure) to pay any Tax or, to the knowledge of SCB, is any taxing authority in the process of imposing a Lien for Taxes upon such assets. Neither the Company SCB nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company SCB nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company SCB and its Subsidiaries or the assets of the Company SCB and its Subsidiaries. SCB has made available to CBC true and 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 (6) years. Neither the Company SCB nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company SCB and its Subsidiaries). Neither the Company SCB nor any of its Subsidiaries (Aa) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanySCB) or (Bb) has any material liability for the Taxes of any person Person (other than the Company SCB or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any state, local or foreign Law), as a transferee or successor, by contract or otherwise. Neither the Company SCB nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company SCB nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company SCB been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified Neither SCB nor any of SCB’s Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, any Tax period (or portion thereof) beginning after the Effective Time as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, result of (A) a change in accounting method for a Tax period beginning on or before the Effective Time, (B) any “Taxclosing agreement” as described in Section 7121 of the Code (or “Taxes” means all any similar provision of state, local or foreign tax law), (C) any intercompany transaction or any excess loss account, within the meaning of Treas. Reg. 1.1502-13 and 1.1502-19, respectively, (or any corresponding or similar provision or administrative rule of federal, state, local, or non-U.S. income Tax law) or (D) any prepaid amount received on or prior to the Effective Time. As of the date hereof, neither SCB nor any of its Subsidiaries has any reason to believe that any conditions exist that could reasonably be expected to prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Neither SCB nor any of SCB’s Subsidiaries has (i) deferred the employer’s share of any “applicable employment taxes” under Section 2302 of the CARES Act (or any similar provision of state or local law), (ii) deferred any payroll tax obligations (including those imposed by Sections 3101(a) and foreign income3201 of the Code) pursuant to or in connection with the Memorandum on Deferring Payroll Tax Obligation in Light of the Ongoing COVID-19 Disaster, excisedated August 8, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative 2020 or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (Biii) “Tax Return” means claimed any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entityemployee retention credits under the CARES Act.

Taxes and Tax Returns. (i) Each of the Company CBC and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company CBC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company CBC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company CBC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. There are no Liens on any of CBC’s assets or on any assets of any of CBC’s Subsidiaries that arose either in connection with any failure (or alleged failure) to pay any Tax or, to the knowledge of CBC, is any taxing authority in the process of imposing a Lien for Taxes upon such assets. Neither the Company CBC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company CBC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company CBC and its Subsidiaries or the assets of the Company CBC and its Subsidiaries. CBC has made available to SCB true and 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 (6) years. Neither the Company CBC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company CBC and its Subsidiaries). Neither the Company CBC nor any of its Subsidiaries (Aa) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyCBC) or (Bb) has any material liability for the Taxes of any person Person (other than the Company CBC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any state, local or foreign Law), as a transferee or successor, by contract or otherwise. Neither the Company CBC nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company CBC nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company CBC been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified Neither CBC nor any of CBC’s Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, any Tax period (or portion thereof) beginning after the Effective Time as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, result of (A) a change in accounting method for a Tax period beginning on or before the Effective Time, (B) any “Taxclosing agreement” as described in Section 7121 of the Code (or “Taxes” means all any similar provision of state, local or foreign tax law), (C) any intercompany transaction or any excess loss account, within the meaning of Treas. Reg. 1.1502-13 and 1.1502-19, respectively, (or any corresponding or similar provision or administrative rule of federal, state, local, or non-U.S. income Tax law) or (D) any prepaid amount received on or prior to the Effective Time. As of the date hereof, neither CBC nor any of its Subsidiaries has any reason to believe that any conditions exist that could reasonably be expected to prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Neither CBC nor any of CBC’s Subsidiaries has (i) deferred the employer’s share of any “applicable employment taxes” under Section 2302 of the CARES Act (or any similar provision of state or local law), (ii) deferred any payroll tax obligations (including those imposed by Sections 3101(a) and foreign income3201 of the Code) pursuant to or in connection with the Memorandum on Deferring Payroll Tax Obligation in Light of the Ongoing COVID-19 Disaster, excisedated August 8, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative 2020 or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (Biii) “Tax Return” means claimed any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entityemployee retention credits under the CARES Act.

Taxes and Tax Returns. (i) Each of the Company South State and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company South State nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company South State and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company South State and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company South State nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company South State nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and and, to the knowledge of South State, there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company South State and its Subsidiaries or the assets of the Company South State and its Subsidiaries. South State has not entered into any private letter ruling requests, closing agreements or gain recognition agreements with respect to a material amount of Taxes requested or executed in the last three (3) years. Neither the Company South State nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company South State and its Subsidiaries). Neither the Company South State nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the CompanySouth State) or (B) has any material liability for the Taxes of any person (other than the Company South State or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company South State nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company South State nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of HBI and the Company and its HBI Subsidiaries has duly and timely filed (filed, including all valid applicable extensions) , all income and other material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itit on or prior to the date of this Agreement, and all such Tax Returns are true, correct, being accurate and complete in all material respects. Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any , has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or withheld and timely remitted all material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company and its Subsidiaries (Taxes, whether or not shown on any Tax Returns) Return, that are due and payable or claimed to be due from it by a Governmental Entity, other than Taxes that (i) are not yet delinquent or are being contested in good faith, which have not been finally determined, and (ii) have been fully and timely paidadequately reserved against in accordance with GAAP. Each of the Company and its Subsidiaries has withheld and paid all material Taxes All required estimated Tax payments sufficient to avoid any underpayment penalties or interest have been withheld made by or on behalf of each of HBI and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third partythe HBI Subsidiaries. Neither the Company HBI nor any of its the HBI Subsidiaries has granted any extension or waiver of the limitation period applicable to any material for the assessment or collection of Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there There are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding in progress or pending, including any material Tax notice received of any intent to conduct an audit or examination, or claims asserted, for Taxes upon HBI or any of the Company HBI Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where HBI or any of the HBI Subsidiaries has not filed Tax Returns such that HBI or any of the HBI Subsidiaries is or may be subject to taxation by that jurisdiction. All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the Tax Returns of, or including, HBI or any of the HBI Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of HBI and its the HBI Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any subsequent taxable period. There are no Liens for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of HBI or any of the Company and its HBI Subsidiaries. Neither the Company HBI nor any of its the HBI Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (arrangement, other than such an agreement or arrangement exclusively between or among HBI and the Company and its HBI Subsidiaries). Neither the Company HBI nor any of its the HBI Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (Return, other than a group the common parent of which was the Company) HBI, or (B) has any material liability for the Taxes of any person (Person, other than the Company HBI or any of its the HBI Subsidiaries) , under Treasury Regulation Section Treas. Reg. § 1.1502-6 (6, or any similar provision of any state, local or foreign Law), or as a transferee or successor, by contract or otherwise. Neither the Company HBI nor any of its the HBI Subsidiaries has been, within during the past two (2) yearstwo-year period ending on the date hereof, a “distributing corporation” or a “controlled corporation” (”, within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending intended to qualify for tax-free treatment under Section be governed in whole or in part by Sections 355 of the Code. Neither the Company nor any of its Subsidiaries HBI is not and has participated in not been a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. United States real property holding corporation corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. The Company Neither HBI, nor any of the HBI Subsidiaries or any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any private letter rulings of the U.S. Internal Revenue Service (“IRS” ) or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither HBI nor any of the HBI Subsidiaries has engaged in any transaction that is classified the same as or substantially similar to one of the types of transactions that the U.S. Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a Subchapter C corporation “listed transaction”, as set forth in Treas. Reg. § 1.6011-4(b)(2). HBI has made available to FNB complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of HBI and the HBI Subsidiaries relating to all taxable periods beginning on and after January 1, 2017, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to HBI or the HBI Subsidiaries. Neither HBI, any of the HBI Subsidiaries nor FNB, as a successor to HBI, will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for U.S. federal tax purposesany 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) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of HBI or any of the HBI Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods or portions thereof ending on or before the Closing Date. Neither HBI nor any of the HBI Subsidiaries has taken any action, or knows of any fact or circumstance, that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means (i) all federal, state, local, and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, licensepayroll, payrollbank shares tax, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value addedinventory, alternative or add-on minimumcapital stock, license, employment, social security, unemployment, excise, stamp, occupation, and estimated taxes, and other taxes, charges, levies or like assessments together with assessments, (ii) all penalties and interest, penalties, fines, additions to tax and interest thereon; or additional amounts imposed by any Governmental Entity in connection with any item described in clause (i), and (Biii) “Tax Return” means any returntransferee liability in respect of any items described in clauses (i) or (ii) payable by reason of contract, declarationassumption, reporttransferee liability, claim for refundoperation of Law, Treas. Reg § 1.1502-6(a) or information return any predecessor or statement relating to Taxes, including successor thereof of any schedule analogous or attachment thereto, and including any amendment thereof, supplied similar provision under Law or required to be supplied to a Governmental Entityotherwise.

Taxes and Tax Returns. (i) Each of the Company IBTX and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company IBTX nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company IBTX and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company IBTX and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company IBTX nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns effect (other than extension or waiver granted in the ordinary course of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service or are Tax Returns with respect to which the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has expiredbusiness). Neither the Company IBTX nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company IBTX and its Subsidiaries or the assets of the Company IBTX and its Subsidiaries. Neither the Company IBTX nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company IBTX and its Subsidiaries). Neither the Company Since January 1, 2013, neither IBTX nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the CompanyIBTX) or (B) has any material liability for the Taxes of any person (other than the Company IBTX or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwiseotherwise (other than pursuant to agreements not primarily related to Taxes and entered into in the ordinary course of business consistent with past practice). Neither the Company IBTX nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company IBTX nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company CenterState and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company CenterState nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company CenterState and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company CenterState and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company CenterState nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company CenterState nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and and, to the knowledge of CenterState, there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company CenterState and its Subsidiaries or the assets of the Company CenterState and its Subsidiaries. CenterState has not entered into any private letter ruling requests, closing agreements or gain recognition agreements with respect to a material amount of Taxes requested or executed in the last three (3) years. Neither the Company CenterState nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company CenterState and its Subsidiaries). Neither the Company CenterState nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the CompanyCenterState) or (B) has any material liability for the Taxes of any person (other than the Company CenterState or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company CenterState nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company CenterState nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments assessments, in each case, in the nature of a Tax and imposed by a Governmental Entity with jurisdiction over Taxes, together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company Sunshine and its Subsidiaries Subsidiary has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Sunshine nor any of its Subsidiaries Subsidiary is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business)Return. All material Taxes of the Company Sunshine and its Subsidiaries (whether or not shown on any Tax Returns) Subsidiary that are due have been fully and timely paid. Each of the Company Sunshine and its Subsidiaries Subsidiary has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company Sunshine nor any of its Subsidiaries Subsidiary has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Sunshine and its Subsidiaries Subsidiary for all years up to and including 2019 December 31, 2012 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection No deficiency with any respect to a material amount of TaxesTaxes has been proposed, and there asserted or assessed, in each case, in writing, against Sunshine or its Subsidiary. There are no pending or threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax Taxes of the Company Sunshine and its Subsidiaries Subsidiary or the assets of the Company Sunshine and its SubsidiariesSubsidiary. In the last six (6) years, neither Sunshine nor its Subsidiary has been informed in writing by any jurisdiction that the jurisdiction believes that Sunshine or its Subsidiary was required to file any Tax Return that was not filed. Sunshine has made available to CenterState true, 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 last six (6) years. There are no Liens for material Taxes (except Taxes not yet due and payable) on any of the assets of Sunshine or its Subsidiary. Neither the Company Sunshine nor any of its Subsidiaries Subsidiary is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Sunshine and its SubsidiariesSubsidiary). Neither the Company Sunshine nor any of its Subsidiaries Subsidiary (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanySunshine) or (Bii) has any material liability for the Taxes of any person (other than the Company Sunshine or any of its SubsidiariesSubsidiary) under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Sunshine nor any of its Subsidiaries Subsidiary has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Sunshine nor any of its Subsidiaries Subsidiary has participated in a “listed transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b4(b)(2). At no time during the past five (5) years has the Company Sunshine been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified Neither Sunshine nor its Subsidiary 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 Subchapter C corporation for U.S. federal tax purposesresult of any (A) change in method of accounting, (B) closing agreement, (C) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign law), (D) installment sale or open transaction disposition made on or prior to the Closing Date, or (E) prepaid amount received on or prior to the Closing Date, in the case of (A), (C), (D) and (E), outside of the ordinary course of business. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, fees, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (a) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company: (i) Each of the Company and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, correct and complete in all material respectscomplete. Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business)Return. All material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years up to and including 2019 December 31, 2017 have been examined by the Internal Revenue Service (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. Neither No deficiency with respect to an amount of Taxes has been proposed, asserted or assessed against the Company nor or any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there Subsidiaries. There are no pending or threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax Taxes of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries. In the last six (6) 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. The Company has made available to Parent true, 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 last six (6) years. There are no Liens for Taxes (except Taxes not yet due and payable) on any of the assets of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal consolidated, combined, unitary or similar income Tax Return (other than a group the common parent of which was the Company or a Subsidiary of the Company) or (B) has any material liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of any state, local or foreign Law), as a transferee or successor, by contract or otherwise. Neither the Company nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 of the Code. Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b4(b)(2). At no time during the past five (5) years has the Company been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Neither the Company is classified nor any 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 Subchapter C corporation for U.S. federal result of any (i) change in method of accounting, (ii) closing agreement, (iii) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law), (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) prepaid amount received on or prior to the Closing Date, or (vi) election by the Company or any of its Subsidiaries under Section 108(i) of the Code (or any similar provision of state, local or foreign Law). None of the net operating losses, foreign tax purposescredits, built-in losses or other tax attributes of the Company and its Subsidiaries are subject to any limitations, reductions or diminutions in value as a result of Sections 382, 383, 384 or the Treasury Regulations promulgated thereunder (or promulgated under Section 1502 of the Code to address the application of such Sections of the Code in the consolidated group context) or any similar provision of state, local or foreign Law. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, fees, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The Except as set forth on Section 3.10(a) of the Company Disclosure Schedule, the federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 2014 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries. The Company has made available to Parent true and 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 (6) years. Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (B) has any material liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of Georgia and the Company and its Georgia Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and it (all such Tax Returns are true, correct, being accurate and complete in all material respects. Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All , has timely paid or withheld all Taxes shown thereon as arising and has duly and timely paid or withheld all material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due and payable or claimed to be due from it by United States federal, state, foreign or local taxing authorities other than Taxes that are being contested in good faith, which have not been finally determined, and have been fully adequately reserved against in accordance with GAAP on Georgia’s most recent consolidated financial statements. Georgia and timely paid. Each of the Company and its Subsidiaries has each Georgia Subsidiary have withheld and paid 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, independent contractor shareholder or other third party. Neither the Company Georgia nor any of its Subsidiaries Georgia Subsidiary has granted any extension or waiver of the limitation period applicable to any material for the assessment or collection of Tax that remains in effect. The United States federal income Tax Returns of Georgia and the Company and its Georgia Subsidiaries have been examined by the IRS for all years to and including 2019 have been examined by the Internal Revenue Service 2007. All assessments for Taxes of Georgia or are Tax Returns any Georgia Subsidiary due with respect to which the applicable period for assessment under applicable Law, after giving effect to extensions completed and settled examinations or waivers, has expiredany concluded litigation have been fully paid. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there There are no threatened in writing or pending disputes, claims, audits, examinations or proceedings pending, or claims asserted, for material Taxes upon Georgia or any Georgia Subsidiary. There are no liens for Taxes (other proceedings regarding than statutory liens for Taxes not yet due and payable) upon any material Tax of the Company and its Subsidiaries or the assets of the Company and its SubsidiariesGeorgia or any Georgia Subsidiary. Neither the Company Georgia nor any of its Subsidiaries Georgia Subsidiary is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Georgia and the Company Georgia Subsidiaries and its Subsidiariescompensation agreements with Tax indemnification provisions that are in the range of ordinary practice for such agreements). Neither the Company Georgia nor any of its Subsidiaries Georgia Subsidiary (A) has been a member of an affiliated group filing a consolidated United States federal income Tax Return (other than a group the common parent of which was the CompanyGeorgia) or (B) has any material liability for the Taxes of any person Person (other than the Company Georgia or any of its SubsidiariesGeorgia Subsidiary) under Treasury Regulation Section 1.1502-6 (or any similar provision of any state, local or foreign Law), or as a transferee or successor, by contract or otherwise. Neither the Company Georgia nor any of its Subsidiaries Georgia Subsidiary has been, within the past two years or otherwise as part of a “plan (2or series of related transactions)” within the meaning of Section 355(e) yearsof 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Georgia nor any Georgia Subsidiary has requested or is the subject of its Subsidiaries or bound by any private letter ruling, technical advice memorandum, or similar ruling or memorandum with any taxing authority with respect to any material Taxes, nor is any such request outstanding. Neither Georgia nor any Georgia Subsidiary has participated in been a party to any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(2). At no time during the past five (5) years Georgia is not and has the Company not been a U.S. “United States real property holding corporation corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company Sterling and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Sterling nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company Sterling and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Sterling and its Subsidiaries has withheld and paid all material Taxes taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company Sterling nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Sterling and its Subsidiaries for all years to and including 2019 2010 have been examined by the Internal Revenue Service IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company Sterling nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Sterling and its Subsidiaries or the assets of the Company Sterling and its Subsidiaries. Sterling has made available to Xxxxxx Valley true and 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. Neither the Company Sterling nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Sterling and its Subsidiaries). Neither the Company Sterling nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanySterling) or (B) has any material liability for the Taxes of any person (other than the Company Sterling or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Sterling nor any of its Subsidiaries has been, within the past two years or otherwise as part of a “plan (2or series of related transactions)” within the meaning of Section 355(e) yearsof 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Sterling nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company Sterling been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company Parent and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, correct and complete in all material respects. Neither the Company Parent nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company Parent and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Parent and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company Parent nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company Parent nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened (in writing writing) or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Parent and its Subsidiaries or the assets of the Company Parent and its Subsidiaries. Neither the Company Parent nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Parent and its Subsidiaries). Neither the Company Parent nor any of its Subsidiaries (Aa) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the CompanyParent) or (Bb) has any material liability for the Taxes of any person (other than the Company Parent or any of its Subsidiaries) under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Parent nor any of its Subsidiaries has been, within the past two (2) years, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Parent nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company Parent been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Camber: (i) Each each of Camber and the Company and its Camber Subsidiaries has duly and timely filed with the appropriate taxing authority (including taking into account all valid applicable extensions) all material Tax Returns required by applicable Law to be filed with respect to each of Camber and the Camber Subsidiaries in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company ; February 2021 - April 2023 – First Amendment to (ii) neither Camber nor any of its Subsidiaries Camber Subsidiary is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course course) nor has Camber nor any Camber Subsidiary been granted any extension or waiver of business). All material the limitation period applicable to any Tax that remains in effect; (iii) all Taxes of Camber and the Company and its Camber Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each paid (taking into account all applicable extensions); (iv) each of Camber and the Company and its Camber Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company party and has complied with all applicable information reporting requirements; (v) neither Camber nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company nor any of its Subsidiaries Camber Subsidiary has received written notice of any Tax assessment or proposed assessment in connection with any material amount of TaxesTax assessment, and there are no threatened in writing or pending disputes, actions, suits, claims, audits, investigations, examinations or other proceedings regarding any material Tax of Camber and the Company and its Camber Subsidiaries or the assets of Camber and the Company and its Camber Subsidiaries. Neither the Company , nor has any claim for additional Tax been asserted in writing by any taxing authority; (vi) since January 1, 2018 2021, no claim has been made in writing by any taxing authority in a jurisdiction where Camber or any Camber Subsidiary has not filed income or franchise Tax Returns that it is or may be subject to income or franchise Tax by such jurisdiction; and (vii) neither Camber nor any of its Subsidiaries Camber Subsidiary is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Camber and the Company and its Camber Subsidiaries). . (b) Neither the Company Camber nor any of its Subsidiaries Camber Subsidiary (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) Camber), or (Bii) has any material liability for the Taxes of any person (other than the Company Camber or any of its SubsidiariesCamber Subsidiary) under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of any state, local or foreign Law), as a transferee or successor, successor or by contract or otherwise. contract. (c) Neither the Company Camber nor any of its Subsidiaries Camber Subsidiary has been, within the past two three (23) years, years a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. . (d) Neither the Company Camber nor any of its Subsidiaries Camber Subsidiary has participated in a “listed transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b4(b)(2). (e) [Intentionally Deleted]. At February 2021 - April 2023 – First Amendment to (f) There is no time during Lien on any of the past five assets or properties of Camber or any Camber Subsidiary as a result of a failure or alleged failure to pay any Tax. (5g) years has Camber and its Subsidiaries are not bound with respect to the Company been a U.S. real property holding corporation current or any future taxable period by any closing agreement (within the meaning of Section 897(c)(27121(a) of the Code. The Company is classified as ) or other written agreement with a Subchapter C corporation for U.S. federal tax purposestaxing authority. (iih) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments (excluding tariffs and duties), together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company CBTX and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company CBTX nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company CBTX and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paidpaid (other than Taxes being contested in good faith by appropriate proceedings and for which reserves have been established in accordance with GAAP). Each of the Company CBTX and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company CBTX nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax or Tax Return that remains in effect. The federal income Tax Returns effect (other than extension or waiver granted in the ordinary course of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. business). (b) Neither the Company CBTX nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax or Tax Return of the Company CBTX and its Subsidiaries or Taxes imposed on the assets of the Company CBTX and its Subsidiaries. Neither the Company CBTX nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (i) exclusively between or among the Company CBTX and its Subsidiaries, or (ii) contained in commercial agreements entered into in the ordinary course of business the primary purpose of which does not relate to Taxes). (c) There are no pending or proposed changes in the income Tax accounting methods (including any method for determining reserves for bad debts) of CBTX or any of its Subsidiaries. Neither CBTX nor any of its Subsidiaries will be required to include any item of income or gain in, or exclude any item of deduction or loss from, taxable income for any taxable period ending after the Company Closing Date as a result of any: (i) adjustment required by a change in method of accounting made prior to the Closing Date; (ii) closing agreement entered into prior to the Closing Date; or (iii) installment sale or open transaction disposition made prior to the Closing Date. (d) Since January 1, 2017, neither CBTX nor any of its Subsidiaries (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the CompanyCBTX) or (Bii) has any material liability for the Taxes of any person (other than the Company CBTX or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, successor or by contract or otherwise. operation of law. (e) Neither the Company CBTX nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company CBTX nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(2). At no time during . (f) Neither CBTX nor any of its Subsidiaries has taken any action or has knowledge of any facts or circumstances that, in either case, would reasonably be expected to prevent or impede the past five (5) years has the Company been Merger from being treated as a U.S. real property holding corporation transaction that qualifies as a “reorganization” within the meaning of Section 897(c)(2368(a) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iig) As used hereinin this Agreement, (Ai) the term “Tax” or “Taxes” means all federal, state, local, and foreign non-U.S. taxes, including income, excise, gross receipts, ad valorem, profits, gains, property, turnover, production, stamp, documentary, goods and services, registration, disability, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, like charges, levies or like assessments that are in the nature of a tax together with all penalties and additions to tax and interest thereon; , and (Bii) term “Tax Return” means any return, declaration, report, form, filing, election, notice, claim for refund, or information return or statement relating to Taxes, including any schedule schedule, statement or attachment thereto, and including any amendment thereof, supplied filed or required to be supplied to filed with a Governmental EntityEntity with respect to Taxes.

Taxes and Tax Returns. (ia) Each of the Company Patriot and its Subsidiaries has duly and timely filed or caused to be filed (including giving effect to all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itany of them, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return . (other than extensions to file Tax Returns obtained in the ordinary course of business). b) All material Taxes of the Company Patriot and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paidpaid or adequate reserves therefor have been made on the Financial Statements and on the Interim Financial Statements. Each of the Company Patriot and its Subsidiaries has withheld and paid to the relevant Governmental Entity on a timely basis all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. person. (c) Neither the Company Patriot nor any of its Subsidiaries has granted any extension or waiver of the any statute of limitation period applicable to any material Tax that remains in effect. The U.S. federal income Tax Returns of the Company Patriot and its Subsidiaries for all years to and including 2019 2010 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. . (d) No claim has been made in writing by any Governmental Entity in a jurisdiction where Patriot or any of its Subsidiaries does not file Tax Returns that Patriot or such subsidiary is or may be subject to taxation by that jurisdiction. (e) There are no Liens for Taxes on any of the assets of Patriot or any of its Subsidiaries other than Liens for Taxes not yet due and payable. (f) Neither the Company Patriot nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations examinations, investigations, or other proceedings regarding any material Tax of the Company Patriot and its Subsidiaries or the assets of the Company Patriot and its Subsidiaries. Subsidiaries which have not been paid, settled or withdrawn or for which adequate reserve have not been established. (g) With respect to any taxable year (or portion thereof) beginning on or after January 1, 2010 and ending on the Closing Date, neither Patriot nor any of its Subsidiaries (i) has made or is required to make any change in accounting methods or (ii) received or sought a private letter ruling, closing agreement or gain recognition agreement with respect to Taxes. (h) Neither Patriot 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 year (or portion thereof) ending after the Company Closing Date as a result of any (i) intercompany transaction or excess loss account described in Treasury regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non- U.S. Tax law), (ii) installment sale or open transaction made on or prior to the Closing Date or (iii) prepaid amount received on or prior to the Closing Date. (i) Neither Patriot nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Patriot and its Subsidiaries). Neither the Company Patriot nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group of which Patriot was the common parent of which was the Companyparent) or (B) has any material liability for the Taxes of any person (other than the Company Patriot or any of its Subsidiaries) under arising from the application of Treasury Regulation regulation Section 1.1502-6 (6, or any similar provision of any Law)state, local or foreign law, as a transferee or successor, by contract or otherwise. . (j) Neither the Company Patriot nor any of its Subsidiaries has beendistributed stock to another Person, within or has its stock distributed by another Person during the past two (2) years, a “distributing corporation” two-year period ending on the date hereof that was intended to be governed in whole or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section part by Sections 355 of the Code. . (k) Neither the Company Patriot nor any of its Subsidiaries has participated engaged in a any “listed reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1). At no time during . (l) Neither Patriot nor any of its Subsidiaries has taken any action, or knows of any fact or circumstance, that could reasonably be expected to prevent the past five (5) years has the Company been Integrated Mergers, taken together, from being treated as an integrated transaction that qualifies as a U.S. real property holding corporation “reorganization” within the meaning of Section 897(c)(2368(a) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iim) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all U.S. federal, state, state and local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, chargesfees assessments or other charges of a similar nature (whether imposed directly or through withholding), levies or like assessments together with all penalties and including any interest, additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment penalties related thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company Brookline and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns (as defined below) in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Brookline nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company Brookline and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. paid except such Taxes, if any, that are being contested in good faith by appropriate proceedings for which adequate accruals have been established in Brookline’s or its applicable Subsidiary’s audited consolidated financial statements in accordance with GAAP. (b) Each of the Company Brookline and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. . (c) Neither the Company Brookline nor any of its Subsidiaries has requested an extension of time within which to file any Tax Return that has not since been filed or granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. . (d) The federal income Tax Returns of the Company Brookline and its Subsidiaries for all years to and including 2019 2020 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. . (e) Neither the Company Brookline nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of TaxesTaxes that has not been fully settled or satisfied, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Brookline and its Subsidiaries or the assets of the Company Brookline and its Subsidiaries. To the knowledge of Brookline, neither Brookline nor any of its Subsidiaries is aware of any claim made by any governmental authority in a jurisdiction where Brookline or any of its Subsidiaries does not file Tax Returns that any such entity is, or may be, subject to taxation by that jurisdiction. (f) Brookline has made available to Berkshire true and complete copies of any private letter ruling requests, closing agreements, audit reports, technical advice memorandum or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. (g) Neither the Company Brookline nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Brookline and its Subsidiaries). . (h) Neither the Company Brookline nor any of its Subsidiaries (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyBrookline) or (Bii) has any material liability for the Taxes of any person (other than the Company Brookline or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract (other than pursuant to contracts entered into in the ordinary course the principal purposes of which is not Taxes) or otherwise. . (i) Neither the Company Brookline nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. . (j) Neither the Company Brookline nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(2). . (k) At no time during the past five (5) years has the Company Brookline been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (l) Each of Brookline and its Subsidiaries currently computes its taxable income using the accrual method of accounting and has used the accrual method of accounting to compute its taxable income for all taxable years ended after December 31, 2020. (m) There have not been, within two years of the date of this Agreement, any (i) redemptions of their shares by Brookline or any of its Subsidiaries, (ii) transfers or dispositions of material property by Brookline or any of its Subsidiaries for which Brookline or any of its Subsidiaries did not receive adequate consideration, or (iii) distributions by Brookline or any of its Subsidiaries with respect to their stock other than distributions of cash in the ordinary course of business. (n) Neither Brookline 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) beginning after the Closing Date, as a result of (i) any change in accounting method made before the Closing under Section 481(c) of the Code (or any similar provision of state, local or foreign law), (ii) “closing agreement” described in Section 7121 of the Code (or any similar provision of state, local or foreign law) entered into prior to the Closing, (iii) installment sale or open transaction disposition or intercompany transaction made on or prior to the Closing, (iv) prepaid amount received on or prior to the Closing, (v) any intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state or local law) existing on or prior to the Closing, or (vi) any similar election, action, or agreement that would have the effect of deferring any liability for Taxes of Brookline or any of its Subsidiaries from any period ending on or before the Closing Date to any period ending after the Closing Date, in each case with respect to clauses (i) through (vi), as a result of any action or transaction occurring prior to the Closing. (o) As used hereinin this Agreement, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, whether disputed or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entitynot.

Taxes and Tax Returns. (ia) Each of the Company PACW and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company PACW nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company PACW and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company PACW and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company PACW nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company PACW and its Subsidiaries for all years to and including 2019 2022 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company PACW nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company PACW and its Subsidiaries or the assets of the Company PACW and its Subsidiaries. Neither the Company PACW nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company PACW and its Subsidiaries). Neither the Company PACW nor any of its Subsidiaries (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyPACW) or (Bii) has any material liability for the Taxes of any person (other than the Company PACW or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Law), as a transferee or successor, by contract or otherwise. Neither the Company PACW nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company PACW nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company PACW been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company Jefferson and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Jefferson nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company Jefferson and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Jefferson and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company Jefferson nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Jefferson and its Subsidiaries for all years to and including 2019 2009 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company Jefferson nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Jefferson and its Subsidiaries or the assets of the Company Jefferson and its Subsidiaries. Jefferson has made available to HomeTrust true and 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. Neither the Company Jefferson nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Jefferson and its Subsidiaries). Neither the Company Jefferson nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyJefferson) or (B) has any material liability for the Taxes of any person or entity (other than the Company Jefferson or any of its Subsidiaries) under U.S. Department of the Treasury (“Treasury”) Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Jefferson nor any of its Subsidiaries has been, within the past two years or otherwise as part of a “plan (2or series of related transactions)” within the meaning of Section 355(e) yearsof 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Jefferson nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company Jefferson been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company TCBI and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company TCBI nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company TCBI and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company TCBI and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company TCBI nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns effect (other than extension or waiver granted in the ordinary course of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service or are Tax Returns with respect to which the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has expiredbusiness). Neither the Company TCBI nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company TCBI and its Subsidiaries or the assets of the Company TCBI and its Subsidiaries. Neither the Company TCBI nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company TCBI and its Subsidiaries). Neither the Company Since January 1, 2013, neither TCBI nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the CompanyTCBI) or (B) has any material liability for the Taxes of any person (other than the Company TCBI or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwiseotherwise (other than pursuant to agreements not primarily related to Taxes and entered into in the ordinary course of business consistent with past practice). Neither the Company TCBI nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company TCBI nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company HomeTrust and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company HomeTrust nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company HomeTrust and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company HomeTrust and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company HomeTrust nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company HomeTrust and its Subsidiaries for all years to and including 2019 2009 have been examined by the Internal Revenue Service IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company HomeTrust nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company HomeTrust and its Subsidiaries or the assets of the Company HomeTrust and its Subsidiaries. HomeTrust has made available to Jefferson true and 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. Neither the Company HomeTrust nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company HomeTrust and its Subsidiaries). Neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (B) has any material liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Law), as a transferee or successor, by contract or otherwise. Neither the Company HomeTrust nor any of its Subsidiaries has been, within the past two years or otherwise as part of a “plan (2or series of related transactions)” within the meaning of Section 355(e) yearsof 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company HomeTrust nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company HomeTrust been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company HTLF and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all income and other material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company HTLF nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company HTLF and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company HTLF and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company HTLF nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company HTLF nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and and, to the knowledge of HTLF, there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company HTLF and its Subsidiaries or the assets of the Company HTLF and its Subsidiaries. Neither HTLF nor any of its Subsidiaries has any deferred payroll Tax Liability under Section 2302 of the Company CARES Act, Internal Revenue Service Notice 2020-65 or any similar or analogous provision of state, local or non-U.S. applicable law or guidance. HTLF has not entered into any private letter ruling requests, closing agreements or gain recognition agreements with respect to a material amount of Taxes requested or executed in the last three (3) years. Neither HTLF nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company HTLF and its SubsidiariesSubsidiaries or agreements or arrangements the principal purpose of which is not Taxes). Neither the Company HTLF nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the CompanyHTLF) or (B) has any material liability for the Taxes of any person (other than the Company HTLF or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company HTLF nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company HTLF nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during Neither HTLF nor any of its Subsidiaries 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 past five Closing Date as a result of any: (5i) years has installment sale or open transaction disposition made prior to the Company been Closing; (ii) prepaid amount or deferred revenue received prior to the Closing outside the ordinary course of business; or (iii) intercompany transaction or excess loss account described in the Treasury Regulations under Section 1502 (or any corresponding or similar provision of state or local applicable Laws) occurring or existing prior to the Closing. Neither HTLF nor any of its Subsidiaries will be required to make any payment after the Closing Date as a U.S. real property holding corporation within the meaning result of an election under Section 897(c)(2965(h) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments assessments, in each case, in the nature of a tax and imposed by a Governmental Entity with jurisdiction over taxes, together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company CrossFirst and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company CrossFirst nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company CrossFirst and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company CrossFirst and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company CrossFirst nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company CrossFirst and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company CrossFirst nor any of its Subsidiaries has received written notice of assessment or a written proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company CrossFirst and its Subsidiaries or the assets of the Company CrossFirst and its Subsidiaries. There are no private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither the Company CrossFirst nor any of its Subsidiaries is a party to or is bound by any Tax sharing, Tax allocation or Tax indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company CrossFirst and its Subsidiaries). Neither the Company CrossFirst nor any of its Subsidiaries (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyCrossFirst) or (Bii) has any material liability for the Taxes of any person (other than the Company CrossFirst or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company CrossFirst nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company CrossFirst nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company CrossFirst been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as There are no Tax Liens upon any property or assets of CrossFirst or any of its Subsidiaries except Liens for current Taxes not yet due and payable that may thereafter be paid without interest or penalty, and Liens for material Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. No material claim has ever been made by any Governmental Entity in a Subchapter C corporation for U.S. federal tax purposesjurisdiction where CrossFirst or any of its Subsidiaries does not file Tax Returns that any such entity is, or may be, subject to taxation by that jurisdiction. (iib) As used hereinin this Agreement, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company Allegiance and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Allegiance nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company Allegiance and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paidpaid (other than Taxes being contested in good faith by appropriate proceedings and for which reserves have been established in accordance with GAAP). Each of the Company Allegiance and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company Allegiance nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax or Tax Return that remains in effect. The federal income Tax Returns effect (other than extension or waiver granted in the ordinary course of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. business). (b) Neither the Company Allegiance nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax or Tax Return of the Company Allegiance and its Subsidiaries or Taxes imposed on the assets of the Company Allegiance and its Subsidiaries. Neither the Company Allegiance nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (i) exclusively between or among the Company Allegiance and its Subsidiaries, or (ii) contained in commercial agreements entered into in the ordinary course of business the primary purpose of which does not relate to Taxes). (c) There are no pending or proposed changes in the income Tax accounting methods (including any method for determining reserves for bad debts) of Allegiance or any of its Subsidiaries. Neither Allegiance nor any of its Subsidiaries will be required to include any item of income or gain in, or exclude any item of deduction or loss from, taxable income for any taxable period ending after the Company Closing Date as a result of any: (i) adjustment required by a change in method of accounting made prior to the Closing Date; (ii) closing agreement entered into prior to the Closing Date; or (iii) installment sale or open transaction disposition made prior to the Closing Date. (d) Since January 1, 2017, neither Allegiance nor any of its Subsidiaries (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the CompanyAllegiance) or (Bii) has any material liability for the Taxes of any person (other than the Company Allegiance or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, successor or by contract or otherwise. operation of law. (e) Neither the Company Allegiance nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Allegiance nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(2). At no time during . (f) Neither Allegiance nor any of its Subsidiaries has taken any action or has knowledge of any facts or circumstances that, in either case, would reasonably be expected to prevent or impede the past five (5) years has the Company been Merger from being treated as a U.S. real property holding corporation transaction that qualifies as a “reorganization” within the meaning of Section 897(c)(2368(a) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company First Horizon and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, correct and complete in all material respects. Neither the Company First Horizon nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company First Horizon and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company First Horizon and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company First Horizon nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns effect (other than extension or waiver granted in the ordinary course of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service or are Tax Returns with respect to which the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has expiredbusiness). Neither the Company First Horizon nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company First Horizon and its Subsidiaries or the assets of the Company First Horizon and its Subsidiaries. Neither the Company First Horizon nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company First Horizon and its Subsidiaries). Neither the Company Since January 1, 2013, neither First Horizon nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the Company) First Horizon), or (B) has any material liability for the Taxes of any person (other than the Company First Horizon or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwiseotherwise (other than pursuant to agreements not primarily related to Taxes and entered into in the ordinary course of business consistent with past practice). Neither the Company First Horizon nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company First Horizon nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company GWB and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all income and other material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company GWB nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company GWB and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company GWB and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company GWB nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company GWB nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and and, to the knowledge of GWB, there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company GWB and its Subsidiaries or the assets of the Company GWB and its Subsidiaries. Neither GWB nor any of its Subsidiaries has any deferred payroll Tax Liability under Section 2302 of the Company CARES Act, Internal Revenue Service Notice 2020-65 or any similar or analogous provision of state, local or non-U.S. applicable law or guidance. GWB has not entered into any private letter ruling requests, closing agreements or gain recognition agreements with respect to a material amount of Taxes requested or executed in the last three (3) years. Neither GWB nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company GWB and its Subsidiaries). Neither the Company GWB nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the CompanyGWB) or (B) has any material liability for the Taxes of any person (other than the Company GWB or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company GWB nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company GWB nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments assessments, in each case, in the nature of a Tax and imposed by a Governmental Entity with jurisdiction over Taxes, together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each Except as set forth in Section 4.13 of the Company Disclosure Schedule: (a) Except where the failure to do so would not have a Material Adverse Effect on the Seller Companies as a whole, the Seller and each of its Subsidiaries has duly and subsidiaries (referred to for purposes of this Section 4.13, collectively, as the "Seller Companies") have, since December 31, 1992, timely filed (including in correct form all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are that were required to be filed by itany of them on or prior to the date hereof (the "Filed Tax Returns"), and have paid all such Tax Returns are true, correct, and complete in all material respects. Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which Taxes shown as being due thereon. (b) No assessment that has not been settled or otherwise resolved has been made with respect to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company and its Subsidiaries (whether or not shown on any the Filed Tax Returns) that , other than such additional Taxes as are due being contested in good faith or which if determined adversely to the Seller Companies would not have been fully and timely paid. Each of a Material Adverse Effect on the Company and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effectSeller Companies as a whole. The federal income Income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 Seller Companies have been examined by the Internal Revenue Service ("IRS") or other taxing authority, as applicable, for all years through 1994 and any liability with respect thereto has been satisfied. There are no material disputes pending or written claims asserted for Taxes or assessments upon any Seller Company, nor has any Seller Company been requested to give any currently effective waivers extending the statutory period of limitation applicable to any Federal, state, county or local income tax return for any period. No deficiency in Taxes or other proposed adjustment that has not been settled or otherwise resolved has been asserted in writing by any taxing authority against any of the Seller Companies, which if determined adversely to the Seller Companies would have a Material Adverse Effect on the Seller Companies as a whole. No material Tax Returns Return of any of the Seller Companies is now under examination by any applicable taxing authority. There are no material liens for Taxes (other than current Taxes not yet due and payable) on any of the assets of any Seller Company, except for such liens for Taxes that would not have a Material Adverse Effect on the Seller Companies as a whole. (c) Adequate provision has been made on the Seller Balance Sheet for all Taxes of the Seller Companies in respect of all periods through the date hereof. (d) Except with respect to which intra-Seller Company agreements made or required under the applicable period for assessment under applicable Lawfederal consolidated tax return regulations, after giving effect to extensions or waivers, has expired. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax none of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries Seller Companies is a party to or is bound by any Tax sharingindemnification, Tax allocation or indemnification Tax sharing agreement with any person or arrangement entity or has any current or potential contractual obligation to indemnify any other person or entity with respect to Taxes. (other than such an agreement e) None of the Seller Companies has filed or arrangement exclusively between been included in a combined, consolidated or among the Company and its Subsidiaries). Neither the Company nor unitary income Tax Return (including any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (Return) other than a group the common parent one of which one of the Seller Companies was the Companyparent. (f) or (B) has any material liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Except as set forth in Section 1.1502-6 (or any similar provision of any Law), as a transferee or successor, by contract or otherwise. Neither the Company nor any of its Subsidiaries has been, within the past two (2) years, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A4.13(f) of the Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 Seller Disclosure Schedule, none of the Code. Neither the Company nor Seller Companies has made any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company payment, is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions obligated to tax and interest thereon; and (B) “Tax Return” means make any return, declaration, report, claim for refundpayment, or information return is a party to any agreement that could obligate it to make any payment that will not be deductible under Code Section 162(m) or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.Code Section 280G.

Taxes and Tax Returns. (i) Each of the Company Rockville and its Subsidiaries has duly and timely filed or caused to be filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Rockville nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company Rockville and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paidpaid other than Taxes being contested in good faith for which adequate reserves have been established on the financial statements of Rockville in accordance with GAAP. Each of the Company Rockville and its Subsidiaries has withheld and paid all material Taxes taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company Rockville nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Rockville and its Subsidiaries for all years prior to and including 2019 2009 have been examined audited by the Internal Revenue Service IRS or are Tax Returns with respect to which closed by the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has expiredstatute of limitations. Neither the Company Rockville nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Rockville and its Subsidiaries or the assets of the Company Rockville and its Subsidiaries. Rockville has made available to United true and 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. Neither the Company Rockville nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Rockville and its Subsidiaries). Neither the Company Rockville nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyRockville) or (B) has any material liability for the Taxes of any person (other than the Company Rockville or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Rockville nor any of its Subsidiaries has been, within the past two years or otherwise as part of a “plan (2or series of related transactions)” within the meaning of Section 355(e) yearsof 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Rockville nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1), or any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(2). At no time during the past five (5) years has the Company Rockville been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company Xxxxxxx and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Xxxxxxx nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company Xxxxxxx and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Xxxxxxx and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company Xxxxxxx nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Xxxxxxx and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company Xxxxxxx nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Xxxxxxx and its Subsidiaries or the assets of the Company Xxxxxxx and its Subsidiaries. Xxxxxxx has made available to Sterling true and 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 (6) years. Neither the Company Xxxxxxx nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Xxxxxxx and its Subsidiaries). Neither the Company Xxxxxxx nor any of its Subsidiaries (Aa) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyXxxxxxx) or (Bb) has any material liability for the Taxes of any person (other than the Company Xxxxxxx or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Xxxxxxx nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Xxxxxxx nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company Xxxxxxx been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company MB and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company MB nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company MB and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company MB and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company MB nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company MB and its Subsidiaries for all years to and including 2019 2009 have been examined by the Internal Revenue Service IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company MB nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company MB and its Subsidiaries or the assets of the Company MB and its Subsidiaries. MB has made available to TCG true and 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. Neither the Company MB nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company MB and its Subsidiaries). Neither the Company MB nor any of its Subsidiaries (Aa) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (B) has any material liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Law), as a transferee or successor, by contract or otherwise. Neither the Company nor any of its Subsidiaries has been, within the past two (2) years, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.an

Taxes and Tax Returns. (i) Each of the Company HRB and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company HRB nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company HRB and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company HRB and its Subsidiaries has withheld and paid all material Taxes taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company HRB nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company HRB and its Subsidiaries for all years to and including 2019 2008 have been examined by the Internal Revenue Service IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company HRB nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company HRB and its Subsidiaries or the assets of the Company HRB and its Subsidiaries. HRB has made available to Xenith true and 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 (6) years. Neither the Company HRB nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company HRB and its Subsidiaries). Neither the Company HRB nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyHRB) or (B) has any material liability for the Taxes of any person (other than the Company HRB or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company HRB nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company HRB nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company HRB been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company Parent and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, correct and complete in all material respects. Neither the Company Parent nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company Parent and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Parent and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company Parent nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Parent and its Subsidiaries for all years to and including 2019 2017 have been examined by the Internal Revenue Service IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company Parent nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened (in writing writing) or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Parent and its Subsidiaries or the assets of the Company Parent and its Subsidiaries. Neither Parent has made available to the Company true and 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 (6) years. Neither Parent nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Parent and its Subsidiaries). Neither the Company Parent nor any of its Subsidiaries (Aa) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the CompanyParent) or (Bb) has any material liability for the Taxes of any person (other than the Company Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Parent nor any of its Subsidiaries has been, within the past two (2) years, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Parent nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company Parent been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company UMB and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all income and other material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company UMB nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company UMB and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company UMB and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company UMB nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company UMB nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and and, to the knowledge of UMB, there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company UMB and its Subsidiaries or the assets of the Company UMB and its Subsidiaries. Neither UMB nor any of its Subsidiaries has any deferred payroll Tax Liability under Section 2302 of the Company CARES Act, Internal Revenue Service Notice 2020-65 or any similar or analogous provision of state, local or non-U.S. applicable law or guidance. UMB has not entered into any private letter ruling requests, closing agreements or gain recognition agreements with respect to a material amount of Taxes requested or executed in the last three (3) years. Neither UMB nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company UMB and its SubsidiariesSubsidiaries or agreements or arrangements the principal purpose of which is not Taxes). Neither the Company UMB nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the CompanyUMB) or (B) has any material liability for the Taxes of any person (other than the Company UMB or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company UMB nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company UMB nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during Neither UMB nor any of its Subsidiaries 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 past five Closing Date as a result of any: (5i) years has installment sale or open transaction disposition made prior to the Company been Closing; (ii) prepaid amount or deferred revenue received prior to the Closing outside the ordinary course of business; or (iii) intercompany transaction or excess loss account described in the Treasury Regulations under Section 1502 (or any corresponding or similar provision of state or local applicable Laws) occurring or existing prior to the Closing. Neither UMB nor any of its Subsidiaries will be required to make any payment after the Closing Date as a U.S. real property holding corporation within the meaning result of an election under Section 897(c)(2965(h) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company NYCB and its NYCB Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, true and complete in all material respects. Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company NYCB and its NYCB Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company NYCB and its NYCB Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company NYCB nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company nor any of its NYCB Subsidiaries has received any written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company NYCB and its NYCB Subsidiaries or the assets of the Company NYCB and its NYCB Subsidiaries. Neither the Company NYCB nor any of its the NYCB Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among NYCB and NYCB Subsidiaries and other than customary provisions contained in commercial arrangements the Company primary subject of which is not Taxes and its Subsidiarieswhich effect is not material). Neither the Company NYCB nor any of its the NYCB Subsidiaries (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the Company) NYCB), or (Bii) has any material liability for the Taxes of any person (other than the Company NYCB or any of its the NYCB Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwiseotherwise (other than pursuant to agreements not primarily related to Taxes and entered into in the ordinary course of business consistent with past practice). Neither the Company NYCB nor any of its the NYCB Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company NYCB nor any of its the NYCB Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company FTC and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material federal, state, foreign and local information returns and Tax Returns in all jurisdictions in which Tax Returns are required to be filed by itit and has timely paid all Taxes that are due or claimed to be due from it by federal, state, foreign or local taxing authorities, other than Taxes or other governmental charges that (i) are not yet due and payable, (ii) are being contested in good faith and are set forth on Section 4.10 of the FTC Disclosure Schedule, or (iii) have not been finally determined, and all in each case these Taxes and other governmental charges have been adequately reserved against under GAAP (including for the Taxes not yet due and payable), as to which the failure to file, pay or make provision for would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on FTC. All such Tax Returns are true, correct, accurate and complete in all material respects. Neither the Company nor No written claim has been made by any Governmental Entity in any jurisdiction where FTC or any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to does not file Tax Returns obtained that it is, or may be, subject to Tax in the ordinary course of business). All material Taxes of the Company and its Subsidiaries (whether or that jurisdiction that has not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effectresolved. The federal income Tax Returns of the Company FTC and its Subsidiaries for all years taxable periods ended on or prior to and including 2019 have been examined by December 31, 2017, are closed to examination due to the Internal Revenue Service or are Tax Returns with respect to which expiration of the applicable period statute of limitations. (b) There are no material audits, examinations, assessments, litigation, proposed adjustments, matters in controversy or other disputes pending, or threatened or asserted in writing, or to the knowledge of FTC, otherwise asserted, for assessment under applicable Law, after giving effect to extensions Taxes or waivers, has expired. Neither the Company nor assessments upon FTC or any of its Subsidiaries Subsidiaries, other than as set forth on Section 4.10 of the FTC Disclosure Schedule (for which FTC has received written notice of assessment or proposed assessment in connection with any material amount of Taxesreserves that are adequate under GAAP). (c) Except as has not had, and there are no threatened in writing or pending disputeswould not reasonably be expected to have, claims, audits, examinations or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries. a Material Adverse Effect on FTC: (i) Neither the Company FTC nor any of its Subsidiaries is a party to or is bound by any any, written or unwritten, Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company FTC and its Subsidiaries, or that was entered into with customers, vendors, lessors or the like in the ordinary course of business). Neither . (ii) Within the Company nor any of its Subsidiaries past five (A5) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (B) has any material liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Law)years, as a transferee or successor, by contract or otherwise. Neither the Company neither FTC nor any of its Subsidiaries has been, within the past two (2) years, been a “distributing corporation” or a “controlled corporation” (within the meaning of in a distribution intended to qualify under Section 355(a)(1)(A355(a) of the Internal Revenue Code of 1986 Code. (the “Code”)iii) in a distribution of stock intending to qualify for tax-free treatment under Except as set forth on Section 355 4.10 of the Code. Neither the Company FTC Disclosure Schedule, neither FTC nor any of its Subsidiaries has ever been a member of a consolidated, combined, or unitary Tax group (other than a group of which FTC is or was the common parent) or has any liability for Taxes of any person (other than FTC or any of its Subsidiaries) arising from the application of Treasury Regulations Section 1.1502-6 or any analogous provision of state, local or foreign law, or as a transferee or successor. {JX489484.11} PD.35183901.7 (iv) Neither FTC nor any of its Subsidiaries will be required to include in a taxable period ending after the Effective Time taxable income attributable to (i) a change in method of accounting pursuant to Section 481 of the Code (or any similar provision of state, local or foreign law) prior to the Effective Time, (ii) an installment sale or open transaction disposition made on or entered into prior to the Effective Time, (iii) a prepaid amount received on or prior to the Closing Date, (iv) a “closing agreement” within the meaning of Section 7121(a) of the Code (or any similar provision of state, local or foreign law) or (v) an election pursuant to Section 108(i) of the Code (or any similar provision of state, local or foreign law). (d) All Taxes required to be withheld, collected or deposited by or with respect to FTC or any of its Subsidiaries have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant taxing authority (including with respect to any employee or independent contractor), except for failures to so withhold, collect or deposit that are immaterial, individually and in the aggregate. (e) Neither FTC nor any of its Subsidiaries has (i) 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 of, any Tax, which waiver or extension has not since expired, or (ii) requested any extension of time within which to file any Tax Return which Tax Return has not since been filed, (iii) has applied with the IRS for a change in accounting method (nor does FTC or any of its Subsidiaries have any knowledge that the IRS has proposed any such change of accounting method), as contemplated by Section 481 of the Code, (iv) participated in a any “listed transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b4(b)(2). At no time during the past five . (5f) years has the Company been Neither FTC nor any of its Subsidiaries is a partner or a member of any partnership, joint venture or any other arrangement that could be classified as a partnership for U.S. real property holding corporation federal income tax purposes. (g) FTC and its Subsidiaries have disclosed on their income Tax Returns all positions taken therein that could reasonably be expected to give rise to a substantial understatement of Tax within the meaning of Section 897(c)(2) 6662 of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iih) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim No Liens for refundTaxes exist upon, or information return with respect to, any of the assets or statement relating to Taxesproperties of FTC or any of its Subsidiaries, including any schedule or attachment thereto, except for Liens for Taxes not yet due and including any amendment thereof, supplied or required to be supplied to a Governmental Entitypayable.

Taxes and Tax Returns. (ia) Each of the Company Susquehanna and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Susquehanna nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business)Return. All material Taxes of the Company Susquehanna and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Susquehanna and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company Susquehanna nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Susquehanna and its Subsidiaries for all years up to and including 2019 December 31, 2010 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company nor No deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against Susquehanna or any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there Subsidiaries. There are no pending or threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax Taxes of the Company Susquehanna and its Subsidiaries or the assets of the Company Susquehanna and its Subsidiaries. In the last six years, neither Susquehanna nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that Susquehanna or any of its Subsidiaries was required to file any Tax Return that was not filed. Susquehanna has made available to Parent true, 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 last six years. There are no Liens for material Taxes (except Taxes not yet due and payable) on any of the assets of Susquehanna or any of its Subsidiaries. Neither the Company Susquehanna nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Susquehanna and its Subsidiaries). Neither the Company Susquehanna nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanySusquehanna) or (B) has any material liability for the Taxes of any person (other than the Company Susquehanna or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Susquehanna nor any of its Subsidiaries has been, within the past two years or otherwise as part of a “plan (2or series of related transactions)” within the meaning of Section 355(e) yearsof 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Susquehanna nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b4(b)(2). At no time during the past five (5) years has the Company Susquehanna been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified Neither Susquehanna nor any 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 Subchapter C corporation for U.S. federal tax purposesresult of any (i) change in method of accounting, (ii) closing agreement, (iii) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign law), (iv) installment sale or open transaction disposition made on or prior to the Closing Date, or (v) prepaid amount received on or prior to the Closing Date, in the case of (i), (iii), (iv) and (v), outside of the ordinary course of business. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, fees, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company Umpqua and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Umpqua nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company Umpqua and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Umpqua and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company Umpqua nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Umpqua and its Subsidiaries for all years to and including 2019 2020 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company Umpqua nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Umpqua and its Subsidiaries or the assets of the Company Umpqua and its Subsidiaries. Umpqua has made available to Columbia true and 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 (6) years. Neither the Company Umpqua nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Umpqua and its Subsidiaries). Neither the Company Umpqua nor any of its Subsidiaries (Aa) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyUmpqua) or (Bb) has any material liability for the Taxes of any person (other than the Company Umpqua or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Umpqua nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Umpqua nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company Umpqua been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company Home and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are that were required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Home nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company Home and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paidpaid other than Taxes that have been reserved or accrued on the balance sheet of Home or its Subsidiaries or which Home and/or its Subsidiaries is contesting in good faith. Each of the Company Home and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company Home nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Home and its Subsidiaries for all years to and including 2019 2008 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company Home nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Home and its Subsidiaries or the assets of the Company Home and its Subsidiaries. Home has made available to Banner true and 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 (6) years. Neither the Company Home nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Home and its Subsidiaries). Neither the Company Home nor any of its Subsidiaries (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyHome) or (Bii) has any material liability for the Taxes of any person (other than the Company Home or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Home nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Home nor any of its Subsidiaries has participated in a listed transaction within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (or any predecessor provision), and neither Home nor any of its Subsidiaries has been notified of, or to the knowledge of Home or its Subsidiaries has participated in, a transaction that is described as a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company Home been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified There are no Liens for Taxes upon the assets of Home or any of its Subsidiaries other than Liens for current Taxes not yet due and payable. As of the date hereof, neither Home nor its Subsidiaries has knowledge of any conditions which exist or which may fail to exist that might prevent or impede the Merger from qualifying as a Subchapter C corporation reorganization within the meaning of Section 368(a) of the Code. No claim has ever been made by any Governmental Entity in a jurisdiction where Home or a Home Subsidiary does not file Tax Returns that Home or such Subsidiary is or may be subject to taxation by that jurisdiction. Neither Home nor any of its Subsidiaries has filed an election under Section 338(g) or 338(h)(10) of the Code. Neither Home nor any of its Subsidiaries has agreed, nor is it required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise that will affect its liability for U.S. federal tax purposesTaxes. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company AUB and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all income and other material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company AUB nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company AUB and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company AUB and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company AUB nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company AUB nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and and, to the knowledge of AUB, there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company AUB and its Subsidiaries or the assets of the Company AUB and its Subsidiaries. AUB has not entered into any private letter ruling requests, closing agreements or gain recognition agreements with respect to a material amount of Taxes requested or executed in the last three (3) years. Neither the Company AUB nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company AUB and its SubsidiariesSubsidiaries or agreements or arrangements the principal purpose of which is not Taxes). Neither the Company AUB nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the CompanyAUB) or (B) has any material liability for the Taxes of any person (other than the Company AUB or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company AUB nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company AUB nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during Neither AUB nor any of its Subsidiaries 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 past five Closing Date as a result of any: (5i) years has installment sale or open transaction disposition made prior to the Company been Closing; (ii) prepaid amount or deferred revenue received prior to the Closing outside the ordinary course of business; or (iii) excess loss account described in the Treasury Regulations under Section 1502 (or any corresponding or similar provision of state or local applicable Laws) occurring or existing prior to the Closing. Neither AUB nor any of its Subsidiaries will be required to make any payment after the Closing Date as a U.S. real property holding corporation within the meaning result of an election under Section 897(c)(2965(h) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company TCF and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, correct and complete in all material respects. Neither the Company TCF nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company TCF and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company TCF and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company TCF nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The Except as set forth on Section 3.10(a) of the TCF Disclosure Schedule, the federal income Tax Returns of the Company TCF and its Subsidiaries for all years to and including 2019 2017 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company TCF nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened (in writing writing) or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company TCF and its Subsidiaries or the assets of the Company TCF and its Subsidiaries. TCF has made available to Chemical true and 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 (6) years. Neither the Company TCF nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company TCF and its Subsidiaries). Neither the Company TCF nor any of its Subsidiaries (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the CompanyTCF) or (Bii) has any material liability for the Taxes of any person (other than the Company TCF or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company TCF nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company TCF nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company TCF been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company IBKC and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, correct and complete in all material respects. Neither the Company IBKC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company IBKC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company IBKC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company IBKC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns effect (other than extension or waiver granted in the ordinary course of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service or are Tax Returns with respect to which the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has expiredbusiness). Neither the Company IBKC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company IBKC and its Subsidiaries or the assets of the Company IBKC and its Subsidiaries. Neither the Company IBKC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company IBKC and its Subsidiaries). Neither the Company Since January 1, 2013, neither IBKC nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the Company) IBKC), or (B) has any material liability for the Taxes of any person (other than the Company IBKC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwiseotherwise (other than pursuant to agreements not primarily related to Taxes and entered into in the ordinary course of business consistent with past practice). Neither the Company IBKC nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company IBKC nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company Chemical and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, correct and complete in all material respects. Neither the Company Chemical nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company Chemical and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Chemical and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company Chemical nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The Except as set forth on Section 4.10(a) of the Chemical Disclosure Schedule, the federal income Tax Returns of the Company Chemical and its Subsidiaries for all years to and including 2019 2017 have been examined by the Internal Revenue Service IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company Chemical nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened (in writing writing) or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Chemical and its Subsidiaries or the assets of the Company Chemical and its Subsidiaries. Chemical has made available to TCF true and 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 (6) years. Neither the Company Chemical nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Chemical and its Subsidiaries). Neither the Company Chemical nor any of its Subsidiaries (Aa) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the CompanyChemical) or (Bb) has any material liability for the Taxes of any person (other than the Company Chemical or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Chemical nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Chemical nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company Chemical been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company HopFed and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company HopFed nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company HopFed and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company HopFed and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company HopFed nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The Except as set forth on Section 3.10(a) of the HopFed Disclosure Schedule, the federal income Tax Returns of the Company HopFed and its Subsidiaries for all years to and including 2019 2014 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company HopFed nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company HopFed and its Subsidiaries or the assets of the Company HopFed and its Subsidiaries. HopFed has made available to First Financial true and 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 (6) years. Neither the Company HopFed nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company HopFed and its Subsidiaries). Neither the Company HopFed nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyHopFed) or (B) has any material liability for the Taxes of any person (other than the Company HopFed or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company HopFed nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company HopFed nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company HopFed been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company Wxxxxxx and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Wxxxxxx nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company Wxxxxxx and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Wxxxxxx and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company Wxxxxxx nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Wxxxxxx and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company Wxxxxxx nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Wxxxxxx and its Subsidiaries or the assets of the Company Wxxxxxx and its Subsidiaries. Wxxxxxx has made available to Sterling true and 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 (6) years. Neither the Company Wxxxxxx nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Wxxxxxx and its Subsidiaries). Neither the Company Wxxxxxx nor any of its Subsidiaries (Aa) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyWxxxxxx) or (Bb) has any material liability for the Taxes of any person (other than the Company Wxxxxxx or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Wxxxxxx nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Wxxxxxx nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company Wxxxxxx been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company Banner and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are that were required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Banner nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company Banner and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paidpaid other than Taxes that have been reserved or accrued on the balance sheet of Banner or its Subsidiaries or which Banner and/or its Subsidiaries is contesting in good faith. Each of the Company Banner and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company Banner nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Banner and its Subsidiaries for all years to and including 2019 2007 have been examined by the Internal Revenue Service IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company Banner nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Banner and its Subsidiaries or the assets of the Company Banner and its Subsidiaries. Banner has made available to Home true and 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 (6) years. Neither the Company Banner nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Banner and its Subsidiaries). Neither the Company Banner nor any of its Subsidiaries (Aa) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyBanner) or (Bb) has any material liability for the Taxes of any person (other than the Company Banner or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Banner nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Banner nor any of its Subsidiaries has participated in a listed transaction within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (or any predecessor provision) and neither Banner nor any of its Subsidiaries has been notified of, or to the knowledge of Banner or its Subsidiaries has participated in, a transaction that is described as a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company Banner been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified There are no Liens for Taxes upon the assets of Banner or any of its Subsidiaries other than Liens for current Taxes not yet due and payable. As of the date hereof, neither Banner nor its Subsidiaries has knowledge of any conditions which exist or which may fail to exist that might prevent or impede the Merger from qualifying as a Subchapter C corporation reorganization within the meaning of Section 368(a) of the Code. No claim has ever been made by any Governmental Entity in a jurisdiction where Banner or a Banner Subsidiary does not file Tax Returns that Banner or such Subsidiary is or may be subject to taxation by that jurisdiction. Neither Banner nor any of its Subsidiaries has filed an election under Section 338(g) or 338(h)(10) of the Code. Neither Banner nor any of its Subsidiaries has agreed, nor is it required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise that will affect its liability for U.S. federal tax purposesTaxes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent: (ia) Each of the Company Parent and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respectscomplete. Neither the Company Parent nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business)Return. All material Taxes of the Company Parent and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Parent and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company Parent nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Parent and its Subsidiaries for all years up to and including 2019 December 31, 2017 have been examined by the Internal Revenue Service 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. Neither the Company nor No deficiency with respect to an amount of Taxes has been proposed, asserted or assessed against Parent or any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there Subsidiaries. There are no pending or threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax Taxes of the Company Parent and its Subsidiaries or the assets of the Company Parent and its Subsidiaries. Neither In the last six (6) years, neither Parent nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that Parent or any of its Subsidiaries was required to file any Tax Return that was not filed. Parent has made available to the Company true, 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 last six (6) years. There are no Liens for Taxes (except Taxes not yet due and payable) on any of the assets of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Parent and its Subsidiaries). Neither the Company Parent nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal consolidated, combined, unitary or similar income Tax Return (other than a group the common parent of which was the Company) or (B) has any material liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Law), as a transferee or successor, by contract or otherwise. Neither the Company nor any of its Subsidiaries has been, within the past two (2) years, a “distributing corporation” Parent or a “controlled corporation” (within the meaning Subsidiary of Section 355(a)(1)(AParent) of the Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.or

Taxes and Tax Returns. (i) Each of the Company Parent and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Parent nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company Parent and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Parent and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company Parent nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Parent and its Subsidiaries for all years to and including 2019 2011 have been examined by the Internal Revenue Service IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company Parent nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Parent and its Subsidiaries or the assets of the Company Parent and its Subsidiaries. Neither Parent has made available to the Company true and 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 (6) years. Neither Parent nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Parent and its Subsidiaries). Neither the Company Parent nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyParent) or (B) has any material liability for the Taxes of any person (other than the Company Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Parent nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Parent nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company Parent been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company FirstMerit and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company FirstMerit nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business)Return. All material Taxes of the Company FirstMerit and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company FirstMerit and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company FirstMerit nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company FirstMerit and its Subsidiaries for all years up to and including 2019 December 31, 2011 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company nor No deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against FirstMerit or any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there Subsidiaries. There are no pending or threatened (in writing or pending writing) disputes, claims, audits, examinations or other proceedings regarding any material Tax Taxes of the Company FirstMerit and its Subsidiaries or the assets of the Company FirstMerit and its Subsidiaries. In the last six years, neither FirstMerit nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that FirstMerit or any of its Subsidiaries was required to file any Tax Return that was not filed. FirstMerit has made available to Huntington true, 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 last six years. There are no Liens for material Taxes (except Taxes not yet due and payable) on any of the assets of FirstMerit or any of its Subsidiaries. Neither the Company FirstMerit nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company FirstMerit and its Subsidiaries). Neither the Company FirstMerit nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyFirstMerit) or (B) has any material liability for the Taxes of any person (other than the Company FirstMerit or any of its Subsidiaries) under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company FirstMerit nor any of its Subsidiaries has been, within the past two years or otherwise as part of a “plan (2or series of related transactions)” within the meaning of Section 355(e) yearsof 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 of the Code. Neither the Company FirstMerit nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company FirstMerit been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, fees, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company First Financial and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company First Financial nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company First Financial and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company First Financial and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company First Financial nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The Except as set forth on Section 4.10(a) of the First Financial Disclosure Schedule, the federal income Tax Returns of the Company First Financial and its Subsidiaries for all years to and including 2019 2014 have been examined by the Internal Revenue Service IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company First Financial nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company First Financial and its Subsidiaries or the assets of the Company First Financial and its Subsidiaries. First Financial has made available to HopFed true and 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 (6) years. Neither the Company First Financial nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company First Financial and its Subsidiaries). Neither the Company First Financial nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyFirst Financial) or (B) has any material liability for the Taxes of any person (other than the Company First Financial or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company First Financial nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company First Financial nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company First Financial been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company Parent and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither No written claim has ever been made by an authority in a jurisdiction where the Company nor Parent or any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to does not file Tax Returns obtained in the ordinary course of business)that it is or may be subject to taxation by that jurisdiction for which a material tax would be expected to be due. All material Taxes of the Company Parent and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Parent and its Subsidiaries has withheld and paid all material Taxes taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Parent and its Subsidiaries for all years to and including 2019 2013 have been examined by the Internal Revenue Service IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company Parent nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of TaxesTaxes in the three (3) years period prior to the date of this Agreement or which has not otherwise been fully resolved, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Parent and its Subsidiaries or the assets of the Company Parent and its Subsidiaries. Neither There are no Liens for material Taxes (except Taxes not yet due and payable) on any of the assets of Parent or any of its Subsidiaries. Parent has made available to the Company true and 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 (6) years. Neither Parent nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Parent and its Subsidiaries). Neither the Company Parent nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyParent) or (B) has any material liability for the Taxes of any person (other than the Company Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Parent nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Parent nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(2). Neither Parent nor any of its Subsidiaries will be required, as a result of any change in accounting method for a Tax period beginning on or before the Closing Date, to include any material adjustment under Section 481(c) of the Code (or any similar provision of state, local, or foreign Law) in taxable income for any taxable period beginning on or after the Closing Date. At no time during the past five (5) years has the Company Parent been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company Purchaser and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Purchaser nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course course). Neither Purchaser nor any of business)its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. All material Taxes of the Company Purchaser and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Purchaser and its Subsidiaries has withheld and paid all material Taxes taxes (determined both individually and in the aggregate) required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company nor any of its Subsidiaries party and has granted any extension or waiver of the limitation period applicable complied with all information reporting regimes relating to any Taxes in all material Tax that remains in effectrespects. The federal income Tax Returns of the Company Purchaser and its Subsidiaries for all years to and including 2019 2013 have been examined by the Internal Revenue Service IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company Purchaser nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Purchaser and its Subsidiaries or the assets of the Company Purchaser and its Subsidiaries. Neither There are no Liens for material Taxes (except Taxes not yet due and payable) on any of the assets of the Company or any of its Subsidiaries. Neither Purchaser nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Purchaser and its Subsidiaries). Neither the Company Purchaser nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyPurchaser) or (B) has any material liability for the Taxes of any person (other than the Company Purchaser or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Purchaser nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Purchaser nor any of its Subsidiaries has participated in or has been a material advisor with respect to a “listed transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(2). At no time during the past five (5) years has the Company Purchaser been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of Seller and the Company and its Subsidiaries Seller Bank has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be have been filed by it, and it on or prior to the date hereof (all such Tax Returns are true, correct, being accurate and complete in all material respects) and has duly paid or made provisions for the payment of all Taxes which have been incurred or are due or claimed to be due from it by any taxing authority on or prior to the date of this Agreement other than (a) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 3.10 of the Seller Disclosure Schedule, or (b) Tax Returns or Taxes as to which the failure to file, pay or make provision for will not, individually or in the aggregate, have a Material Adverse Effect on Seller. There is no audit examination, deficiency assessment, tax investigation or refund litigation with respect to Taxes of Seller or the Seller Bank, and no claim has been made by any authority in a jurisdiction where Seller or the Seller Bank does not file Tax Returns that Seller or the Seller Bank is subject to taxation in such jurisdiction. Neither Seller nor the Company nor any of its Subsidiaries is the beneficiary Seller Bank has executed an extension or waiver of any extension statute of time within which to file limitations on the assessment or collection of any material Tax Return (other than extensions to file Tax Returns obtained that is currently in the ordinary course of business). All material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paideffect. Each of Seller and the Company and its Subsidiaries Seller Bank has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, independent contractor stockholder or other third party. Neither , and each of Seller and the Company nor Seller Bank has timely complied with all applicable information reporting requirements under Part III, Subchapter A or Chapter 61 of the Code, and similar applicable state and local information reporting requirements. (ii) Section 3.10 of the Seller Disclosure Schedule lists all federal, state, local and foreign income Tax Returns filed with respect to any of its Subsidiaries has granted any extension the Seller and the Seller Bank for taxable periods ended on or waiver after December 31, 1996, indicates those Tax Returns that have been audited, and indicates those Tax Returns that are currently the subject of the limitation period applicable to any material Tax that remains in effectaudit. The Seller has made available to the Buyer correct and complete copies of all federal income Tax Returns Returns, examination reports, and statements of deficiencies assessed against or agreed to by any of the Company Seller and its Subsidiaries the Seller Bank since December 31, 1996. (iii) There are no material liens for all years to Taxes (other than current Taxes not yet due and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company nor payable) on any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of Seller or Seller Bank. (iv) None of the Company and its Subsidiaries. Neither Seller or the Company nor any of its Subsidiaries Seller Bank (a) is a party to or is bound by any Tax sharingindemnification, Tax allocation or indemnification Tax sharing agreement with any person or arrangement entity or has any current or potential contractual obligation to indemnify any other person or entity with respect to Taxes, (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (Ab) has been a member of an a consolidated, combined or affiliated group filing a consolidated federal income Tax Return of corporations (other than a group the common parent of which was is the CompanySeller) or (Bc) has any material liability for the Taxes of any person or entity (other than the Company Seller or any of its Subsidiaries) under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of any Law)state, local or foreign law, as a transferee or successor, by contract or otherwise. Neither the Company nor any of its Subsidiaries has been, within the past two (2) years, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iiv) As used hereinExcept as set forth in Section 3.10 of the Seller Disclosure Schedule, (A) “Tax” or “Taxes” means all federalneither Seller nor the Seller Bank has made any payment, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions is obligated to tax and interest thereon; and (B) “Tax Return” means make any return, declaration, report, claim for refundpayment, or information return is a party to any agreement that could obligate it to make any payment that will not be deductible under Code Section 162(m) or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied Code Section 280G. (vi) Neither Seller nor the Seller Bank has been a party to a Governmental Entitytransaction described in Code Section 355(c)(1) (or which would have been described in Code Section 355(c)(1) but for the application of Code Section 355(e)) within two years immediately preceding the date hereof.

Taxes and Tax Returns. (i) Each of the Company BB&T and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company BB&T nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company BB&T and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company BB&T and its Subsidiaries has withheld and paid all material Taxes taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company BB&T nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company BB&T nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company BB&T and its Subsidiaries or the assets of the Company BB&T and its Subsidiaries. Neither the Company BB&T nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company BB&T and its Subsidiaries). Neither the Company BB&T nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the CompanyBB&T) or (B) has any material liability for the Taxes of any person (other than the Company BB&T or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company BB&T nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company BB&T nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company BB&T been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. To the knowledge of Seller and except as set forth in Section 4.15 of the Seller Disclosure Schedules: (ia) Each of the Company Seller, the Seller's Bank and its the Seller's Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are that it was required to be filed by it, and all file. All such Tax Returns are true, correct, were correct and complete in all material respects. Neither All Taxes owed by Seller, the Company nor Seller's Bank and the Seller's Subsidiaries (whether or not shown on any Tax Return) have been paid. None of its the Seller, the Seller's Bank or the Seller's Subsidiaries currently is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to Return. No claim has ever been made by an authority in a jurisdiction where the Seller, the Seller's Bank or the Seller's Subsidiaries do not file Tax Returns obtained in the ordinary course of business)that it is or may be subject to taxation by that jurisdiction. All material Taxes There are no Security Interests on any of the Company and its assets of the Seller, the Seller's Bank or the Seller's Subsidiaries that arose in connection with any failure (whether or not shown on alleged failure) to pay any Tax ReturnsTax. (b) that are due have been fully and timely paid. Each of the Company Seller, the Seller's Bank and its the Seller's Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing or credited to the account of any customer, employee, independent contractor, creditor, stockholder, independent contractor or other third party. (c) No director or officer (or employee responsible for Tax matters) of the Seller, the Seller's Bank or the Seller's Subsidiaries expects any authority to assess any additional material Taxes for any period for which Tax Returns have been filed. Neither There is no dispute or claim concerning any Tax Liability of the Company nor Seller, the Seller's Bank or the Seller's Subsidiaries either (A) claimed or raised by any authority in writing or (B) as to which any of its the directors and officers (and employees responsible for Tax matters) of the Seller, the Seller's Bank or the Seller's Subsidiaries has granted knowledge based upon personal contact with any extension or waiver agent of such authority. Section 4.15(c) of the limitation period applicable Seller Disclosure Schedule lists all federal, state, local, and foreign income Tax Returns filed with respect to any material the Seller, the Seller's Bank or the Seller's Subsidiaries for taxable periods ending on or after December 31, 1992, indicates those income Tax Returns that remains in effecthave been audited, and indicates those income Tax Returns that currently are the subject of audit. The Seller has delivered to the Buyer correct and complete copies of all federal income Tax Returns Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Seller, the Seller's Bank or the Seller's Subsidiaries since December 31, 1992. (d) None of the Company and its Subsidiaries for all years Seller, the Seller's Bank or any Subsidiary has waived any statute of limitations in respect of Taxes or agreed to and including 2019 have been examined any extension of time with respect to a Tax assessment or deficiency. (e) None of the Seller, the Seller's Bank or any Seller's Subsidiary has filed a consent under Section 341(f) of the Code, concerning collapsible corporations. No property of the Seller, the Seller's Bank or any Seller's Subsidiary is property that the Seller, the Seller's Bank or any Subsidiary is or will be required to be treated as being owned by another person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Service Code of 1954 (as in effect prior to the Tax Reform Act of 1986) or are Tax Returns with respect to which is "tax-exempt use property" within the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has expiredmeaning of Code Section 168(h). Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax None of the Company and its Subsidiaries Seller, the Seller's Bank or any Seller's Subsidiary has been required to include in income any adjustment pursuant to Code Section 481 by reason of a voluntary change in accounting method initiated by the assets Seller, the Seller's Bank or any Seller's Subsidiary. None of the Company and its Subsidiaries. Neither Seller, the Company nor Seller's Bank or any of its Subsidiaries Seller's Subsidiary has made any payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Code Section 280G or Code Section 162(m). None of the Seller, the Seller's Bank or any Seller's Subsidiary 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). None of the Seller, the Seller's Bank or any Seller's Subsidiary is bound by a party to any Tax sharing, allocation or indemnification agreement sharing agreement. None of the Seller, the Seller's Bank or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries Seller's Subsidiary (A) has 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 was the CompanySeller) or (B) has any material liability Liability for the Taxes of any person (other than the Company Seller, the Seller's Bank or any of its SubsidiariesSubsidiary) under Treasury Regulation Regulations Section 1.15021.1506-6 (or any similar provision of any Lawstate, local, or foreign law), as a transferee or successor, by contract contract, or otherwise. Neither the Company nor any of its Subsidiaries has been, within the past two (2) years, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iif) As used hereinThe unpaid Taxes of the Seller, the Seller's Bank and each Subsidiary (A) “Tax” or “Taxes” means all federaldid not, stateas of December 31, local1999, exceed by any material amount the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and foreign Tax income) set forth on the face of the unaudited consolidated balance sheet of Seller and its Seller's Subsidiaries as of December 31, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; 1999 (rather than in any notes thereto) and (B) “Tax Return” means do not exceed by any return, declaration, report, claim material amount that reserve as adjusted for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entitythe passage of time through the Closing Date. (g) For purposes of this Section 4.15

Taxes and Tax Returns. (ia) Each of the Company First Midwest and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company First Midwest nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company First Midwest and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company First Midwest and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company First Midwest nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company First Midwest and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company First Midwest nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company First Midwest and its Subsidiaries or the assets of the Company First Midwest and its Subsidiaries. First Midwest has made available to Old National true and 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 (6) years. Neither the Company First Midwest nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company First Midwest and its Subsidiaries). Neither the Company First Midwest nor any of its Subsidiaries (Aa) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyFirst Midwest) or (Bb) has any material liability for the Taxes of any person (other than the Company First Midwest or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company First Midwest nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company First Midwest nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company First Midwest been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (a) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company: (i) Each of the Company and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, correct and complete in all material respectscomplete. Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business)Return. All material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years up to and including 2019 December 31, 2015 have been examined by the Internal Revenue Service (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. Neither No deficiency with respect to an amount of Taxes has been proposed, asserted or assessed against the Company nor or any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there Subsidiaries. There are no pending or threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax Taxes of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries. In the last six (6) 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. The Company has made available to Parent true, 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 last six (6) years. There are no Liens for Taxes (except Taxes not yet due and payable) on any of the assets of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal consolidated, combined, unitary or similar income Tax Return (other than a group the common parent of which was the Company or a Subsidiary of the Company) or (B) has any material liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of any state, local or foreign Law), as a transferee or successor, by contract or otherwise. Neither the Company nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 of the Code. Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b4(b)(2). At no time during the past five (5) years has the Company been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Neither the Company is classified nor any 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 Subchapter C corporation for U.S. federal tax purposesresult of any (i) change in method of accounting, (ii) closing agreement, (iii) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law), (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) prepaid amount received on or prior to the Closing Date, or (vi) election by the Company or any of its Subsidiaries under Section 108(i) of the Code (or any similar provision of state, local or foreign Law). Neither the Company nor any of its Subsidiaries is required to, or will be required to, include in “subpart F income” any amounts determined pursuant to Section 965 of the Code, or to make any deferred payments with respect thereto in future taxable periods including pursuant to Section 965(h) of the Code. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, fees, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company National Penn and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company National Penn nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business)Return. All material Taxes of the Company National Penn and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company National Penn and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company National Penn nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company National Penn and its Subsidiaries for all years up to and including 2019 2010 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company nor No deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed against National Penn or any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there Subsidiaries. There are no pending or threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax Taxes of the Company National Penn and its Subsidiaries or the assets of the Company National Penn and its Subsidiaries. In the last six years, neither National Penn nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that National Penn or any of its Subsidiaries was required to file any Tax Return that was not filed. National Penn has made available to Parent true, 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 last six years. There are no Liens for material Taxes (except Taxes not yet due and payable) on any of the assets of National Penn or any of its Subsidiaries. Neither the Company National Penn nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company National Penn and its Subsidiaries). Neither the Company National Penn nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyNational Penn) or (B) has any material liability for the Taxes of any person (other than the Company National Penn or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company National Penn nor any of its Subsidiaries has been, within the past two years or otherwise as part of a “plan (2or series of related transactions)” within the meaning of Section 355(e) yearsof 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 of the Code. Neither the Company National Penn nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b4(b)(2). At no time during the past five (5) years has the Company National Penn been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified Neither National Penn nor any 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 Subchapter C corporation for U.S. federal tax purposesresult of any (i) change in method of accounting, (ii) closing agreement, (iii) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign law), (iv) installment sale or open transaction disposition made on or prior to the Closing Date, or (v) prepaid amount received on or prior to the Closing Date outside of the ordinary course of business. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, fees, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company SunTrust and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company SunTrust nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company SunTrust and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company SunTrust and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company SunTrust nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company SunTrust nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company SunTrust and its Subsidiaries or the assets of the Company SunTrust and its Subsidiaries. Neither the Company SunTrust nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company SunTrust and its Subsidiaries). Neither the Company SunTrust nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the CompanySunTrust) or (B) has any material liability for the Taxes of any person (other than the Company SunTrust or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company SunTrust nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company SunTrust nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company SunTrust been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company CBI and its Subsidiaries has duly and timely filed (filed, including all valid applicable extensions) , all material Tax Returns as defined in all jurisdictions in which Tax Returns are subsection (c) below required to be filed by itit on or prior to the date of this Agreement, and all such Tax Returns are true, correct, being accurate and complete in all material respects. Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material , has timely paid or withheld and timely remitted all Taxes of the Company shown thereon as arising and its Subsidiaries (has duly and timely paid or withheld and timely remitted all Taxes, whether or not shown on any Tax Returns) Return, that are due and payable or claimed to be due from it by a Governmental Entity other than Taxes that (i) are being contested in good faith, which have not been finally determined, and (ii) have been fully and timely paidadequately reserved against in accordance with GAAP on CBI’s most recent consolidated financial statements. Each All required estimated Tax payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of the Company each of CBI and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third partySubsidiaries. Neither the Company CBI nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material for the assessment or collection of Tax that remains in effect. The federal income Tax Returns Except as set forth in Section 3.10 of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service or are Tax Returns with respect to which the applicable period for assessment under applicable LawCBI Disclosure Schedule, after giving effect to extensions or waivers, has expired. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding in progress or pending, including any material notice received of an intent to conduct an audit or examination, or claims asserted, for Taxes upon CBI or any of its Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where CBI or any of its Subsidiaries have not filed Tax Returns such that CBI or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the Company Tax Returns of, or including, CBI or any of its Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of CBI and its Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any subsequent taxable period. There are no Liens for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of the Company and CBI or any of its Subsidiaries. Neither the Company CBI nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (arrangement, other than such an agreement or arrangement exclusively between or among the Company CBI and its Subsidiaries). Neither the Company CBI nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (Return, other than a group the common parent of which was the Company) CBI, or (B) has any material liability for the Taxes of any person (Person, other than the Company CBI or any of its Subsidiaries) , under Treasury Regulation Section Treas. Reg. §1.1502-6 (6, or any similar provision of any Law)state, local or foreign law, or as a transferee or successor, by contract or otherwise. Neither the Company CBI nor any of its Subsidiaries has been, within the past two (2years or otherwise as part of a “plan” or series of related transactions, within the meaning of Section 355(e) yearsof the Code, of which the Merger is also a part, or a “distributing corporation” or a “controlled corporation” (”, within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the “Code”)) , in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 of the Code. Neither Except as set forth in Section 3.2(a) of the Company nor any CBI Disclosure Schedule, no share of its Subsidiaries CBI Common Stock is owned by a Subsidiary of CBI. CBI is not and has participated in not been a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. United States real property holding corporation company” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. The Company Neither CBI, its Subsidiaries nor any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any private letter rulings of the U.S. Internal Revenue Service (“IRS”) or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable law, which rulings or agreements would have a continuing effect after the Effective Time. Neither CBI nor any of its Subsidiaries has engaged in a “reportable transaction,” as set forth in Treas. Reg. § 1.6011-4(b), or any transaction that is classified the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a Subchapter C corporation “listed transaction,” as set forth in Treas. Reg. § 1.6011-4(b)(2). FNB has received complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of CBI and its Subsidiaries relating to the taxable periods beginning January 1, 2009 or later and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to CBI or its Subsidiaries. Neither CBI, any of its Subsidiaries nor FNB, as a successor to CBI, will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for U.S. federal tax purposesany 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) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of CBI or any of its Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign law, for periods or portions thereof ending on or before the Closing Date. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means (i) all federal, state, local, and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, licensepayroll, payrollbank shares tax, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value addedinventory, alternative or add-on minimumcapital stock, license, employment, social security, unemployment, excise, stamp, occupation, and estimated taxes, and other taxes, charges, levies or like assessments together with assessments, (ii) all penalties and interest, penalties, fines, additions to tax and interest thereon; or additional amounts imposed by any Governmental Entity in connection with any item described in clause (i) and (Biii) “Tax Return” means any returntransferee liability in respect of any items described in clauses (i) or (ii) payable by reason of Contract, declarationassumption, reporttransferee liability, claim for refundoperation of Law, Treas. Reg §1.1502-6(a) or information return any predecessor or statement relating to Taxes, including successor thereof of any schedule analogous or attachment thereto, and including any amendment thereof, supplied similar provision under law or required to be supplied to a Governmental Entityotherwise.

Taxes and Tax Returns. (i) Each of the Company Parent and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, correct and complete in all material respects. Neither the Company Parent nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company Parent and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Parent and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholdershareholder, independent contractor or other third party. Neither the Company Parent nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company Parent nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened (in writing writing) or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Parent and its Subsidiaries or the assets of the Company Parent and its Subsidiaries. Neither Parent has made available to the Company true and 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 (6) years. Neither Parent nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Parent and its Subsidiaries). Neither the Company Parent nor any of its Subsidiaries (Aa) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the CompanyParent) or (Bb) has any material liability for the Taxes of any person (other than the Company Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Parent nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Parent nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company Parent been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company TCG and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company TCG nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of the Company TCG and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company TCG and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company TCG nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company TCG and its Subsidiaries for all years to and including 2019 2008 have been examined by the Internal Revenue Service (the "IRS") or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company TCG nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company TCG and its Subsidiaries or the assets of the Company TCG and its Subsidiaries. TCG has made available to MB true and 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. Neither the Company TCG nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company TCG and its Subsidiaries). Neither the Company TCG nor any of its Subsidiaries (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyTCG) or (Bii) has any material liability for the Taxes of any person (other than the Company TCG or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company TCG nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company TCG nor any of its Subsidiaries has participated in a “listed "reportable transaction” " within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company TCG been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) “the term "Tax” " or “"Taxes” " means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each Except as set forth in Schedule 3.10(a) of the Company PVFC Disclosure Schedule, each of PVFC and its the PVFC Subsidiaries has duly and timely filed (filed, including all valid applicable extensions) , all material Tax Returns (as defined in all jurisdictions in which Tax Returns are subsection (c) below) required to be filed by itit on or prior to the date of this Agreement, and all such Tax Returns are true, correct, being accurate and complete in all material respects. Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material , has timely paid or withheld and timely remitted all Taxes of the Company shown thereon as arising and its Subsidiaries (has duly and timely paid or withheld and timely remitted all Taxes, whether or not shown on any Tax Returns) Return, that are due and payable or claimed to be due from it by a Governmental Entity, other than Taxes that (i) are not yet delinquent or are being contested in good faith, which have not been finally determined, and (ii) have been fully and timely paidadequately reserved against in accordance with GAAP. Each of the Company and its Subsidiaries has withheld and paid all material Taxes All required estimated Tax payments sufficient to avoid any underpayment penalties or interest have been withheld made by or on behalf of each of PVFC and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third partythe PVFC Subsidiaries. Neither the Company PVFC nor any of its the PVFC Subsidiaries has granted any extension or waiver of the limitation period applicable to any material for the assessment or collection of Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there There are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding in progress or pending, including any material Tax notice received of any intent to conduct an audit or examination, or claims asserted, for Taxes upon PVFC or any of the Company PVFC Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where PVFC or any of the PVFC Subsidiaries has not filed Tax Returns such that PVFC or any of the PVFC Subsidiaries is or may be subject to taxation by that jurisdiction. All deficiencies asserted or assessments made as a result of any examinations by any Governmental Entity of the Tax Returns of, or including, PVFC or any of the PVFC Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of PVFC and its the PVFC Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency in respect of such Governmental Entity for any subsequent taxable period. There are no Liens for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of PVFC or any of the Company and its PVFC Subsidiaries. Neither the Company PVFC nor any of its the PVFC Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (arrangement, other than such an agreement or arrangement exclusively between or among PVFC and the Company and its PVFC Subsidiaries). Neither the Company PVFC nor any of its the PVFC Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return (Return, other than a group the common parent of which was the Company) PVFC, or (B) has any material liability for the Taxes of any person (Person, other than the Company PVFC or any of its the PVFC Subsidiaries) , under Treasury Regulation Section Treas. Reg. §1.1502-6 (6, or any similar provision of any state, local or foreign Law), or as a transferee or successor, by contract or otherwise. Neither the Company PVFC nor any of its the PVFC Subsidiaries has been, within the past two (2years or otherwise as part of a “plan” or series of related transactions, within the meaning of Section 355(e) yearsof the Code, of which the Merger is also a part, or a “distributing corporation” or a “controlled corporation” (”, within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the “Code”)) , in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 of the Code. Neither the Company nor any No PVFC Common Shares are owned by a Subsidiary of its Subsidiaries PVFC. PVFC is not and has participated in not been a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. United States real property holding corporation corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. The Company Neither PVFC, nor any of the PVFC Subsidiaries or any other Person on their behalf has executed or entered into any written agreement with, or obtained or applied for any written consents or written clearances or any other Tax rulings from, nor has there been any written agreement executed or entered into on behalf of any of them with any Governmental Entity, relating to Taxes, including any private letter rulings of the U.S. Internal Revenue Service (“IRS”) or comparable rulings of any Governmental Entity and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither PVFC nor any of the PVFC Subsidiaries has engaged in a “reportable transaction”, as set forth in Treas. Reg. § 1.6011-4(b), or any transaction that is classified the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation or other form of published guidance as a Subchapter C corporation “listed transaction”, as set forth in Treas. Reg. § 1.6011-4(b)(2). FNB has received complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of PVFC and the PVFC Subsidiaries relating to all taxable periods beginning on and after July 1, 2009, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to PVFC or the PVFC Subsidiaries. Neither PVFC, any of the PVFC Subsidiaries nor FNB, as a successor to PVFC, will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for U.S. federal tax purposesany 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) installment sale or open transaction disposition made on or prior to the Effective Time, (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of PVFC or any of the PVFC Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the Code, or any corresponding or similar provision of state, local or foreign Law, for periods or portions thereof ending on or before the Closing Date. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means (i) all federal, state, local, and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, licensepayroll, payrollbank shares tax, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value addedinventory, alternative or add-on minimumcapital stock, license, employment, social security, unemployment, excise, stamp, occupation, and estimated taxes, and other taxes, charges, levies or like assessments together with assessments, (ii) all penalties and interest, penalties, fines, additions to tax and interest thereon; or additional amounts imposed by any Governmental Entity in connection with any item described in clause (i) and (Biii) “Tax Return” means any returntransferee liability in respect of any items described in clauses (i) or (ii) payable by reason of contract, declarationassumption, reporttransferee liability, claim for refundoperation of Law, Treas. Reg §1.1502-6(a) or information return any predecessor or statement relating to Taxes, including successor thereof of any schedule analogous or attachment thereto, and including any amendment thereof, supplied similar provision under law or required to be supplied to a Governmental Entityotherwise.

Taxes and Tax Returns. (i) Each of the Company Old National and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Old National nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company Old National and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Old National and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company Old National nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Old National and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company Old National nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Old National and its Subsidiaries or the assets of the Company Old National and its Subsidiaries. Old National has made available to First Midwest true and 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 (6) years. Neither the Company Old National nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Old National and its Subsidiaries). Neither the Company Old National nor any of its Subsidiaries (Aa) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyOld National) or (Bb) has any material liability for the Taxes of any person (other than the Company Old National or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Old National nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Old National nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company Old National been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each Except as disclosed in NCC Disclosure Schedule Section 3.10(a), each of the Company NCC and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company NCC nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained Return, except as set forth in the ordinary course of businessNCC Disclosure Schedule Section 3.10(a). All material Taxes of the Company NCC and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company NCC and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company NCC nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company NCC and its Subsidiaries for all years up to and including 2019 December 31, 2014 have been examined by the Internal Revenue Service 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. Neither The federal income Tax Returns of NCC and its Subsidiaries for tax years 2015-2017 are still open for examination by the Company nor IRS under the normal statute of limitations. Except as set forth on NCC Disclosure Schedule Section 3.10(a), no deficiency with respect to a material amount of Taxes has been proposed, asserted or assessed, in each case, in writing, against NCC or any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there Subsidiaries. There are no pending or threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax Taxes of the Company NCC and its Subsidiaries or the assets of the Company NCC and its Subsidiaries. In the last six (6) years, neither NCC nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that NCC or any of its Subsidiaries was required to file any Tax Return that was not filed. To the extent applicable, NCC has made available to CenterState true, 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 last six (6) years. There are no Liens for material Taxes (except Taxes not yet due and payable or for Taxes that are being contested in good faith) on any of the assets of NCC or any of its Subsidiaries. Neither the Company NCC nor any of its Subsidiaries is a party to or is bound by any Tax sharing, Tax allocation or Tax indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company NCC and any of its Subsidiaries). Neither the Company NCC nor any of its Subsidiaries (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanyNCC) or (Bii) has any material liability for the Taxes of any person Person (other than the Company NCC or any of its Subsidiaries) under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company NCC nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 of the Code. Neither the Company NCC nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b4(b)(2). At no time during the past five (5) years has the Company NCC been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified Neither NCC nor any 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 Subchapter C corporation for U.S. federal tax purposesresult of any (A) change in method of accounting, (B) closing agreement, (C) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign law), (D) installment sale or open transaction disposition made on or prior to the Closing Date, or (E) prepaid amount received on or prior to the Closing Date, in the case of (A), (C), (D) and (E), outside of the Ordinary Course of Business. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, fees, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent: Each of the Company Parent and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respectscomplete. Neither the Company Parent nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business)Return. All material Taxes of the Company Parent and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Parent and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Parent and its Subsidiaries for all years up to and including 2019 December 31, 2015 have been examined by the Internal Revenue Service 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. Neither the Company nor No deficiency with respect to an amount of Taxes has been proposed, asserted or assessed against Parent or any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there Subsidiaries. There are no pending or threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax Taxes of the Company Parent and its Subsidiaries or the assets of the Company Parent and its Subsidiaries. Neither In the last six (6) years, neither Parent nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that Parent or any of its Subsidiaries was required to file any Tax Return that was not filed. Parent has made available to the Company true, 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 last six (6) years. There are no Liens for Taxes (except Taxes not yet due and payable) on any of the assets of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Parent and its Subsidiaries). Neither the Company Parent nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal consolidated, combined, unitary or similar income Tax Return (other than a group the common parent of which was the CompanyParent or a Subsidiary of Parent) or (B) has any material liability for the Taxes of any person (other than the Company Parent or any of its Subsidiaries) under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of any state, local or foreign Law), as a transferee or successor, by contract or otherwise. Neither the Company Parent nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending intended to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Parent nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Regulations Section 1.6011-4(b4(b)(2). At no time during the past five (5) years has the Company Parent been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified Neither Parent nor any 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 Subchapter C corporation for U.S. federal tax purposes. result of any (i) change in method of accounting, (ii) As used hereinclosing agreement, (Aiii) “Tax” intercompany transaction or “Taxes” means all federal, excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, locallocal or foreign Law), and (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) prepaid amount received on or prior to the Closing Date or (vi) election by Parent or any of its Subsidiaries under Section 108(i) of the Code (or any similar provision of state, local or foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental EntityLaw).

Taxes and Tax Returns. (ia) Each of the Company Sterling and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company Sterling nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company Sterling and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company Sterling and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company Sterling nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company Sterling and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company Sterling nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company Sterling and its Subsidiaries or the assets of the Company Sterling and its Subsidiaries. Sterling has made available to Wxxxxxx true and 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 (6) years. Neither the Company Sterling nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company Sterling and its Subsidiaries). Neither the Company Sterling nor any of its Subsidiaries (Aa) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the CompanySterling) or (Bb) has any material liability for the Taxes of any person (other than the Company Sterling or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company Sterling nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company Sterling nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company Sterling been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (ia) Each of the Company and its Subsidiaries has duly and timely filed (including taking into account all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, correct and complete in all material respects. Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The Except as set forth on Section 3.10(a) of the Company Disclosure Schedule, the federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 2017 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable Lawlaw, after giving effect to extensions or waivers, has expired. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened (in writing writing) or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries. The Company has made available to Parent true and 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 (6) years. Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries (Ai) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company) or (Bii) has any material liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company nor any of its Subsidiaries has been, within the past two (2) years, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company nor any of its Subsidiaries has participated in a “listed reportable transaction” within the meaning of Treasury Regulation Section section 1.6011-4(b4(b)(1). At no time during the past five (5) years has the Company been a U.S. United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (iib) As used hereinin this Agreement, (A) the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (i) Each of the Company FIBK and its Subsidiaries has duly and timely filed (including all valid applicable extensions) all income and other material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects. Neither the Company FIBK nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of businesscourse). All material Taxes of the Company FIBK and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company FIBK and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company FIBK nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service 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. Neither the Company FIBK nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and and, to the knowledge of FIBK, there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Company FIBK and its Subsidiaries or the assets of the Company FIBK and its Subsidiaries. Neither FIBK nor any of its Subsidiaries has any deferred payroll Tax Liability under Section 2302 of the Company CARES Act, Internal Revenue Service Notice 2020-65 or any similar or analogous provision of state, local or non-U.S. applicable law or guidance. FIBK has not entered into any private letter ruling requests, closing agreements or gain recognition agreements with respect to a material amount of Taxes requested or executed in the last three (3) years. Neither FIBK nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company FIBK and its Subsidiaries). Neither the Company FIBK nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was the CompanyFIBK) or (B) has any material liability for the Taxes of any person (other than the Company FIBK or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any Lawstate, local or foreign law), as a transferee or successor, by contract or otherwise. Neither the Company FIBK nor any of its Subsidiaries has been, within the past two (2) yearsyears 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 Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither the Company FIBK nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

Taxes and Tax Returns. (a) Except as has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect: (i) Each of the Company Parent and its Subsidiaries has duly and timely filed, or has caused to be timely filed (including on its behalf, all valid applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, complete and complete in all material respectsaccurate. Neither the Company nor any of its Subsidiaries is the beneficiary of any extension of time within which All Taxes shown to file any material Tax Return (other than extensions to file be due and owing on such Tax Returns obtained have been timely paid. (ii) The most recent financial statements contained in the ordinary course Parent SEC Reports filed prior to the date of business). All material this Agreement reflect, in accordance with GAAP, an adequate reserve for all Taxes of the Company and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of the Company and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party. Neither the Company nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of the Company payable by Parent and its Subsidiaries for all years to and including 2019 have been examined by taxable periods through the Internal Revenue Service date of such financial statements. (iii) There is no audit, examination, deficiency, refund litigation, proposed adjustment or are Tax Returns matter in controversy with respect to which any Taxes or Tax Return of Parent or its Subsidiaries, and, to the applicable period for assessment under applicable Lawknowledge of Parent, after giving effect to extensions or waivers, has expired. Neither the Company neither Parent nor any of its Subsidiaries has received written notice of assessment any claim made by a Governmental Authority in a jurisdiction where Parent or proposed assessment any of its Subsidiaries, as applicable, does not file a Tax Return, that Parent or such Subsidiary is or may be subject to income taxation by that jurisdiction. No deficiency with respect to any Taxes has been proposed, asserted or assessed in connection with writing against Parent or any material amount of Taxesits Subsidiaries, and there no requests for waivers of the time to assess any Taxes are pending. (iv) There are no threatened in writing outstanding written agreements, consents or pending disputeswaivers to extend the statutory period of limitations applicable to the assessment of any Taxes or deficiencies against Parent or any of its Subsidiaries, claims, audits, examinations and no power of attorney granted by either Parent or other proceedings regarding any material Tax of the Company and its Subsidiaries or the assets of the Company and its Subsidiaries. with respect to any Taxes is currently in force. (v) Neither the Company Parent nor any of its Subsidiaries is a party to or is bound by any Tax sharing, agreement providing for the allocation or indemnification agreement sharing of Taxes imposed on or arrangement with respect to any individual or other person (other than (I) such an agreement agreements with customers, vendors, lessors or arrangement exclusively between the like entered into in the ordinary course of business and (II) agreements with or among the Company and Parent or any of its Subsidiaries). Neither the Company , and neither Parent nor any of its Subsidiaries (A) has been a member of an affiliated group (or similar state, local or foreign filing group) filing a consolidated U.S. federal income Tax Return (other than a the group the common parent of which was the Companyis Parent or a subsidiary of Parent) or (B) has any material liability for the Taxes of any person (other than the Company Parent or any of its Subsidiaries) (I) under Treasury Regulation Section 1.1502-6 1.1502–6 (or any similar provision of any Lawstate, local or foreign law), or (II) as a transferee or successor. (vi) There are no material Encumbrances for Taxes (other than for current Taxes not yet due and payable) on the assets of Parent and its Subsidiaries. (vii) In the last five (5) years, by contract or otherwise. Neither the Company neither Parent nor any of its Subsidiaries has been, within the past two (2) years, constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code of 1986 (the “Code”)) in a distribution of stock intending to qualify for tax-free treatment under which Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code. ) applied or was intended to apply. (viii) Neither the Company Parent nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b4(b)(2). At no time during the past five Since March 30, 2010, neither Parent nor any of its Subsidiaries has participated in a transaction lacking economic substance (5) years has the Company been a U.S. real property holding corporation within the meaning of Section 897(c)(27701(o) of the Code. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes) or failing to meet the requirements of any similar rule of Law. (ii) As used herein, (A) “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon; and (B) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.