Common use of Taxes and Tax Returns Clause in Contracts

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed all Tax Returns required to have been filed by it on or prior to the date hereof (all such Tax Returns 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code, and similar applicable state and local information reporting requirements, except to the extent that a failure to so comply will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries.

Taxes and Tax Returns. (a) Each of the Company Home and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns that were required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Home nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course of business). Neither the Company nor any All material Taxes of Home and its Subsidiaries has executed an extension (whether or waiver of not shown on any statute of limitations Tax Returns) that are due have been fully and timely paid other than Taxes that have been reserved or accrued on the assessment balance sheet of Home or collection of any Tax that its Subsidiaries or which Home and/or its Subsidiaries is currently contesting in effectgood faith. Each of the Company Home and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither Home nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Home and its Subsidiaries for all years to and including 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 law, after giving effect to extensions or waivers, has timely complied expired. Neither Home nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements any Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any Tax of Home and its Subsidiaries or the assets of 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 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 Home and its Subsidiaries). Neither Home nor any of its Subsidiaries (i) 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 Home) or (ii) has any liability for the Taxes of any person (other than Home or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Home nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither 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 similar applicable state and local information reporting requirementsneither Home nor any of its Subsidiaries has been notified of, except or to the extent knowledge of Home or its Subsidiaries has participated in, a transaction that is described as a failure “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Home been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. 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 so comply exist that might prevent or impede the Merger from qualifying as a 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 not, individually or in the aggregate, have a Material Adverse Effect on the Company and affect its Subsidiariesliability for Taxes.

Taxes and Tax Returns. (a) Each of the Company Cascade and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns that were required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Cascade nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course of business). Neither the Company nor any All material Taxes of Cascade and its Subsidiaries has executed an extension (whether or waiver of not shown on any statute of limitations Tax Returns) that are due have been fully and timely paid other than Taxes that have been reserved or accrued on the assessment balance sheet of Cascade or collection of any Tax that its Subsidiaries or which Cascade and/or its Subsidiaries is currently contesting in effectgood faith. Each of the Company Cascade and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither Cascade nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Cascade and its Subsidiaries for all years to and including 2007 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has timely complied expired. Neither Cascade nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements any Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any Tax of Cascade and its Subsidiaries or the assets of 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 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 Cascade and its Subsidiaries). Neither Cascade 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 Cascade) or (b) has any liability for the Taxes of any person (other than Cascade or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Cascade nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither 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, and similar applicable state and local information reporting requirements, except or to the extent knowledge of Cascade or its Subsidiaries has participated in, a transaction that is described as a failure “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Cascade been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. 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 so comply exist that might prevent or impede the Merger from qualifying as a 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 not, individually or in the aggregate, have a Material Adverse Effect on the Company and affect its Subsidiariesliability for Taxes.

Taxes and Tax Returns. (ai) 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 have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver is the beneficiary of any statute extension of limitations 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 the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each 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 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 timely complied expired. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements under Part IIIany material amount of Taxes, Subchapter A of Chapter 61 and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Code, Company and similar applicable state and local information reporting requirements, except to its Subsidiaries or the extent that a failure to so comply will not, individually or in the aggregate, have a Material Adverse Effect on 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 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 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.

Taxes and Tax Returns. (a) Each of the Company Sunshine and its Subsidiaries Subsidiary has duly and timely filed (taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, and complete in all material respects) . Neither Sunshine nor its Subsidiary is the beneficiary of any extension of time within which to file any material Tax Return. All material Taxes of Sunshine and has duly paid or made provisions for the payment of all Taxes which its Subsidiary that are due 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 (i) Taxes which are not yet delinquent or are being contested in good faith fully and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effecttimely paid. Each of the Company Sunshine and its Subsidiaries Subsidiary has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither Sunshine nor its Subsidiary has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Sunshine and its Subsidiaries Subsidiary for all years up to and including 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 law, after giving effect to extensions or waivers, has timely complied expired. No deficiency with all applicable information reporting requirements respect to a material amount of Taxes has been proposed, asserted or assessed, in each case, in writing, against Sunshine or its Subsidiary. There are no pending or threatened in writing disputes, claims, audits, examinations or other proceedings regarding any material Taxes of Sunshine and its Subsidiary or the assets of Sunshine and its Subsidiary. 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 Sunshine nor its 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 Sunshine and its Subsidiary). Neither Sunshine nor its Subsidiary (i) 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 Sunshine) or (ii) has any liability for the Taxes of any person (other than Sunshine or its Subsidiary) under Part IIITreasury Regulations Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Sunshine nor its Subsidiary has been, within the past two (2) years or otherwise as part of Chapter 61 a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. Neither Sunshine nor its Subsidiary has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). At no time during the past five (5) years has Sunshine been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. Neither Sunshine nor its Subsidiary will be required to include any material item of income in, and or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any (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 applicable state and provision of state, local information reporting requirementsor foreign law), except (D) installment sale or open transaction disposition made on or prior to the extent that a failure Closing Date, or (E) prepaid amount received on or prior to so comply will notthe Closing Date, individually or in the aggregatecase of (A), have a Material Adverse Effect on (C), (D) and (E), outside of the Company and its Subsidiariesordinary course of business.

Taxes and Tax Returns. (a) Each of the Company IBTX and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither IBTX nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of IBTX and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company IBTX and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither IBTX nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect (other than extension or waiver granted in the ordinary course of business). Neither 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 IBTX and its Subsidiaries or the assets of IBTX and its Subsidiaries. Neither 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 IBTX and its Subsidiaries). Since January 1, 2013, neither IBTX nor any of its Subsidiaries (A) has timely complied 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 IBTX) or (B) has any liability for the Taxes of any person (other than IBTX or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise (other than pursuant to agreements not primarily related to Taxes and entered into in the ordinary course of business consistent with all applicable information reporting requirements under Part IIIpast practice). Neither IBTX nor any of its Subsidiaries has been, Subchapter A within the past two (2) years or otherwise as part of Chapter 61 a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither IBTX nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have a Material Adverse Effect on the Company and its Subsidiariesmeaning of Treasury Regulation Section 1.6011-4(b)(1).

Taxes and Tax Returns. (a) Each of the Company SCB and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither SCB nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of SCB and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company SCB and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each 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 SCB nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. Neither 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 SCB and its Subsidiaries or the assets of SCB and its Subsidiaries. SCB has timely complied made available to CBC true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with all applicable information reporting requirements respect to Taxes requested or executed in the last six (6) years. Neither 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 SCB and its Subsidiaries). Neither SCB 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 SCB) or (b) has any liability for the Taxes of any Person (other than SCB or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign Law), as a transferee or successor, by contract or otherwise. Neither SCB nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither SCB nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has SCB been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. 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 result of (A) a change in accounting method for a Tax period beginning on or before the Effective Time, (B) any “closing agreement” as described in Section 7121 of the Code (or 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 applicable state and local information reporting requirementsprovision or administrative rule of federal, except state, local, or non-U.S. income Tax law) or (D) any prepaid amount received on or prior to the extent 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 failure 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 3201 of the Code) pursuant to so comply will not, individually or in connection with the aggregateMemorandum on Deferring Payroll Tax Obligation in Light of the Ongoing COVID-19 Disaster, have a Material Adverse Effect on dated August 8, 2020 or (iii) claimed any employee retention credits under the Company and its SubsidiariesCARES Act.

Taxes and Tax Returns. (a) Each of HBI and the Company and its HBI Subsidiaries has duly and timely filed filed, including all applicable extensions, all income and other material Tax Returns required to have been be filed by it on or prior to the date hereof (of this Agreement, all such Tax Returns being accurate and complete in all material respects) , has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or made provisions for the payment of withheld and timely remitted all Taxes which have been incurred material Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by any taxing authority on or prior to the date of this Agreement a Governmental Entity, other than Taxes that (i) Taxes which are not yet delinquent or are being contested in good faith and faith, which have not been finally determined determined, and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax Returns payments sufficient to avoid any underpayment penalties or Taxes as to which interest have been made by or on behalf of each of HBI and the failure to file, pay or make provision for will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its HBI Subsidiaries. Neither HBI nor any of the HBI Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect. There is are no outstanding disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or examination, deficiency assessmentor claims asserted, Tax investigation or refund litigation with respect to for Taxes of the Company upon HBI or any of its the HBI Subsidiaries, and no . No claim has been made by any authority a Governmental Entity in a jurisdiction where the Company HBI or any of its the HBI Subsidiaries does has not file filed Tax Returns such that the Company HBI or any of its the HBI Subsidiaries is or may be subject to taxation in such 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 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 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, other than such an agreement or arrangement exclusively between or among HBI and the HBI Subsidiaries. Neither HBI nor any of the HBI 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 HBI, or (B) has any liability for the Taxes of any Person, other than HBI or any of the HBI Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither HBI nor any of the HBI Subsidiaries has been, during the two-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 Code in a distribution of stock intended to be governed in whole or in part by Sections 355 of the Code. HBI is not and has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither HBI, nor any of the HBI Subsidiaries or any other Person on their behalf has executed an extension or waiver 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 statute of limitations on them with any Governmental Entity, relating to Taxes, including any private letter rulings of the assessment U.S. Internal Revenue Service (“IRS” ) or collection comparable rulings of any Tax 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 currently in effect. Each the same as or substantially similar to one of the Company types of transactions that the U.S. Internal Revenue Service has determined to be a tax avoidance transaction and its identified by notice, regulation or other form of published guidance as a “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 has withheld relating to all taxable periods beginning on and timely paid all 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 have been withheld include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of any (i) change in connection with amounts paid method of accounting for a taxable period ending on or owing 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 employee, independent contractor, creditor, stockholder excess loss account of HBI or other third party. Each any of the Company and its HBI Subsidiaries has timely complied with all applicable information reporting requirements for periods or portions of periods described in Treasury Regulations under Part III, Subchapter A of Chapter 61 Section 1502 of the Code, and or any corresponding or similar applicable state and provision of state, local information reporting requirementsor foreign Law, except 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 extent that a failure to so comply will not, individually or in Merger from qualifying for the aggregate, have a Material Adverse Effect on the Company and its SubsidiariesIntended Tax Treatment.

Taxes and Tax Returns. The Seller and the Target Entities (ai) Each of the Company and its Subsidiaries has duly and have timely filed (taking into account any extension of time within which to file) all income, franchise, and similar Tax Returns and all other material Tax Returns required to have been be filed by it on or prior to the date hereof (any of them and all such filed Tax Returns being are complete and accurate and complete in all material respects; and (ii) and has duly have paid or made provisions for the payment of all Taxes which have been incurred owed with respect to such Tax Returns (whether or are not shown as due and owing on the Tax Returns). Seller and each of the Target Entities has withheld and remitted to the appropriate Governmental Entity any Taxes or claimed other amounts that they were obligated to be due withhold from it by amounts owing to any taxing authority on employee, creditor or prior third party, except with respect to matters contested in good faith. As of the date of this Agreement other than (i) Taxes which Agreement, there are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) pending or, to the Knowledge of the Disclosure ScheduleSeller Management or the Target Entities, threatened, any audits, examinations, investigations or (ii) other proceedings in respect of Taxes or Tax Returns matters with respect to Seller or Taxes as to which any of the failure to file, pay Target Entities. There are no unresolved questions or make provision for will notclaims concerning the Seller or any Target Entity's Tax liabilities that may, individually or in the aggregate, have a Material Adverse Effect on and are not disclosed or provided for in the Company and its SubsidiariesFinancial Statements. There is no outstanding audit examination, deficiency assessment, Tax investigation Neither the Seller nor any of the Target Entities has waived any statute of limitations in respect of Taxes or refund litigation agreed to any extension of time with respect to Taxes any Tax assessment or deficiency. Neither the Seller nor any of the Company Target Entities is a party to any tax allocation or sharing agreement. No claim has ever been made with respect to Seller or any of its Subsidiaries, and no claim has been made the Target Entities by any authority in a jurisdiction where Seller and the Company or any of its Subsidiaries does Target Entities do not file Tax Returns that the Company Seller or any of its Subsidiaries the Target Entities is or may be subject to taxation in such by that jurisdiction. Neither As of the Company nor date of this Agreement, there are no Liens with respect to any Taxes upon any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effect. Each assets of the Company Target Entities, other than Permitted Liens for Taxes not yet due and its Subsidiaries has withheld payable or not yet delinquent or that are being contested in good faith and timely paid all Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code, and similar applicable state and local information reporting requirements, except to the extent that a failure to so comply will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiariesby appropriate proceedings.

Taxes and Tax Returns. (a) Each of the Company First Financial and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither First Financial nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course of business). Neither the Company nor any All material Taxes of First Financial and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company First Financial and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither First Financial nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of First Financial and its Subsidiaries for all years to and including 2016 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has timely complied expired. Neither First Financial nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 First Financial and its Subsidiaries or the assets of 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 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 First Financial and its Subsidiaries). Neither 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 First Financial) or (B) has any liability for the Taxes of any person (other than First Financial or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither First Financial nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither First Financial nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five (5) years has First Financial been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of FNB and the Company and its FNB Subsidiaries has duly and timely filed filed, including all applicable extensions, all income and other material Tax Returns required to have been be filed by it on or prior to the date hereof (of this Agreement, all such Tax Returns being accurate and complete in all material respects) , has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or made provisions for the payment of withheld and timely remitted all Taxes which have been incurred material Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by any taxing authority on or prior to the date of this Agreement a Governmental Entity, other than Taxes that (i) Taxes which are not yet delinquent or are being contested in good faith and faith, which have not been finally determined determined, and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax Returns payments sufficient to avoid any underpayment penalties or Taxes as to which the failure to file, pay interest have been made by or make provision for will not, individually or in the aggregate, have a Material Adverse Effect on the Company behalf of each of FNB and its Subsidiaries. Neither FNB nor any of the FNB Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect. There is are no outstanding disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or examination, deficiency assessmentor claims asserted, Tax investigation for Taxes upon FNB or refund litigation with respect to Taxes any of the Company FNB Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where FNB or any of the FNB Subsidiaries has not filed Tax Returns such that FNB or any of the FNB 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, FNB 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 FNB 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 FNB or any of its Subsidiaries. There are no Liens for Taxes, other than statutory liens for Taxes not yet due and no claim has been made by payable, upon any authority in a jurisdiction where of the Company assets of FNB or any of its the FNB Subsidiaries. Neither FNB nor any of the FNB Subsidiaries does not file is a party to or is bound by any Tax Returns that sharing, allocation or indemnification agreement or arrangement, other than such an agreement or arrangement exclusively between or among FNB and the Company FNB Subsidiaries. Neither FNB nor any of the FNB 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 FNB, or (B) has any liability for the Taxes of any Person, other than FNB or any of its Subsidiaries is subject to taxation in such jurisdictionthe FNB Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither the Company FNB nor any of the FNB Subsidiaries has been, during the two-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 Code in a distribution of stock intended to be governed in whole or in part by Sections 355 of the Code. FNB is not and has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither FNB, its Subsidiaries nor any other Person on their behalf has executed an extension or waiver 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 statute of limitations on the assessment them with any Governmental Entity, relating to Taxes, including any IRS private letter rulings or collection comparable rulings of any Tax 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 FNB nor any of the FNB Subsidiaries has engaged in any transaction that is currently in effect. Each the same as or substantially similar to one of the Company 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 “listed transaction,” as set forth in Treas. Reg. § 1.6011-4(b)(2). FNB has made available to HBI complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of FNB and its Subsidiaries has withheld relating to the taxable periods beginning on and timely paid all 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 FNB or its Subsidiaries. Neither FNB, nor any of the FNB Subsidiaries will be required to have been withheld include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of any (i) change in connection with amounts paid method of accounting for a taxable period ending on or owing 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 employee, independent contractor, creditor, stockholder excess loss account of FNB or other third party. Each any of the Company and its FNB Subsidiaries has timely complied with all applicable information reporting requirements for periods or portions of periods described in Treasury Regulations under Part III, Subchapter A of Chapter 61 Section 1502 of the Code, and or any corresponding or similar applicable state and provision of state, local information reporting requirementsor foreign Law, except for periods, or portions thereof, ending on or before the Closing Date. Neither FNB nor any of the FNB Subsidiaries has taken any action, or knows of any fact or circumstance, that could reasonably be expected to prevent the extent that a failure to so comply will not, individually or in Merger from qualifying for the aggregate, have a Material Adverse Effect on the Company and its SubsidiariesIntended Tax Treatment.

Taxes and Tax Returns. (a) Each of the Company Discover and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Discover nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Discover and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Discover and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither Discover nor any of the Company 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 Discover and its Subsidiaries or the assets of Discover and its Subsidiaries that has timely complied with all applicable information reporting requirements not been accrued in the latest audited balance sheet included in the Discover Reports. Neither 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 Discover and its Subsidiaries). Neither 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 Discover) or (B) has any liability for the Taxes of any person (other than Discover or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Discover nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Discover nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Discover been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of Raritan and each Raritan Subsidiary have duly filed (and until the Company Effective Time will so file) all returns, declarations, reports, information returns and its Subsidiaries has duly and timely filed all Tax Returns statements ("Returns") required to have been be filed by it on them in respect of any federal, state and local taxes (including withholding taxes, penalties or prior to the date hereof (all such Tax Returns being accurate and complete in all material respectsother payments required) and each has duly paid or made provisions for (and until the payment of Effective Time will so pay) all Taxes which have been incurred or are such taxes due or claimed to be due from it by any taxing authority on or prior to the date of this Agreement and payable, other than (i) Taxes taxes or other charges which are not yet delinquent or are being contested in good faith (and disclosed to United in writing). Raritan and each Raritan Subsidiary have established (and until the Effective Time will establish) on their books and records reserves for the payment of all federal, state and local taxes not yet due and payable, but incurred in respect of Raritan or any Raritan Subsidiary through such date, which reserves are, to the knowledge of Raritan, adequate for such purposes. Except as set forth in the Raritan Disclosure Schedule, the federal income tax returns of Raritan and its Subsidiaries have been examined by the Internal Revenue Service (the "IRS") (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been finally determined resolved and are listed paid in Section 4.15(a) of full. Except as set forth in the Raritan Disclosure Schedule, or (ii) 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 the Company applicable state income tax returns of Raritan and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation Subsidiaries have been examined by the applicable authorities (or refund litigation with respect are closed to Taxes examination due to the expiration of the Company statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the knowledge of Raritan, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, taxes or assessments upon Raritan or any of its Subsidiaries, and no claim nor has been made by any authority in a jurisdiction where the Company Raritan or any of its Subsidiaries does not file Tax Returns that given any currently outstanding waivers or comparable consents regarding the Company or any application of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or owing respect to any employee, independent contractor, creditor, stockholder taxes or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code, and similar applicable state and local information reporting requirements, except to the extent that a failure to so comply will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its SubsidiariesReturns.

Taxes and Tax Returns. (a) 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 (taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, and complete in all material respects) . Neither Charter nor CharterBank is the beneficiary of any extension of time within which to file any material Tax Return. All material Taxes of Charter and has duly paid or made provisions for the payment of all Taxes which CharterBank that are due 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 (i) Taxes which are not yet delinquent or are being contested in good faith fully and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effecttimely paid. Each of the Company Charter and its Subsidiaries CharterBank has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither Charter nor CharterBank has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Charter and its Subsidiaries CharterBank for all years up to and including December 31, 2013 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has timely complied expired. No deficiency with all applicable information reporting requirements respect to a material amount of Taxes has been proposed, asserted or assessed, in each case, in writing, against Charter or CharterBank. There are no pending or threatened in writing disputes, claims, audits, examinations or other proceedings regarding any material Taxes of Charter and CharterBank or the assets of Charter and CharterBank. In the 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 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 Charter or CharterBank. Neither Charter nor 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 Charter and CharterBank). Neither Charter nor CharterBank (i) 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 Charter) or (ii) has any liability for the Taxes of any Person (other than Charter or CharterBank) under Part IIITreasury Regulations Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Charter nor CharterBank has been, within the past two (2) years or otherwise as part of Chapter 61 a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. Neither Charter nor CharterBank has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). At no time during the past five (5) years has Charter been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. Neither Charter nor CharterBank will be required to include any material item of income in, and or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any (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 applicable state and provision of state, local information reporting requirementsor foreign law), except (D) installment sale or open transaction disposition made on or prior to the extent that a failure Closing Date, or (E) prepaid amount received on or prior to so comply will notthe Closing Date, individually or in the aggregatecase of (A), have a Material Adverse Effect on (C), (D) and (E), outside of the Company and its SubsidiariesOrdinary Course of Business.

Taxes and Tax Returns. (a) Each of the Company CBC and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither CBC nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of CBC and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company CBC and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each 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 CBC nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. Neither 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 CBC and its Subsidiaries or the assets of CBC and its Subsidiaries. CBC has timely complied made available to SCB true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with all applicable information reporting requirements respect to Taxes requested or executed in the last six (6) years. Neither 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 CBC and its Subsidiaries). Neither CBC 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 CBC) or (b) has any liability for the Taxes of any Person (other than CBC or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign Law), as a transferee or successor, by contract or otherwise. Neither CBC nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither CBC nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has CBC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. 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 result of (A) a change in accounting method for a Tax period beginning on or before the Effective Time, (B) any “closing agreement” as described in Section 7121 of the Code (or 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 applicable state and local information reporting requirementsprovision or administrative rule of federal, except state, local, or non-U.S. income Tax law) or (D) any prepaid amount received on or prior to the extent 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 failure 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 3201 of the Code) pursuant to so comply will not, individually or in connection with the aggregateMemorandum on Deferring Payroll Tax Obligation in Light of the Ongoing COVID-19 Disaster, have a Material Adverse Effect on dated August 8, 2020 or (iii) claimed any employee retention credits under the Company and its SubsidiariesCARES Act.

Taxes and Tax Returns. (a) Each of the Company South State and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither South State nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of South State and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company South State and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither South State nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. Neither 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, 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 South State and its Subsidiaries or the assets of South State and its Subsidiaries. South State has timely complied not entered into any private letter ruling requests, closing agreements or gain recognition agreements with all applicable information reporting requirements respect to a material amount of Taxes requested or executed in the last three (3) years. Neither 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 South State and its Subsidiaries). Neither 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 South State) or (B) has any liability for the Taxes of any person (other than South State or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither South State nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither South State nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “listed transaction” within the aggregate, have a Material Adverse Effect on the Company and its Subsidiariesmeaning of Treasury Regulation Section 1.6011-4(b).

Taxes and Tax Returns. (a) Each of the Company CenterState and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither CenterState nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of CenterState and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company CenterState and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither CenterState nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. Neither CenterState nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, 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 CenterState and its Subsidiaries or the assets of CenterState and its Subsidiaries. CenterState has timely complied not entered into any private letter ruling requests, closing agreements or gain recognition agreements with all applicable information reporting requirements respect to a material amount of Taxes requested or executed in the last three (3) years. Neither 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 CenterState and its Subsidiaries). Neither 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 CenterState) or (B) has any liability for the Taxes of any person (other than CenterState or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither CenterState nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither CenterState nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “listed transaction” within the aggregate, have a Material Adverse Effect on the Company and its Subsidiariesmeaning of Treasury Regulation Section 1.6011-4(b).

Taxes and Tax Returns. (ai) 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 have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver is the beneficiary of any statute extension of limitations 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 the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each 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 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 timely complied expired. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements under Part IIIany material amount of Taxes, Subchapter A of Chapter 61 and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Code, Company and similar applicable state and local information reporting requirements, except to its Subsidiaries or the extent that a failure to so comply will not, individually or in the aggregate, have a Material Adverse Effect on 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.

Taxes and Tax Returns. (a) Each Miramar and each Miramar Subsidiary has filed in a timely manner all necessary Tax returns, elections, designations, forms and notices and all such returns, elections, designations, forms and notices are true complete and correct in all material respects. Miramar and each of the Company and its Subsidiaries has duly and timely filed paid all Tax Returns required to have been filed by it on or applicable Taxes for all periods prior to the date hereof (all such Tax Returns 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code, and similar applicable state and local information reporting requirements, except to the extent that a failure such Taxes have become due or have been alleged to so comply will notbe due and none of Miramar or any Miramar Subsidiary is aware of any Tax deficiencies or interest or penalties accrued or accruing, individually or alleged to be accrued or accruing, thereon where, in any of the above cases, it might reasonably be expected to result in any material adverse change in the condition (financial or otherwise), or in the aggregateearnings, have business, affairs or prospects of Miramar or any Miramar Subsidiary. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any Tax return by any of them or the payment of any material Tax, governmental charge, penalty, interest or fine against any of them. There are no material actions, suits, proceedings, investigations or claims now threatened or pending against Miramar or any Miramar Subsidiary which could result in a Material Adverse Effect on material liability in respect of Taxes, charges or levies of any Governmental Entity, penalties, interest, fines, assessments or reassessments or any matters under discussion with any Governmental Entity relating to Taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any such authority. Miramar and each Miramar Subsidiary has withheld (where applicable) from each payment to any non-resident of Canada and each of the Company present and its Subsidiariesformer officers, directors, employees and consultants thereof the amount of all Taxes and other amounts, including, but not limited to, income Tax and other deductions, required to be withheld therefrom, and has paid the same or will pay the same when due to the proper Governmental Entity within the time required under applicable Tax legislation.

Taxes and Tax Returns. (a) 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 applicable extensions, all Tax Returns (as defined in subsection (c) below) required to have been be filed by it on or prior to the date hereof (of this Agreement, all such Tax Returns being accurate and complete in all material respects) , has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or made provisions for the payment of withheld and timely remitted all Taxes which have been incurred Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by any taxing authority on or prior to the date of this Agreement a Governmental Entity, other than Taxes that (i) Taxes which are not yet delinquent or are being contested in good faith and faith, which have not been finally determined determined, and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax Returns payments sufficient to avoid any underpayment penalties or Taxes as to which interest have been made by or on behalf of each of PVFC and the failure to file, pay or make provision for will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its PVFC Subsidiaries. Neither PVFC nor any of the PVFC Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect. There is are no outstanding disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or examination, deficiency assessmentor claims asserted, Tax investigation or refund litigation with respect to for Taxes of the Company upon PVFC or any of its the PVFC Subsidiaries, and no . No claim has been made by any authority a Governmental Entity in a jurisdiction where the Company PVFC or any of its the PVFC Subsidiaries does has not file filed Tax Returns such that the Company PVFC or any of its the PVFC Subsidiaries is or may be subject to taxation in such 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 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 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, other than such an agreement or arrangement exclusively between or among PVFC and the PVFC Subsidiaries. Neither PVFC nor any of the PVFC 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 PVFC, or (B) has any liability for the Taxes of any Person, other than PVFC or any of the PVFC Subsidiaries, under Treas. Reg. §1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither PVFC nor any of the PVFC Subsidiaries has executed an extension been, within the past two years or waiver otherwise as part of any statute a “plan” or series of limitations on related transactions, within the assessment or collection meaning of any Tax that is currently in effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 Section 355(e) of 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 Code, in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. No PVFC Common Shares are owned by a Subsidiary of PVFC. PVFC is not and has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. 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 state 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 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 “listed transaction”, as set forth in Treas. Reg. § 1.6011-4(b)(2). FNB has received complete copies of (i) all federal, state, local information reporting requirementsand foreign income or franchise Tax Returns of PVFC and the PVFC Subsidiaries relating to all taxable periods beginning on and after July 1, except 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 any taxable period or portion thereof ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the extent that a failure Closing Date, (ii) installment sale or open transaction disposition made on or prior to so comply will notthe Effective Time, individually (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 aggregateCode, have a Material Adverse Effect or any corresponding or similar provision of state, local or foreign Law, for periods or portions thereof ending on or before the Company and its SubsidiariesClosing Date.

Taxes and Tax Returns. (a) Each of the Company TCF and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither TCF nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation in such jurisdictionfile any material Tax Return. Neither the Company nor any All material Taxes of TCF and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company TCF and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither TCF nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCF and its Subsidiaries for all years up to and including the tax year ended December 31, 2016 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 timely complied expired. No deficiency with all applicable information reporting requirements respect to a material amount of Taxes has been proposed, asserted or assessed against TCF or any of its Subsidiaries. There are no pending or threatened (in writing) disputes, claims, audits, examinations or other proceedings regarding any material Taxes of TCF and its Subsidiaries or the assets of TCF and its Subsidiaries. In the last six years, neither TCF nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that TCF or any of its Subsidiaries was required to file any Tax Return that was not filed. TCF 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 TCF or any of its Subsidiaries. Neither 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 TCF and its Subsidiaries). Neither TCF 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 TCF) or (B) has any liability for the Taxes of any person (other than TCF or any of its Subsidiaries) under Part IIITreasury Regulations Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCF nor any of Chapter 61 its Subsidiaries has been, within the past two years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the extent that Code. Neither TCF nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulations Section 1.6011-4(b)(1). At no time during the past five years has TCF been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of BCSB and the Company and its BCSB Subsidiaries has duly and timely filed filed, including all applicable extensions, all Tax Returns (as defined in subsection (c) below) required to have been be filed by it on or prior to the date hereof (of this Agreement, all such Tax Returns being accurate and complete in all material respects) , has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or made provisions for the payment of withheld and timely remitted all Taxes which have been incurred Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by any taxing authority on or prior to the date of this Agreement a Governmental Entity, other than Taxes that (i) Taxes which are not yet delinquent or are being contested in good faith and faith, which have not been finally determined determined, and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax Returns payments sufficient to avoid any underpayment penalties or Taxes as to which interest have been made by or on behalf of each of BCSB and the failure to file, pay or make provision for will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its BCSB Subsidiaries. Neither BCSB nor any of the BCSB Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect. There is are no outstanding disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or examination, deficiency assessmentor claims asserted, Tax investigation or refund litigation with respect to for Taxes of the Company upon BCSB or any of its the BCSB Subsidiaries, and no . No claim has been made by any authority a Governmental Entity in a jurisdiction where the Company BCSB or any of its the BCSB Subsidiaries does has not file filed Tax Returns such that the Company BCSB or any of its the BCSB Subsidiaries is or may be subject to taxation in such 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, BCSB or any of the BCSB Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of BCSB and the BCSB 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 BCSB or any of the BCSB Subsidiaries. Neither the Company BCSB nor any of its the BCSB 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 BCSB and the BCSB Subsidiaries. Neither BCSB nor any of the BCSB 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 BCSB, or (B) has any liability for the Taxes of any Person, other than BCSB or any of the BCSB Subsidiaries, under Treas. Reg. §1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither BCSB nor any of the BCSB Subsidiaries has executed an extension been, within the past two years or waiver otherwise as part of any statute a “plan” or series of limitations on related transactions, within the assessment or collection meaning of any Tax that is currently in effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 Section 355(e) of 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 Code, in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. No shares of BCSB Common Stock are owned by a Subsidiary of BCSB except for shares of BCSB Common Stock owned by trusts established in connection with BCSB Benefit Plans and by Baltimore County Savings Bank Foundation, Inc. BCSB is not and has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither BCSB, nor any of the BCSB 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 state Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither BCSB nor any of the BCSB Subsidiaries has engaged in a “reportable transaction”, as set forth in Treas. Reg. § 1.6011-4(b), or any transaction that is 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 “listed transaction”, as set forth in Treas. Reg. § 1.6011-4(b)(2). FNB has received complete copies of (i) all federal, state, local information reporting requirementsand foreign income or franchise Tax Returns of BCSB and the BCSB Subsidiaries relating to all taxable periods beginning on and after October 1, except 2009, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to BCSB or the BCSB Subsidiaries. Neither BCSB, any of the BCSB Subsidiaries nor FNB, as a successor to BCSB, will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the extent that a failure Closing Date, (ii) installment sale or open transaction disposition made on or prior to so comply will notthe Effective Time, individually (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of BCSB or any of the BCSB Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the aggregateCode, have a Material Adverse Effect or any corresponding or similar provision of state, local or foreign Law, for periods or portions thereof ending on or before the Company and its SubsidiariesClosing Date.

Taxes and Tax Returns. (a) Each of Flagstar and the Company and its Flagstar Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true and complete in all material respects. All material Taxes of Flagstar and the Flagstar Subsidiaries (whether or not shown on any Tax Returns) and has duly paid or made provisions for the payment of all Taxes which that are due 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 (i) Taxes which are not yet delinquent or are being contested in good faith fully and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effecttimely paid. Each of Flagstar and the Company and its Flagstar Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither Flagstar nor any of the Company and its Flagstar Subsidiaries has timely complied received any written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Flagstar and the Flagstar Subsidiaries or the assets of Flagstar and the Flagstar Subsidiaries. Neither Flagstar nor any of the Flagstar 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 Flagstar and the Flagstar Subsidiaries and other than customary provisions contained in commercial arrangements the primary subject of which is not Taxes and which effect is not material). Neither Flagstar nor any of the Flagstar Subsidiaries (i) 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 Flagstar), or (ii) has any liability for the Taxes of any person (other than Flagstar or any of the Flagstar Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise (other than pursuant to agreements not primarily related to Taxes and entered into in the ordinary course of Chapter 61 business consistent with past practice). Neither Flagstar nor any of the Flagstar Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Flagstar nor any of the Flagstar Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have a Material Adverse Effect on the Company and its Subsidiariesmeaning of Treasury Regulation Section 1.6011-4(b)(1).

Taxes and Tax Returns. (a) Each of the Company Columbia and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Columbia nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Columbia and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Columbia and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither Columbia nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Columbia and its Subsidiaries for all years to and including 2020 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has timely complied expired. Neither Columbia nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Columbia and its Subsidiaries or the assets of Columbia and its Subsidiaries. Columbia has made available to Umpqua 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 Columbia 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 Columbia and its Subsidiaries). Neither Columbia 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 Columbia) or (b) has any liability for the Taxes of any person (other than Columbia or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Columbia nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Columbia nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “listed transaction” within the aggregate, have meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has Columbia been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company United and its Subsidiaries has duly and timely filed or caused to be filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, and complete in all material respects. Neither United 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). All material Taxes of United and its Subsidiaries (whether or not shown on any Tax Returns) and has duly paid or made provisions for the payment of all Taxes which that are due 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 fully and timely paid other than (i) Taxes which are not yet delinquent or are being contested in good faith and for which adequate reserves have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 established on the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation financial statements of United in accordance with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effectGAAP. Each of the Company United and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither United nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of United and its Subsidiaries for all years prior to and including 2009 have been audited by the Internal Revenue Service (the “IRS”) or are closed by the applicable statute of limitations. Neither United nor any of its Subsidiaries has timely complied received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 United and its Subsidiaries or the assets of United and its Subsidiaries. United has made available to Rockville 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 United 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 United and its Subsidiaries). Neither United 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 United) or (B) has any liability for the Taxes of any person (other than United or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither United nor any of Chapter 61 its Subsidiaries has been, within the past two years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither United nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1), and similar applicable state and local information reporting requirements, except to or any “listed transaction” within the extent that meaning of Treasury Regulation Section 1.6011-4(b)(2). At no time during the past five years has United been a failure to so comply will not, individually or in United States real property holding corporation within the aggregate, have a Material Adverse Effect on meaning of Section 897(c)(2) of the Company and its SubsidiariesCode.

Taxes and Tax Returns. (a) Each of the Company Purchaser and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Purchaser nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company Purchaser nor any of its Subsidiaries has executed an granted any extension or waiver of the limitation period applicable to any statute of limitations on the assessment or collection of any material Tax that is currently remains in effect. All material Taxes of 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 timely paid all Taxes material 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, independent contractor, creditor, stockholder stockholder, independent contractor or other third partyparty and has complied with all information reporting regimes relating to Taxes in all material respects. Each The federal income Tax Returns of Purchaser and its Subsidiaries for all years to and including 2013 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither 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 Purchaser and its Subsidiaries or the assets of Purchaser and its Subsidiaries. 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 Purchaser and its Subsidiaries). Neither 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 Purchaser) or (B) has any liability for the Taxes of any person (other than Purchaser or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither Purchaser nor any of its Subsidiaries has timely complied with all applicable information reporting requirements under Part IIIbeen, Subchapter A within the past two (2) years or otherwise as part of Chapter 61 a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Purchaser nor any of its Subsidiaries has participated in or has been a failure material advisor with respect to so comply will not, individually or in a “listed transaction” within the aggregate, have meaning of Treasury Regulation section 1.6011-4(b)(2). At no time during the past five (5) years has Purchaser been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company NYCB and its NYCB Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true and complete in all material respects. All material Taxes of NYCB and NYCB Subsidiaries (whether or not shown on any Tax Returns) and has duly paid or made provisions for the payment of all Taxes which that are due 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 (i) Taxes which are not yet delinquent or are being contested in good faith fully and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effecttimely paid. Each of the Company NYCB and its NYCB Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither NYCB nor any of the Company and its NYCB Subsidiaries has timely complied received any written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 NYCB and NYCB Subsidiaries or the assets of NYCB and NYCB Subsidiaries. Neither NYCB nor any of 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 primary subject of which is not Taxes and which effect is not material). Neither NYCB nor any of the NYCB Subsidiaries (i) 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 NYCB), or (ii) has any liability for the Taxes of any person (other than NYCB or any of the NYCB Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise (other than pursuant to agreements not primarily related to Taxes and entered into in the ordinary course of Chapter 61 business consistent with past practice). Neither NYCB nor any of the NYCB Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither NYCB nor any of the NYCB Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have a Material Adverse Effect on the Company and its Subsidiariesmeaning of Treasury Regulation Section 1.6011-4(b)(1).

Taxes and Tax Returns. (a) Each of the Company Home and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns that were required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Home nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course of business). Neither the Company nor any All material Taxes of Home and its Subsidiaries has executed an extension (whether or waiver of not shown on any statute of limitations Tax Returns) that are due have been fully and timely paid other than Taxes that have been reserved or accrued on the assessment balance sheet of Home or collection of any Tax that its Subsidiaries or which Home and/or its Subsidiaries is currently contesting in effectgood faith. Each of the Company Home and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither Home nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Home and its Subsidiaries for all years to and including 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 law, after giving effect to extensions or waivers, has timely complied expired. Neither Home nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements any Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any Tax of Home and its Subsidiaries or the assets of 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 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 Home and its Subsidiaries). Neither Home nor any of its Subsidiaries (i) 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 Home) or (ii) has any liability for the Taxes of any person (other than Home or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Home nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither 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 similar applicable state and local information reporting requirementsneither Home nor any of its Subsidiaries has been notified of, except or to the extent knowledge of Home or its Subsidiaries has participated in, a transaction that is described as a failure “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Home been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. 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 so comply exist that might prevent or impede the Merger from qualifying as a 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 not, individually or in the aggregate, have a Material Adverse Effect on the Company and affect its Subsidiariesliability for Taxes.

Taxes and Tax Returns. (a) Each of the Company Parent and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no No written claim has ever been made by any an authority in a jurisdiction where the Company Parent or any of its Subsidiaries does not file Tax Returns that the Company it is or any of its Subsidiaries is may be subject to taxation in such jurisdictionby that jurisdiction for which a material tax would be expected to be due. Neither the Company nor any All material Taxes of Parent and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Parent and its Subsidiaries has withheld and timely paid all Taxes material taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder shareholder, independent contractor or other third party. Each The federal income Tax Returns of the Company Parent and its Subsidiaries for all years to and including 2013 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has timely complied expired. Neither Parent nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements any material amount of Taxes 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 Parent and its Subsidiaries or the assets of Parent and its Subsidiaries. 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 Parent and its Subsidiaries). Neither 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 Parent) or (B) has any liability for the Taxes of any person (other than Parent or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Parent nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither Parent nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(2). Neither Parent nor any of its Subsidiaries will be required, and 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 applicable state and local information reporting requirementsprovision of state, except to local, or foreign Law) in taxable income for any taxable period beginning on or after the extent that Closing Date. At no time during the past five (5) years has Parent been a failure to so comply will not, individually or in United States real property holding corporation within the aggregate, have a Material Adverse Effect on meaning of Section 897(c)(2) of the Company and its SubsidiariesCode.

Taxes and Tax Returns. (a) Each of the Company Parent and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Parent nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Parent and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Parent and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither Parent nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Parent and its Subsidiaries for all years to and including 2017 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has timely complied expired. Neither Parent nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Parent and its Subsidiaries or the assets of Parent and 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 Parent and its Subsidiaries). Neither 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 is or was Parent) or (b) has any liability for the Taxes of any person (other than Parent or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Parent nor any of Chapter 61 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 Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Parent nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five (5) years has Parent been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company Old National and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Old National nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Old National and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Old National and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither Old National nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Old National and its Subsidiaries for all years to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has timely complied expired. Neither Old National nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Old National and its Subsidiaries or the assets of 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 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 Old National and its Subsidiaries). Neither Old National 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 Old National) or (b) has any liability for the Taxes of any person (other than Old National or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Old National nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Old National nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Old National been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. Except as set forth on SCHEDULE 3.1.9, all material federal, state, local and foreign tax returns, reports, statements and other similar filings required to be filed by Seller (athe "TAX RETURNS") Each with respect to any federal, state, local or foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the Company and its Subsidiaries has duly and United States or any state or political subdivision thereof or any foreign country or political subdivision thereof) (the "TAXES"), have been timely filed (taking extensions into account) with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to have been be filed by it on or prior to the date hereof (and all such Tax Returns being accurate and complete in all material respects) and has duly paid or made provisions materially reflect the liabilities of Seller for Taxes for the payment of all Taxes periods, property or events covered thereby. All Taxes, including without limitation those which have been incurred are called for by the Tax Returns or are due heretofore or hereafter claimed to be due from it by any taxing authority from Seller, have been properly accrued or paid (or, in the case of any contested taxes, Seller has established an adequate reserve) and the amount of accruals for Taxes recorded by Seller on its books is adequate to cover the Tax liabilities of Seller. Seller has not received any notice of assessment or prior proposed assessment in connection with any Tax Returns and to the date Seller's knowledge there are no pending tax examinations of this Agreement other than (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company tax claims asserted against Seller or any of its Subsidiariesthe Purchased Assets. Seller has not extended, and no claim has been made by any authority in a jurisdiction where or waived the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of application of, any statute of limitations on of any jurisdiction regarding the assessment or collection of any Tax that is currently in effectTaxes. Each There are no tax liens (other than any lien for current Taxes not yet due and payable) on any of the Company Purchased Assets. Seller has no knowledge of any basis for any additional assessment of any Taxes. Seller has made all deposits required by law to be made by it with respect to employees' withholding and its Subsidiaries has withheld and timely paid all other employment Taxes, including without limitation the portion of such deposits relating to Taxes required imposed upon Seller. Except as set forth on Schedule 3.1.9, no sales, transfer or similar taxes are payable to have been withheld the State of Texas or, to Seller's knowledge, in any other jurisdiction in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Each the sale of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code, and similar applicable state and local information reporting requirements, except to the extent that a failure to so comply will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its SubsidiariesPurchased Assets.

Taxes and Tax Returns. (a) Each of the Company SunTrust and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither SunTrust nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of SunTrust and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company SunTrust and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither SunTrust nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. Neither 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 SunTrust and its Subsidiaries or the assets of SunTrust and its Subsidiaries. Neither 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 SunTrust and its Subsidiaries). Neither SunTrust nor any of its Subsidiaries (A) has timely complied with all applicable information reporting requirements 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 SunTrust) or (B) has any liability for the Taxes of any person (other than SunTrust or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither SunTrust nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither SunTrust nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has SunTrust been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company HRB and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither HRB nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of HRB and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company HRB and its Subsidiaries has withheld and timely paid all Taxes material taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder shareholder, independent contractor or other third party. Each Neither HRB nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of HRB and its Subsidiaries for all years to and including 2008 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has timely complied expired. Neither HRB nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 HRB and its Subsidiaries or the assets of 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 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 HRB and its Subsidiaries). Neither 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 HRB) or (B) has any liability for the Taxes of any person (other than HRB or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither HRB nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither HRB nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five (5) years has HRB been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of FNB and the Company and its FNB Subsidiaries has duly and timely filed filed, including all applicable extensions, all income and other material Tax Returns required to have been be filed by it on or prior to the date hereof (of this Agreement, all such Tax Returns being accurate and complete in all material respects) , has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or made provisions for the payment of withheld and timely remitted all Taxes which have been incurred material Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by any taxing authority on or prior to the date of this Agreement a Governmental Entity, other than Taxes that (i) Taxes which are not yet delinquent or are being contested in good faith and faith, which have not been finally determined determined, and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax Returns payments sufficient to avoid any underpayment penalties or Taxes as to which the failure to file, pay interest have been made by or make provision for will not, individually or in the aggregate, have a Material Adverse Effect on the Company behalf of each of FNB and its Subsidiaries. Neither FNB nor any of the FNB Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect. There is are no outstanding disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or examination, deficiency assessmentor claims asserted, Tax investigation for Taxes upon FNB or refund litigation with respect to Taxes any of the Company FNB Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where FNB or any of the FNB Subsidiaries has not filed Tax Returns such that FNB or any of the FNB 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, FNB 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 FNB 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 FNB or any of its Subsidiaries. There are no Liens for Taxes, other than statutory liens for Taxes not yet due and no claim has been made by payable, upon any authority in a jurisdiction where of the Company assets of FNB or any of its the FNB Subsidiaries. Neither FNB nor any of the FNB Subsidiaries does not file is a party to or is bound by any Tax Returns that sharing, allocation or indemnification agreement or arrangement, other than such an agreement or arrangement exclusively between or among FNB and the Company FNB Subsidiaries. Neither FNB nor any of the FNB 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 FNB, or (B) has any liability for the Taxes of any Person, other than FNB or any of its Subsidiaries is subject to taxation in such jurisdictionthe FNB Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither the Company FNB nor any of the FNB Subsidiaries has been, during the two-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 Code in a distribution of stock intended to be governed in whole or in part by Sections 355 of the Code. FNB is not and has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither FNB, its Subsidiaries nor any other Person on their behalf has executed an extension or waiver 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 statute of limitations on the assessment them with any Governmental Entity, relating to Taxes, including any IRS private letter rulings or collection comparable rulings of any Tax 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 FNB nor any of the FNB Subsidiaries has engaged in any transaction that is currently in effect. Each the same as or substantially similar to one of the Company 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 “listed transaction,” as set forth in Treas. Reg. § 1.6011-4(b)(2). FNB has made available to YDKN complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of FNB and its Subsidiaries has withheld relating to the taxable periods beginning on and timely paid all after January 1, 2012, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to FNB or its Subsidiaries. Neither FNB, nor any of the FNB Subsidiaries will be required to have been withheld include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of any (i) change in connection with amounts paid method of accounting for a taxable period ending on or owing 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 employee, independent contractor, creditor, stockholder excess loss account of FNB or other third party. Each any of the Company and its FNB Subsidiaries has timely complied with all applicable information reporting requirements for periods or portions of periods described in Treasury Regulations under Part III, Subchapter A of Chapter 61 Section 1502 of the Code, and or any corresponding or similar applicable state and provision of state, local information reporting requirementsor foreign Law, except for periods, or portions thereof, ending on or before the Closing Date. Neither FNB nor any of the FNB Subsidiaries has taken any action, or knows of any fact or circumstance, that could reasonably be expected to prevent the extent that a failure to so comply will not, individually or in Merger from qualifying for the aggregate, have a Material Adverse Effect on the Company and its SubsidiariesIntended Tax Treatment.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver is the beneficiary of any statute extension of limitations time within which to file any material Tax Return. All material Taxes of Company and its Subsidiaries (whether or not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither 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 Company and its Subsidiaries for all years up to and including 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 law, after giving effect to extensions or waivers, has timely complied expired. No deficiency with all applicable information reporting requirements under Part IIIrespect to a material amount of Taxes has been proposed, Subchapter A asserted or assessed against Company or any of Chapter 61 its Subsidiaries. There are no pending or threatened (in writing) disputes, claims, audits, examinations or other proceedings regarding any material Taxes of Company and its Subsidiaries or the Code, and similar applicable state and local information reporting requirements, except to the extent that a failure to so comply will not, individually or in the aggregate, have a Material Adverse Effect on the assets of Company and its Subsidiaries. In the last six years, neither Company nor any of its Subsidiaries has been informed in writing by any jurisdiction that the jurisdiction believes that Company or any of its Subsidiaries was required to file any Tax Return that was not filed. 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 years. There are no Liens for material Taxes (except Taxes not yet due and payable) on any of the assets of Company or any of its Subsidiaries. Neither 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 Company and its Subsidiaries). Neither 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 Company) or (B) has any liability for the Taxes of any person (other than Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither Company nor any of its Subsidiaries has been, within the past two years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Mergers are also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. Neither Company nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(1). At no time during the past five years has Company been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company PACW and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither PACW nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of PACW and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company PACW and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither PACW nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of PACW and its Subsidiaries for all years to and including 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 law, after giving effect to extensions or waivers, has timely complied expired. Neither PACW nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 PACW and its Subsidiaries or the assets of PACW and its Subsidiaries. Neither 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 PACW and its Subsidiaries). Neither PACW nor any of its Subsidiaries (i) 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 PACW) or (ii) has any liability for the Taxes of any person (other than PACW or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of any Law), Subchapter A as a transferee or successor, by contract or otherwise. Neither PACW nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither PACW nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “listed transaction” within the aggregate, have meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has PACW been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company HopFed and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither HopFed nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course of business). Neither the Company nor any All material Taxes of HopFed and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company HopFed and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither HopFed nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. Except as set forth on Section 3.10(a) of the HopFed Disclosure Schedule, the federal income Tax Returns of HopFed and its Subsidiaries for all years to and including 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 law, after giving effect to extensions or waivers, has timely complied expired. Neither HopFed nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 HopFed and its Subsidiaries or the assets of 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 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 HopFed and its Subsidiaries). Neither 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 HopFed) or (B) has any liability for the Taxes of any person (other than HopFed or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither HopFed nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither HopFed nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five (5) years has HopFed been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company Xxxxxx Valley and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Xxxxxx Valley nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Xxxxxx Valley and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Xxxxxx Valley and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither Xxxxxx Valley nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. Except as set forth on Section 3.10(a) of the Xxxxxx Valley Disclosure Schedule, the federal income Tax Returns of Xxxxxx Valley and its Subsidiaries for all years to and including 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 law, after giving effect to extensions or waivers, has timely complied expired. Neither Xxxxxx Valley nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Xxxxxx Valley and its Subsidiaries or the assets of Xxxxxx Valley and its Subsidiaries. Xxxxxx Valley 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 years. Neither Xxxxxx Valley 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 Xxxxxx Valley and its Subsidiaries). Neither Xxxxxx Valley 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 Xxxxxx Valley) or (B) has any liability for the Taxes of any person (other than Xxxxxx Valley or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Xxxxxx Valley nor any of Chapter 61 its Subsidiaries has been, within the past two years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Xxxxxx Valley nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five years has Xxxxxx Valley been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company Jefferson and its Subsidiaries has duly and timely filed (including all applicable extensions) all Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Jefferson nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All Taxes of Jefferson and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Jefferson and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder shareholder, independent contractor or other third party. Each Neither Jefferson nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any Tax that remains in effect. The federal income Tax Returns of Jefferson and its Subsidiaries for all years to and including 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 law, after giving effect to extensions or waivers, has timely complied expired. Neither Jefferson nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements any Taxes, and there are no threatened or pending disputes, claims, audits, examinations or other proceedings regarding any Tax of Jefferson and its Subsidiaries or the assets of 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 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 Jefferson and its Subsidiaries). Neither 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 Jefferson) or (B) has any liability for the Taxes of any person or entity (other than Jefferson or any of its Subsidiaries) under Part IIIU.S. Department of the Treasury (“Treasury”) Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Jefferson nor any of Chapter 61 its Subsidiaries has been, within the past two years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Jefferson nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five years has Jefferson been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company FNB and its Subsidiaries has duly and timely filed filed, including all applicable extensions, all Tax Returns required to have been be filed by it on or prior to the date hereof (of this Agreement, all such Tax Returns being accurate and complete in all material respects) , has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or made provisions for the payment of withheld and timely remitted all Taxes which have been incurred Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by any taxing authority on or prior to the date of this Agreement a Governmental Entity other than Taxes that (i) Taxes which are not yet delinquent or are being contested in good faith and faith, which have not been finally determined determined, and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) have been adequately reserved against in accordance with GAAP on FNB’s most recent consolidated financial statements. All required estimated Tax Returns payments sufficient to avoid any underpayment penalties or Taxes as to which the failure to file, pay interest have been made by or make provision for will not, individually or in the aggregate, have a Material Adverse Effect on the Company behalf of each of FNB and its Subsidiaries. Neither FNB nor any of its Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect. There is are no outstanding disputes, audits, examinations or proceedings in progress or pending, including any notice received of an intent to conduct an audit or examination, or claims asserted, for Taxes upon FNB or any of its Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where the FNB or any of its Subsidiaries has not filed Tax Returns such that FNB 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 Tax Returns of, or including, FNB 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 FNB and its Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency assessmentin 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 FNB or any of its Subsidiaries. Neither FNB nor any of its Subsidiaries is a party to or is bound by any Tax investigation sharing, allocation or refund litigation with respect to indemnification agreement or arrangement, other than such an agreement or arrangement exclusively between or among FNB and its Subsidiaries. Neither FNB 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 FNB, or (B) has any liability for the Taxes of the Company any Person, other than FNB or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company under Treas. Reg. §1.1502-6, or any similar provision of its Subsidiaries does not file Tax Returns that the Company state, local or any of its Subsidiaries is subject to taxation in such jurisdictionforeign law, or as a transferee or successor, by contract or otherwise. Neither the Company FNB nor any of its Subsidiaries has executed an extension been, within the past two years or waiver otherwise as part of any statute a “plan, or series of limitations on related transactions”, within the assessment or collection meaning of any Tax that is currently in effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 Section 355(e) of 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 Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. No share of FNB Common Stock is owned by a Subsidiary of FNB. FNB is not and has not been a “United States real property holding 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. Neither FNB, 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 Taxing Authority, relating to Taxes, including any IRS private letter rulings or comparable rulings of any Taxing Authority and closing agreements pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of any applicable state law, which rulings or agreements would have a continuing effect after the Effective Time. Neither FNB 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 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 “listed transaction,” as set forth in Treas. Reg. §1.6011-4(b)(2). CBI has received complete copies of (i) all federal, state, local information reporting requirements, except and foreign income or franchise Tax Returns of FNB and its Subsidiaries relating to the extent that a failure taxable periods beginning January 1, 2008 or later and (ii) any audit report issued within the last three years relating to so comply will not, individually any Taxes due from or in the aggregate, have a Material Adverse Effect on the Company and with respect to FNB or its Subsidiaries. Neither FNB, nor any of its Subsidiaries will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period, or portion thereof, ending after the Closing Date as a result of any (i) 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 FNB 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.

Taxes and Tax Returns. (a) Each of the Company Rockville and its Subsidiaries has duly and timely filed or caused to be filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, and complete in all material respects. Neither 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). All material Taxes of Rockville and its Subsidiaries (whether or not shown on any Tax Returns) and has duly paid or made provisions for the payment of all Taxes which that are due 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 fully and timely paid other than (i) Taxes which are not yet delinquent or are being contested in good faith and for which adequate reserves have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 established on the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation financial statements of Rockville in accordance with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effectGAAP. Each of the Company Rockville and its Subsidiaries has withheld and timely paid all Taxes material taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder shareholder, independent contractor or other third party. Each Neither Rockville nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Rockville and its Subsidiaries for all years prior to and including 2009 have been audited by the IRS or are closed by the applicable statute of limitations. Neither Rockville nor any of its Subsidiaries has timely complied received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Rockville and its Subsidiaries or the assets of 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 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 Rockville and its Subsidiaries). Neither 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 Rockville) or (B) has any liability for the Taxes of any person (other than Rockville or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Rockville nor any of Chapter 61 its Subsidiaries has been, within the past two years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither Rockville nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1), and similar applicable state and local information reporting requirements, except to or any “listed transaction” within the extent that meaning of Treasury Regulation Section 1.6011-4(b)(2). At no time during the past five years has Rockville been a failure to so comply will not, individually or in United States real property holding corporation within the aggregate, have a Material Adverse Effect on meaning of Section 897(c)(2) of the Company and its SubsidiariesCode.

Taxes and Tax Returns. (a) Each of Merchants and each Merchants Subsidiary have duly filed (and until the Company Effective Time will so file) all returns, declarations, reports, information returns and its Subsidiaries has duly and timely filed all Tax Returns statements ("Returns") required to have been be filed by it on them in respect of any federal, state and local taxes (including withholding taxes, penalties or prior to the date hereof (all such Tax Returns being accurate and complete in all material respectsother payments required) and except as set forth in the Merchants Disclosure Schedule, each has duly paid or made provisions for (and until the payment of Effective Time will so pay) all Taxes which have been incurred or are such taxes shown as due or claimed to be due from it by any taxing authority on or prior to the date of this Agreement such returns, other than (i) Taxes taxes or other charges which are not yet delinquent or are being contested in good faith (and disclosed to Valley in writing). Merchants and each Merchants Subsidiary have established (and until the Effective Time will establish) on their books and records reserves for the payment of all federal, state and local taxes not yet due and payable, but incurred in respect of Merchants or any Merchants Subsidiary through such date, which reserves are adequate for such purposes. To the knowledge of Merchants, except as set forth in the Merchants Disclosure Schedule, the federal income tax returns of Merchants and its Subsidiaries have been examined by the Internal Revenue Service (the "IRS") (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been finally determined resolved and are listed paid in Section 4.15(a) full. To the knowledge of Merchants, except as set forth in the Merchants Disclosure Schedule, or (ii) 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 the Company applicable state income and local tax returns of Merchants and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation Subsidiaries have been examined by the applicable authorities (or refund litigation with respect are closed to Taxes examination due to the expiration of the Company statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the knowledge of Merchants, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, taxes or assessments upon Merchants or any of its Subsidiaries, and no claim nor except as set forth in the Merchants Disclosure Schedule, has been made by any authority in a jurisdiction where the Company Merchants or any of its Subsidiaries does not file Tax Returns that given any currently outstanding waivers or comparable consents regarding the Company or any application of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or owing respect to any employee, independent contractor, creditor, stockholder taxes or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code, and similar applicable state and local information reporting requirements, except to the extent that a failure to so comply will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its SubsidiariesReturns.

Taxes and Tax Returns. (a) Each of the Company TCF and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither TCF nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of TCF and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company TCF and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither TCF nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. Except as set forth on Section 3.10(a) of the TCF Disclosure Schedule, the federal income Tax Returns of TCF and its Subsidiaries for all years to and including 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 timely complied expired. Neither TCF nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 TCF and its Subsidiaries or the assets of 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 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 TCF and its Subsidiaries). Neither TCF nor any of its Subsidiaries (i) 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 TCF) or (ii) has any liability for the Taxes of any person (other than TCF or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCF nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither TCF nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five (5) years has TCF been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company FirstMerit and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither FirstMerit nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation in such jurisdictionfile any material Tax Return. Neither the Company nor any All material Taxes of FirstMerit and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company FirstMerit and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither FirstMerit nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of FirstMerit and its Subsidiaries for all years up to and including 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 law, after giving effect to extensions or waivers, has timely complied expired. No deficiency with all applicable information reporting requirements respect to a material amount of Taxes has been proposed, asserted or assessed against FirstMerit or any of its Subsidiaries. There are no pending or threatened (in writing) disputes, claims, audits, examinations or other proceedings regarding any material Taxes of FirstMerit and its Subsidiaries or the assets of 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 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 FirstMerit and its Subsidiaries). Neither 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 FirstMerit) or (B) has any liability for the Taxes of any person (other than FirstMerit or any of its Subsidiaries) under Part IIITreasury Regulations Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither FirstMerit nor any of Chapter 61 its Subsidiaries has been, within the past two years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Mergers are also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the extent that Code. Neither FirstMerit nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulations Section 1.6011-4(b)(1). At no time during the past five years has FirstMerit been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company Buyer and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Buyer nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe Ordinary Course). Neither the Company nor any All material Taxes of Buyer and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Buyer and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each The accrual for Taxes on the most recent balance sheet of the Company Buyer would be adequate to pay all Tax liabilities of Buyer and its Subsidiaries if its current tax year were treated as ending on the Closing Date. There are no liens with respect to Taxes upon any asset of Buyer or any of its Subsidiaries other than liens for Taxes not yet due and payable. Neither Buyer nor any of its Subsidiaries is required to make any adjustment pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign Tax law by reason of any change in any accounting methods, and will not be required to make such an adjustment as a result of the transactions contemplated by this Agreement, and there is no application pending with any governmental authority requesting permission for any changes in any of accounting methods of the Buyer or any of its Subsidiaries for Tax purposes. Neither Buyer nor any of its Subsidiaries has timely complied received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Buyer and its Subsidiaries or the assets of Buyer and its Subsidiaries. Neither Buyer nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement. Neither Buyer nor any of its Subsidiaries (i) has been a member of an affiliated group filing a (other than either an agreement or arrangement exclusively between or among Buyer and its Subsidiaries or a commercial Tax indemnity in a contract the primary purpose of which is not Taxes) consolidated federal income Tax Return for which the statute of limitations is open (other than a group the common parent of which was Buyer) or (ii) has any liability for the Taxes of any person (other than Buyer or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Buyer nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Buyer nor any of its Subsidiaries has participated in a failure to so comply will not, individually “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1) or any “tax shelter” within the meaning of Section 6662 of the Code. At no time during the time period specified in Section 897(c)(1)(A)(ii) of the aggregate, have Code has Buyer been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of YDKN and the Company and its YDKN Subsidiaries has duly and timely filed filed, including all applicable extensions, all income and other material Tax Returns required to have been be filed by it on or prior to the date hereof (of this Agreement, all such Tax Returns being accurate and complete in all material respects) , has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or made provisions for the payment of withheld and timely remitted all Taxes which have been incurred material Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by any taxing authority on or prior to the date of this Agreement a Governmental Entity, other than Taxes that (i) Taxes which are not yet delinquent or are being contested in good faith and faith, which have not been finally determined determined, and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax Returns payments sufficient to avoid any underpayment penalties or Taxes as to which interest have been made by or on behalf of each of YDKN and the failure to file, pay or make provision for will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its YDKN Subsidiaries. Neither YDKN nor any of the YDKN Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect. There is are no outstanding disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or examination, deficiency assessmentor claims asserted, Tax investigation or refund litigation with respect to for Taxes of the Company upon YDKN or any of its the YDKN Subsidiaries, and no . No claim has been made by any authority a Governmental Entity in a jurisdiction where the Company YDKN or any of its the YDKN Subsidiaries does has not file filed Tax Returns such that the Company YDKN or any of its the YDKN Subsidiaries is or may be subject to taxation in such 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, YDKN or any of the YDKN Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of YDKN and the YDKN 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 YDKN or any of the YDKN Subsidiaries. Neither the Company YDKN nor any of its the YDKN 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 YDKN and the YDKN Subsidiaries. Neither YDKN nor any of the YDKN 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 YDKN, or (B) has any liability for the Taxes of any Person, other than YDKN or any of the YDKN Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither YDKN nor any of the YDKN Subsidiaries has been, during the two-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 Code in a distribution of stock intended to be governed in whole or in part by Sections 355 of the Code. YDKN is not and has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither YDKN, nor any of the YDKN Subsidiaries or any other Person on their behalf has executed an extension or waiver 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 statute of limitations on them with any Governmental Entity, relating to Taxes, including any private letter rulings of the assessment U.S. Internal Revenue Service (“IRS”) or collection comparable rulings of any Tax 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 YDKN nor any of the YDKN Subsidiaries has engaged in any transaction that is currently in effect. Each the same as or substantially similar to one of the Company types of transactions that the U.S. Internal Revenue Service (“IRS”) has determined to be a tax avoidance transaction and its identified by notice, regulation or other form of published guidance as a “listed transaction”, as set forth in Treas. Reg. § 1.6011-4(b)(2). YDKN has made available to FNB complete copies of (i) all federal, state, local and foreign income or franchise Tax Returns of YDKN and the YDKN Subsidiaries has withheld relating to all taxable periods beginning on and timely paid all after January 1, 2012, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to YDKN or the YDKN Subsidiaries. Neither YDKN, any of the YDKN Subsidiaries nor FNB, as a successor to YDKN, will be required to have been withheld include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of any (i) change in connection with amounts paid method of accounting for a taxable period ending on or owing 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 employee, independent contractor, creditor, stockholder excess loss account of YDKN or other third party. Each any of the Company and its YDKN Subsidiaries has timely complied with all applicable information reporting requirements for periods or portions of periods described in Treasury Regulations under Part III, Subchapter A of Chapter 61 Section 1502 of the Code, and or any corresponding or similar applicable state and provision of state, local information reporting requirementsor foreign Law, except for periods or portions thereof ending on or before the Closing Date. Neither YDKN nor any of the YDKN Subsidiaries has taken any action, or knows of any fact or circumstance, that could reasonably be expected to prevent the extent that a failure to so comply will not, individually or in Merger from qualifying for the aggregate, have a Material Adverse Effect on the Company and its SubsidiariesIntended Tax Treatment.

Taxes and Tax Returns. (a) Each of KTYB and the Company and its KTYB Subsidiaries has duly and timely filed (taking into account all applicable extensions) all federal and state Tax Returns, and all other material Tax Returns, in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to it, and all the date hereof (all such Tax Returns being accurate are true, correct and complete in all material respects) and has duly paid . Neither KTYB nor any of the KTYB Subsidiaries is the beneficiary of any extension of time within which to file any federal or made provisions for the payment of all Taxes which have been incurred state Tax Return or are due or claimed to be due from it by any taxing authority on or prior to the date of this Agreement other material Tax Return (other than (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) Tax Returns or Taxes as extensions to which the failure to file, pay or make provision for will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that obtained in the Company ordinary course, consistent with past practices). All federal and state Taxes and all other material Taxes of KTYB and the KTYB Subsidiaries (whether or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of KTYB and the Company and its KTYB Subsidiaries has withheld and timely paid all federal and state Taxes and all other material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder shareholder, independent contractor or other third party. Each The balance sheet for KTYB and the KTYB Subsidiaries reflects all liability for unpaid federal and state Taxes and other material unpaid Taxes of KTYB and the KTYB Subsidiaries for periods (or portions of periods) through the date of such balance sheet. Except as may be disclosed in Section 3.10 of the Company and its KTYB Disclosure Schedule, neither KTYB nor any of the KTYB Subsidiaries has timely complied granted any extension or waiver of the limitation period applicable to any federal or state Tax or other material Tax that remains in effect. The federal income Tax Returns of KTYB and the KTYB Subsidiaries for all years to and including 2016 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with all respect to which the applicable information reporting requirements period for assessment under Part IIIapplicable law, Subchapter A after giving effect to extensions or waivers, has expired. Neither KTYB nor any of Chapter 61 the KTYB Subsidiaries has received written notice of assessment or proposed assessment in connection with any Taxes, and there are no pending or, to the knowledge of KTYB, threatened, disputes, claims, audits, examinations or other proceedings regarding any federal or state Tax or other material Tax of KTYB and the KTYB Subsidiaries or the assets of KTYB and the KTYB Subsidiaries. KTYB has made available to SYBT 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 KTYB nor any of the KTYB Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than an agreement or arrangement exclusively between or among KTYB and the KTYB Subsidiaries). Neither KTYB nor any of the KTYB Subsidiaries (i) 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 KTYB) or (ii) has any liability for the Taxes of any person (other than KTYB or any of the KTYB Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither KTYB nor any of the KTYB 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 Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither KTYB nor any of the KTYB Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five (5) years has KTYB been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company FNB and its Subsidiaries has duly and timely filed filed, including all applicable extensions, all Tax Returns required to have been be filed by it on or prior to the date hereof (of this Agreement, all such Tax Returns being accurate and complete in all material respects) , has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or made provisions for the payment of withheld and timely remitted all Taxes which have been incurred Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by any taxing authority on or prior to the date of this Agreement a Governmental Entity, other than Taxes that (i) Taxes which are not yet delinquent or are being contested in good faith and faith, which have not been finally determined determined, and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) have been adequately reserved against in accordance with GAAP on FNB’s most recent consolidated financial statements. All required estimated Tax Returns payments sufficient to avoid any underpayment penalties or Taxes as to which the failure to file, pay interest have been made by or make provision for will not, individually or in the aggregate, have a Material Adverse Effect on the Company behalf of each of FNB and its Subsidiaries. Neither FNB nor any of its Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect. There is are no outstanding disputes, audits, examinations or proceedings in progress or pending, including any notice received of an intent to conduct an audit or examination, or claims asserted, for Taxes upon FNB or any of its Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where FNB or any of its Subsidiaries has not filed Tax Returns such that FNB 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 Tax Returns of, or including, FNB 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 FNB and its Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency assessmentin respect of such Governmental Entity for any taxable period or portion thereof ending after the Closing Date. There are no Liens for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of FNB or any of its Subsidiaries. Neither FNB nor any of its Subsidiaries is a party to or is bound by any Tax investigation sharing, allocation or refund litigation with respect to indemnification agreement or arrangement, other than such an agreement or arrangement exclusively between or among FNB and its Subsidiaries. Neither FNB 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 FNB, or (B) has any liability for the Taxes of the Company any Person, other than FNB or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company under Treas. Reg. §1.1502-6, or any similar provision of its Subsidiaries does not file Tax Returns that the Company state, local or any of its Subsidiaries is subject to taxation in such jurisdictionforeign Law, or as a transferee or successor, by contract or otherwise. Neither the Company FNB nor any of its Subsidiaries has executed an extension been, within the past two years or waiver otherwise as part of any statute a “plan, or series of limitations on related transactions”, within the assessment or collection meaning of any Tax that is currently in effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 Section 355(e) of 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 Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. No share of FNB Common Stock is owned by a Subsidiary of FNB. FNB is not and has not been a “United States real property holding 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. Neither FNB, 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 IRS private letter rulings 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 state Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither FNB 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 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 “listed transaction,” as set forth in Treas. Reg. §1.6011-4(b)(2). ANNB has received complete copies of (i) all federal, state, local information reporting requirements, except and foreign income or franchise Tax Returns of FNB and its Subsidiaries relating to the extent that a failure taxable periods beginning on and after January 1, 2009, and (ii) any audit report issued within the last three years relating to so comply will not, individually any Taxes due from or in the aggregate, have a Material Adverse Effect on the Company and with respect to FNB or its Subsidiaries. Neither FNB, nor any of its Subsidiaries will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period, or portion thereof, ending after the Closing Date as a result of any (i) 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 FNB 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.

Taxes and Tax Returns. (a) Each of the Company Umpqua and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Umpqua nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Umpqua and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Umpqua and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither Umpqua nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Umpqua and its Subsidiaries for all years to and including 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 law, after giving effect to extensions or waivers, has timely complied expired. Neither Umpqua nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Umpqua and its Subsidiaries or the assets of 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 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 Umpqua and its Subsidiaries). Neither Umpqua 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 Umpqua) or (b) has any liability for the Taxes of any person (other than Umpqua or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Umpqua nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Umpqua nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “listed transaction” within the aggregate, have meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has Umpqua been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

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 Parent: Each of the Company Parent and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Scheduletrue, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiariescorrect, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or complete. Neither Parent nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation in such jurisdictionfile any Tax Return. Neither the Company nor any All Taxes of Parent and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Parent and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder stockholder, independent contractor or other third party. Each The federal income Tax Returns of the Company Parent and its Subsidiaries for all years up to and including December 31, 2015 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has timely complied expired. No deficiency with all applicable information reporting requirements respect to an amount of Taxes has been proposed, asserted or assessed against Parent or any of its Subsidiaries. There are no pending or threatened in writing disputes, claims, audits, examinations or other proceedings regarding any Taxes of Parent and its Subsidiaries or the assets of Parent and its Subsidiaries. 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 Parent and its Subsidiaries). Neither Parent nor any of its Subsidiaries (A) has been a member of an affiliated group filing a consolidated, combined, unitary or similar income Tax Return (other than a group the common parent of which was Parent or a Subsidiary of Parent) or (B) has any liability for the Taxes of any person (other than Parent or any of its Subsidiaries) under Part IIITreasury Regulations Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign Law), as a transferee or successor, by contract or otherwise. Neither Parent nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. Neither Parent nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). At no time during the past five (5) years has Parent been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. Neither Parent nor any of its Subsidiaries will be required to include any material item of income in, and or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any (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 applicable state and provision of state, local information reporting requirementsor foreign Law), except (iv) installment sale or open transaction disposition made on or prior to the extent that a failure Closing Date, (v) prepaid amount received on or prior to so comply will notthe 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, individually local or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiariesforeign Law).

Taxes and Tax Returns. (a) Each of the Company First Horizon and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither First Horizon nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of First Horizon and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company First Horizon and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither First Horizon nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect (other than extension or waiver granted in the ordinary course of business). Neither 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 First Horizon and its Subsidiaries or the assets of First Horizon and its Subsidiaries. Neither 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 First Horizon and its Subsidiaries). Since January 1, 2013, neither First Horizon nor any of its Subsidiaries (A) has timely complied 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 First Horizon), or (B) has any liability for the Taxes of any person (other than First Horizon or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise (other than pursuant to agreements not primarily related to Taxes and entered into in the ordinary course of business consistent with all applicable information reporting requirements under Part IIIpast practice). Neither First Horizon nor any of its Subsidiaries has been, Subchapter A within the past two (2) years or otherwise as part of Chapter 61 a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither First Horizon nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have a Material Adverse Effect on the Company and its Subsidiariesmeaning of Treasury Regulation Section 1.6011-4(b)(1).

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries CTS has duly and timely filed filed, or caused to be timely filed, all material Tax Returns required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, complete and complete correct in all material respects) , and has duly paid timely paid, collected or made provisions withheld, or caused to be paid, collected or withheld, all material amounts of Taxes required to be paid, collected or withheld, other than such Taxes for the payment of all Taxes which adequate reserves in CTS Financial Statements 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 (i) Taxes established and which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed as identified in Section 4.15(a) 3.15 of the Disclosure ScheduleSchedules. Except as set forth in Section 3.15 of the Disclosure Schedules, there are no material claims or assessments pending against CTS (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation CTS Shareholder with respect to Taxes CTS) for any alleged deficiency in any Tax, and CTS has not been notified in writing of any proposed Tax claims or assessments against CTS (or the CTS Shareholder with respect to CTS) (other than in each case, claims or assessments for which adequate reserves in the Financial Statements have been established and which are being contested in good faith and as identified in Section 3.15 of the Company Disclosure Schedules or claims or assessments which are immaterial in amount). Neither CTS nor the CTS Shareholder with respect to CTS has executed any waivers or extensions of its Subsidiaries, any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by CTS (or the CTS Shareholder with respect to CTS) for any extension of time within which to file any material Tax Return or within which to pay any material amounts of Taxes shown to be due on any Tax Return. There are no Liens for material amounts of Taxes on the assets of CTS (or the CTS Shareholder with respect to CTS) except for statutory liens for current Taxes not yet due and payable. There are no claim has been made by outstanding powers of attorney enabling any authority in a jurisdiction where party to represent CTS (or the Company CTS Shareholder with respect to CTS) or any of its Subsidiaries does not file with respect to Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code, and similar applicable state and local information reporting requirements, except to the extent that a failure to so comply will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiariesmatters.

Taxes and Tax Returns. (a) Each of the Company Sterling and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Sterling nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Sterling and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Sterling and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither Sterling nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of 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 law, after giving effect to extensions or waivers, has timely complied expired. Neither Sterling nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Sterling and its Subsidiaries or the assets of Sterling and its Subsidiaries. Sterling has made available to Xxxxxxx 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 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 Sterling and its Subsidiaries). Neither 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 Sterling) or (b) has any liability for the Taxes of any person (other than Sterling or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Sterling nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Sterling nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Sterling been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of MBI and the Company and its MBI Subsidiaries has duly and timely filed filed, including all applicable extensions, all income and other material Tax Returns (as defined in subsection (c) below) required to have been be filed by it on or prior to the date hereof (of this Agreement, all such Tax Returns being accurate and complete in all material respects) , has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or made provisions for the payment of withheld and timely remitted all Taxes which have been incurred Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by any taxing authority on or prior to the date of this Agreement a Governmental Entity, other than Taxes that (i) Taxes which are not yet delinquent or are being contested in good faith and faith, which have not been finally determined determined, and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax Returns payments sufficient to avoid any underpayment penalties or Taxes as to which interest have been made by or on behalf of each of MBI and the failure to file, pay or make provision for will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its MBI Subsidiaries. Neither MBI nor any of the MBI Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect. There is are no outstanding disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or examination, deficiency assessmentor claims asserted, Tax investigation or refund litigation with respect to for Taxes of the Company upon MBI or any of its the MBI Subsidiaries, and no . No claim has been made by any authority a Governmental Entity in a jurisdiction where the Company MBI or any of its the MBI Subsidiaries does has not file filed Tax Returns such that the Company MBI or any of its the MBI Subsidiaries is or may be subject to taxation in such 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, MBI or any of the MBI Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of MBI and the MBI 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 MBI or any of the MBI Subsidiaries. Neither the Company MBI nor any of its the MBI 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 MBI and the MBI Subsidiaries. Neither MBI nor any of the MBI 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 MBI, or (B) has any liability for the Taxes of any Person, other than MBI or any of the MBI Subsidiaries, under Treas. Reg. § 1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither MBI nor any of the MBI Subsidiaries has executed an extension been, within the past two years or waiver otherwise as part of any statute a “plan” or series of limitations on related transactions, within the assessment or collection meaning of any Tax that is currently in effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 Section 355(e) of the Code, of which the Merger is also a part, a “distributing corporation” or a “controlled corporation”, within the meaning of Section 355(a)(1)(A) of the Code, in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. No MBI Common Shares are owned by a Subsidiary of MBI. MBI is not and has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither MBI, nor any of the MBI 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 state Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither MBI nor any of the MBI Subsidiaries has engaged in any transaction that is 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 “listed transaction”, as set forth in Treas. Reg. § 1.6011-4(b)(2). MBI has made available to FNB complete copies of (i) all federal, state, local information reporting requirementsand foreign income or franchise Tax Returns of MBI and the MBI Subsidiaries relating to all taxable periods beginning on and after January 1, except 2011, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to MBI or the MBI Subsidiaries. Neither MBI, any of the MBI Subsidiaries nor FNB, as a successor to MBI, will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the extent that a failure Closing Date, (ii) installment sale or open transaction disposition made on or prior to so comply will notthe Effective Time, individually (iii) prepaid amount received on or prior to the Closing Date or (iv) deferred intercompany gain or any excess loss account of MBI or any of the MBI Subsidiaries for periods or portions of periods described in Treasury Regulations under Section 1502 of the aggregateCode, have a Material Adverse Effect or any corresponding or similar provision of state, local or foreign Law, for periods or portions thereof ending on or before the Company and its SubsidiariesClosing Date.

Taxes and Tax Returns. (a) Each of the Company Susquehanna and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Susquehanna nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation in such jurisdictionfile any material Tax Return. Neither the Company nor any All material Taxes of Susquehanna and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Susquehanna and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither Susquehanna nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Susquehanna and its Subsidiaries for all years up to and including 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 law, after giving effect to extensions or waivers, has timely complied expired. No deficiency with all applicable information reporting requirements respect to a material amount of Taxes has been proposed, asserted or assessed against Susquehanna or any of its Subsidiaries. There are no pending or threatened in writing disputes, claims, audits, examinations or other proceedings regarding any material Taxes of Susquehanna and its Subsidiaries or the assets of 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 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 Susquehanna and its Subsidiaries). Neither 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 Susquehanna) or (B) has any liability for the Taxes of any person (other than Susquehanna or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Susquehanna nor any of Chapter 61 its Subsidiaries has been, within the past two years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. Neither Susquehanna nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). At no time during the past five years has Susquehanna been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. Neither Susquehanna nor any of its Subsidiaries will be required to include any material item of income in, and or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any (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 applicable state and provision of state, local information reporting requirementsor foreign law), except (iv) installment sale or open transaction disposition made on or prior to the extent that a failure Closing Date, or (v) prepaid amount received on or prior to so comply will notthe Closing Date, individually or in the aggregatecase of (i), have a Material Adverse Effect on (iii), (iv) and (v), outside of the Company and its Subsidiariesordinary course of business.

Taxes and Tax Returns. (a) Each of the Company Capital One and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Capital One nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Capital One and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Capital One and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither Capital One nor any of the Company 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 Capital One and its Subsidiaries or the assets of Capital One and its Subsidiaries that has timely complied with all applicable information reporting requirements not been accrued in the latest audited balance sheet included in the Capital One Reports. Neither Capital One 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 Capital One and its Subsidiaries). Neither Capital One 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 Capital One) or (B) has any liability for the Taxes of any person (other than Capital One or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Capital One nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Capital One nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Capital One been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company BANC and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither BANC nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of BANC and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company BANC and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither BANC nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of BANC and its Subsidiaries for all years to and including 2022 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has timely complied expired. Neither BANC nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 BANC and its Subsidiaries or the assets of BANC and its Subsidiaries. Neither BANC 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 BANC and its Subsidiaries). Neither BANC nor any of its Subsidiaries (i) 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 BANC) or (ii) has any liability for the Taxes of any person (other than BANC or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of any Law), Subchapter A as a transferee or successor, by contract or otherwise. Neither BANC nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither BANC nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “listed transaction” within the aggregate, have meaning of Treasury Regulation Section 1.6011-4(b). At no time during the past five (5) years has BANC been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company Xxxxxxx and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Xxxxxxx nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Xxxxxxx and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Xxxxxxx and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither Xxxxxxx nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Xxxxxxx and its Subsidiaries for all years to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has timely complied expired. Neither Xxxxxxx nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Xxxxxxx and its Subsidiaries or the assets of 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 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 Xxxxxxx and its Subsidiaries). Neither Xxxxxxx 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 Xxxxxxx) or (b) has any liability for the Taxes of any person (other than Xxxxxxx or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Xxxxxxx nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Xxxxxxx nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Xxxxxxx been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company National Penn and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither National Penn nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation in such jurisdictionfile any material Tax Return. Neither the Company nor any All material Taxes of National Penn and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company National Penn and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither National Penn nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of National Penn and its Subsidiaries for all years up to and including 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 law, after giving effect to extensions or waivers, has timely complied expired. No deficiency with all applicable information reporting requirements respect to a material amount of Taxes has been proposed, asserted or assessed against National Penn or any of its Subsidiaries. There are no pending or threatened in writing disputes, claims, audits, examinations or other proceedings regarding any material Taxes of National Penn and its Subsidiaries or the assets of 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 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 National Penn and its Subsidiaries). Neither 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 National Penn) or (B) has any liability for the Taxes of any person (other than National Penn or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither National Penn nor any of Chapter 61 its Subsidiaries has been, within the past two years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. Neither National Penn nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). At no time during the past five years has National Penn been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. Neither National Penn nor any of its Subsidiaries will be required to include any material item of income in, and or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any (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 applicable state and provision of state, local information reporting requirementsor foreign law), except (iv) installment sale or open transaction disposition made on or prior to the extent that a failure Closing Date, or (v) prepaid amount received on or prior to so comply will not, individually or in the aggregate, have a Material Adverse Effect on Closing Date outside of the Company and its Subsidiariesordinary course of business.

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver is the beneficiary of any statute extension of limitations time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of the Company and its Subsidiaries (whether or not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each 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. 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 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 timely complied expired. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements under Part IIIany material amount of Taxes, Subchapter A of Chapter 61 and there are no threatened (in writing) or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Code, Company and similar applicable state and local information reporting requirements, except to its Subsidiaries or the extent that a failure to so comply will not, individually or in the aggregate, have a Material Adverse Effect on 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 (i) 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 (ii) has any 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 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 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 “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five (5) years has the Company been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of ANNB and the Company and its ANNB Subsidiaries has duly and timely filed filed, including all applicable extensions, all Tax Returns (as defined in subsection (c) below) required to have been be filed by it on or prior to the date hereof (of this Agreement, all such Tax Returns being accurate and complete in all material respects) , has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or made provisions for the payment of withheld and timely remitted all Taxes which have been incurred Taxes, whether or not shown on any Tax 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 adequately reserved against in accordance with GAAP on ANNB’s most recent consolidated financial statements. All required estimated Tax payments sufficient to avoid any taxing authority underpayment penalties or interest have been made by or on behalf of each of ANNB and the ANNB Subsidiaries. Neither ANNB nor any of the ANNB Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect. There are no disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or examination, or claims asserted, for Taxes upon ANNB or any of the ANNB Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where ANNB or any of the ANNB Subsidiaries have not filed Tax Returns such that ANNB or any of the ANNB 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, ANNB or any of the ANNB Subsidiaries have been fully paid. No issue has been raised by a Governmental Entity in any prior examination or audit of each of ANNB and the ANNB 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 taxable period or portion thereof ending after the Closing. There are no Liens for Taxes, other than statutory liens for Taxes not yet due and payable, upon any of the assets of ANNB or any of the ANNB Subsidiaries. Neither ANNB nor any of the ANNB 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 ANNB and the ANNB Subsidiaries. Neither ANNB nor any of the ANNB 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 ANNB, or (B) has any liability for the Taxes of any Person, other than ANNB or any of the ANNB Subsidiaries, under Treas. Reg. §1.1502-6, or any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise. Neither ANNB nor any of the ANNB Subsidiaries has been, within the past two years or otherwise as part of a “plan” or series of related transactions, within the meaning of Section 355(e) of the Code, of which the Merger is also a part, or a “distributing corporation” or a “controlled corporation”, within the meaning of Section 355(a)(1)(A) of the Code, in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. No shares of ANNB Common Stock are owned by a Subsidiary of ANNB. ANNB is not and has not been a “United States real property holding 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. Neither ANNB, nor any of the ANNB 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 ANNB nor any of the ANNB Subsidiaries has engaged in a “reportable transaction”, as set forth in Treas. Reg. § 1.6011-4(b), or any transaction that is 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 “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 ANNB and the ANNB Subsidiaries relating to all taxable periods beginning on and after January 1, 2009, and (ii) any audit report issued within the last three years relating to any Taxes due from or with respect to ANNB or the ANNB Subsidiaries. Neither ANNB, any of the ANNB Subsidiaries nor FNB, as a successor to ANNB, will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the date of this Agreement other than (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure ScheduleClosing Date, or (ii) Tax Returns installment sale or Taxes as open transaction disposition made on or prior to which the failure Effective Time, (iii) prepaid amount received on or prior to file, pay the Closing Date or make provision for will not, individually (iv) deferred intercompany gain or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes any excess loss account of the Company ANNB or any of its Subsidiaries, and no claim has been made by any authority the ANNB Subsidiaries for periods or portions of periods described in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements Treasury Regulations under Part III, Subchapter A of Chapter 61 Section 1502 of the Code, and or any corresponding or similar applicable state and provision of state, local information reporting requirementsor foreign Law, except to for periods or portions thereof ending on or before the extent that a failure to so comply will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its SubsidiariesClosing Date.

Taxes and Tax Returns. (a) Each of Georgia and the Company and its Georgia Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns required to have been be filed by it on or prior to the date hereof (all such Tax Returns being accurate and complete in all material respects) ), has timely paid or withheld all Taxes shown thereon as arising and has duly and timely paid or made provisions for the payment of withheld all material Taxes which have been incurred or that are due and payable or claimed to be due from it by any United States federal, state, foreign or local taxing authority on or prior to the date of this Agreement authorities other than (i) Taxes which are not yet delinquent or that are being contested in good faith and faith, which have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiariesdetermined, and no claim has have been made by any authority adequately reserved against in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdictionaccordance with GAAP on Georgia’s most recent consolidated financial statements. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effect. Each of the Company Georgia and its Subsidiaries has each Georgia Subsidiary have withheld and timely 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 shareholder or other third party. Each Neither Georgia nor any Georgia Subsidiary has granted any extension or waiver of the Company limitation period for the assessment or collection of Tax that remains in effect. The United States federal income Tax Returns of Georgia and its the Georgia Subsidiaries have been examined by the IRS for all years to and including 2007. All assessments for Taxes of Georgia or any Georgia Subsidiary due with respect to completed and settled examinations or any concluded litigation have been fully paid. There are no disputes, audits, examinations or proceedings pending, or claims asserted, for material Taxes upon Georgia or any Georgia Subsidiary. There are no liens for Taxes (other than statutory liens for Taxes not yet due and payable) upon any of the assets of Georgia or any Georgia Subsidiary. Neither Georgia nor any 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 Georgia Subsidiaries and compensation agreements with Tax indemnification provisions that are in the range of ordinary practice for such agreements). Neither Georgia nor any Georgia Subsidiary (A) has timely complied with all applicable information reporting requirements 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 Georgia) or (B) has any material liability for the Taxes of any Person (other than Georgia or any Georgia Subsidiary) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign Law), or as a transferee or successor, by contract or otherwise. Neither Georgia nor any Georgia Subsidiary has been, within the past two years or otherwise as part of Chapter 61 a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. Neither Georgia nor any Georgia Subsidiary has requested or is the subject of 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 been a party to any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). Georgia is not and similar has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable state and local information reporting requirements, except to period specified in Section 897(c)(1)(A)(ii) of the extent that a failure to so comply will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its SubsidiariesCode.

Taxes and Tax Returns. (a) Each of the Company Sterling and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Sterling nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Sterling and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Sterling and its Subsidiaries has withheld and timely paid all Taxes material taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder stockholder, independent contractor or other third party. Each Neither Sterling nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Sterling and its Subsidiaries for all years to and including 2010 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has timely complied expired. Neither Sterling nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Sterling and its Subsidiaries or the assets of 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 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 Sterling and its Subsidiaries). Neither 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 Sterling) or (B) has any liability for the Taxes of any person (other than Sterling or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Sterling nor any of Chapter 61 its Subsidiaries has been, within the past two years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Sterling nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five years has Sterling been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company Parent and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Parent nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Parent and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Parent and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither Parent nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. Neither 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 Parent and its Subsidiaries or the assets of Parent and its Subsidiaries. Parent has timely complied made available to the Company true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with all applicable information reporting requirements 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 Parent and its Subsidiaries). Neither 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 is or was Parent) or (b) has any liability for the Taxes of any person (other than Parent or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Parent nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Parent nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five (5) years has Parent been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company Parent and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Parent nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Parent and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Parent and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither Parent nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Parent and its Subsidiaries for all years to and including 2011 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has timely complied expired. Neither Parent nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Parent and its Subsidiaries or the assets of Parent and 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 Parent and its Subsidiaries). Neither 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 Parent) or (B) has any liability for the Taxes of any person (other than Parent or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Parent nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Parent nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five (5) years has Parent been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company IBKC and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither IBKC nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of IBKC and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company IBKC and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither IBKC nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect (other than extension or waiver granted in the ordinary course of business). Neither 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 IBKC and its Subsidiaries or the assets of IBKC and its Subsidiaries. Neither 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 IBKC and its Subsidiaries). Since January 1, 2013, neither IBKC nor any of its Subsidiaries (A) has timely complied 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 IBKC), or (B) has any liability for the Taxes of any person (other than IBKC or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise (other than pursuant to agreements not primarily related to Taxes and entered into in the ordinary course of business consistent with all applicable information reporting requirements under Part IIIpast practice). Neither IBKC nor any of its Subsidiaries has been, Subchapter A within the past two (2) years or otherwise as part of Chapter 61 a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither IBKC nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have a Material Adverse Effect on the Company and its Subsidiariesmeaning of Treasury Regulation Section 1.6011-4(b)(1).

Taxes and Tax Returns. (a) Each of the Company First Midwest and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither First Midwest nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of First Midwest and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company First Midwest and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither First Midwest nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of 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 law, after giving effect to extensions or waivers, has timely complied expired. Neither First Midwest nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 First Midwest and its Subsidiaries or the assets of 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 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 First Midwest and its Subsidiaries). Neither First Midwest 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 First Midwest) or (b) has any liability for the Taxes of any person (other than First Midwest or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither First Midwest nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither First Midwest nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has First Midwest been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company Premier and its Subsidiaries has duly and timely filed all Tax Returns federal, state, county, foreign and, to the best of Premier's knowledge, local information returns and tax returns required to have been be filed by it on or prior to the date hereof (all such Tax Returns returns being accurate and complete in all material respects) and has duly paid or made provisions for the payment of all Taxes and other governmental charges which have been incurred or are due or claimed to be due from it by any federal, state, county, foreign or local taxing authority authorities on or prior to the date of this Agreement (including, without limitation, if and to the extent applicable, those due in respect of its properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls) other than (i) Taxes or other charges which are not yet delinquent or are being contested in good faith and have not been finally determined determined. The income tax returns of Premier and its Subsidiaries have been examined by the IRS and any liability with respect thereto has been satisfied for all years to and including 1987, and either no material deficiencies were asserted as a result of such examination for which Premier does not have adequate reserves or all such deficiencies were satisfied. There are listed in Section 4.15(a) of the Disclosure Scheduleno material disputes pending, or claims asserted for, Taxes or assessments upon Premier or any of its Subsidiaries for which Premier does not have adequate reserves, nor has Premier or any of its Subsidiaries given any currently effective waivers extending the statutory period of limitation applicable to any federal, state, county or local income tax return for any period. In addition, (iiA) Tax Returns or Taxes as to which proper and accurate amounts have been withheld by Premier and its Subsidiaries from their employees for all prior periods in compliance in all material respects with the tax withholding provisions of applicable federal, state and local laws, except where failure to file, pay or make provision for will not, individually or in the aggregate, do so would not have a Material Adverse Effect on the Company Premier, (B) federal, state, county and local returns which are accurate and complete in all material respects have been filed by Premier and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation Subsidiaries for all periods for which returns were due with respect to Taxes income tax withholding, Social Security and unemployment taxes, (C) the amounts shown on such federal, state, local or county returns to be due and payable have been paid in full or adequate provision therefor has been included by Premier in its consolidated financial statements as of December 31, 1994, and (D) there are no Tax liens upon any property or assets of Premier or its Subsidiaries except liens for current taxes not yet due. Neither Premier nor any of its Subsidiaries has been required to include in income any adjustment pursuant to Section 481 of the Company Code by reason of a voluntary change in accounting method initiated by Premier or any of its Subsidiaries, and no claim the IRS has been made by not initiated or proposed any authority such adjustment or change in a jurisdiction where accounting method. Except as set forth in the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation financial statements described in such jurisdiction. Neither the Company Section 4.7, neither Premier nor any of its Subsidiaries has executed entered into a transaction which is being accounted for as an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements installment obligation under Part III, Subchapter A of Chapter 61 Section 453 of the Code, and similar applicable state and local information reporting requirements, except to the extent that a failure to so comply will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries.

Taxes and Tax Returns. (a) Each of the Company Wxxxxxx and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Wxxxxxx nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Wxxxxxx and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Wxxxxxx and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither Wxxxxxx nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Wxxxxxx and its Subsidiaries for all years to and including 2019 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has timely complied expired. Neither Wxxxxxx nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Wxxxxxx and its Subsidiaries or the assets of 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 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 Wxxxxxx and its Subsidiaries). Neither Wxxxxxx 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 Wxxxxxx) or (b) has any liability for the Taxes of any person (other than Wxxxxxx or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Wxxxxxx nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Wxxxxxx nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Wxxxxxx been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company Banner and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns that were required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Banner nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course of business). Neither the Company nor any All material Taxes of Banner and its Subsidiaries has executed an extension (whether or waiver of not shown on any statute of limitations Tax Returns) that are due have been fully and timely paid other than Taxes that have been reserved or accrued on the assessment balance sheet of Banner or collection of any Tax that its Subsidiaries or which Banner and/or its Subsidiaries is currently contesting in effectgood faith. Each of the Company Banner and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither Banner nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Banner and its Subsidiaries for all years to and including 2007 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has timely complied expired. Neither Banner nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements any Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any Tax of Banner and its Subsidiaries or the assets of 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 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 Banner and its Subsidiaries). Neither Banner 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 Banner) or (b) has any liability for the Taxes of any person (other than Banner or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Banner nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither 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, and similar applicable state and local information reporting requirements, except or to the extent knowledge of Banner or its Subsidiaries has participated in, a transaction that is described as a failure “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Banner been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. 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 so comply exist that might prevent or impede the Merger from qualifying as a 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 not, individually or in the aggregate, have a Material Adverse Effect on the Company and affect its Subsidiariesliability for Taxes.

Taxes and Tax Returns. (a) Each of the Company CBI and its Subsidiaries has duly and timely filed filed, including all applicable extensions, all Tax Returns as defined in subsection (c) below required to have been be filed by it on or prior to the date hereof (of this Agreement, all such Tax Returns being accurate and complete in all material respects) , has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or made provisions for the payment of withheld and timely remitted all Taxes which have been incurred Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by any taxing authority on or prior to the date of this Agreement a Governmental Entity other than Taxes that (i) Taxes which are not yet delinquent or are being contested in good faith and faith, which have not been finally determined determined, and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) have been adequately reserved against in accordance with GAAP on CBI’s most recent consolidated financial statements. All required estimated Tax Returns payments sufficient to avoid any underpayment penalties or Taxes as to which the failure to file, pay interest have been made by or make provision for will not, individually or in the aggregate, have a Material Adverse Effect on the Company behalf of each of CBI and its Subsidiaries. There is Neither CBI nor any of its Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect. Except as set forth in Section 3.10 of the CBI Disclosure Schedule, there are no outstanding disputes, audits, examinations or proceedings in progress or pending, including any 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 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 assessmentin 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 CBI or any of its Subsidiaries. Neither CBI nor any of its Subsidiaries is a party to or is bound by any Tax investigation sharing, allocation or refund litigation with respect to indemnification agreement or arrangement, other than such an agreement or arrangement exclusively between or among CBI and its Subsidiaries. Neither CBI 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 CBI, or (B) has any liability for the Taxes of the Company any Person, other than CBI or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company under Treas. Reg. §1.1502-6, or any similar provision of its Subsidiaries does not file Tax Returns that the Company state, local or any of its Subsidiaries is subject to taxation in such jurisdictionforeign law, or as a transferee or successor, by contract or otherwise. Neither the Company CBI nor any of its Subsidiaries has executed an extension been, within the past two years or waiver otherwise as part of any statute a “plan” or series of limitations on related transactions, within the assessment or collection meaning of any Tax that is currently in effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 Section 355(e) of 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 Code, in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. Except as set forth in Section 3.2(a) of the CBI Disclosure Schedule, no share of CBI Common Stock is owned by a Subsidiary of CBI. CBI is not and has not been a “United States real property holding 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. 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 state 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 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 “listed transaction,” as set forth in Treas. Reg. § 1.6011-4(b)(2). FNB has received complete copies of (i) all federal, state, local information reporting requirements, except and foreign income or franchise Tax Returns of CBI and its Subsidiaries relating to the extent that a failure taxable periods beginning January 1, 2009 or later and (ii) any audit report issued within the last three years relating to so comply will not, individually any Taxes due from or in the aggregate, have a Material Adverse Effect on the Company and 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 any taxable period or portion thereof ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) 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.

Taxes and Tax Returns. (a) Each of the Company Parent and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Parent nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All Taxes of Parent and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Parent and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither Parent nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. Neither 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 Parent and its Subsidiaries or the assets of Parent and 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 Parent and its Subsidiaries). Neither Parent nor any of its Subsidiaries (a) has timely complied with all applicable information reporting requirements 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 Parent) or (b) has any liability for the Taxes of any person (other than Parent or any of its Subsidiaries) under Part IIITreasury Regulations Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Parent nor any of Chapter 61 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 Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Parent nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulations Section 1.6011-4(b)(1). At no time during the past five (5) years has Parent been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company TCG and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither TCG nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course of business). Neither the Company nor any All material Taxes of TCG and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company TCG and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither TCG nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of TCG and its Subsidiaries for all years to and including 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 law, after giving effect to extensions or waivers, has timely complied expired. Neither TCG nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 TCG and its Subsidiaries or the assets of 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 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 TCG and its Subsidiaries). Neither TCG nor any of its Subsidiaries (i) 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 TCG) or (ii) has any liability for the Taxes of any person (other than TCG or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither TCG nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a "plan (or series of related transactions)" within the meaning of Section 355(e) of the Code of which the Merger is also a part, a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither TCG nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in "reportable transaction" within the aggregate, have meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five (5) years has TCG been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each Sterling has previously delivered or made available to Roma copies of the Company federal, state and its local income tax returns of Sterling, Sterling Bank and the Sterling Subsidiaries (hereinafter Sterling, Sterling Bank and the Sterling Subsidiaries are sometimes referred to collectively as the “Sterling Group”) for the years 2008, 2007 and 2006 and all schedules and exhibits thereto, and none of Sterling, Sterling Bank or any Sterling Subsidiary has duly and timely filed all Tax Returns required to received any written notice that such returns have been examined by the Internal Revenue Service or any other taxing authority. Sterling, Sterling Bank and the Sterling Subsidiaries have duly filed by it on or prior (taking into account any valid extensions of time for filing) and, with respect to tax returns due (taking into account any valid extensions of time for filing) between the date hereof and the Effective Time of the Merger, will timely file (taking into account any valid extensions of time for filing) in correct form all such Tax Returns being accurate federal, state and complete in all material respects) local information returns and has tax returns required to be filed by Sterling, Sterling Bank or any Sterling Subsidiary, and Sterling, Sterling Bank and each Sterling Subsidiary have duly paid or made adequate provisions for the payment of all Taxes which have been incurred or taxes and other governmental charges relating to taxes that are due and owing by Sterling, Sterling Bank or claimed any Sterling Subsidiary to be any federal, state or local taxing authorities, whether or not reflected in such returns (including, without limitation, those due from it by and owing in respect of the properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls of Sterling, Sterling Bank or any taxing authority on or prior to the date of this Agreement Sterling Subsidiary), other than taxes and other charges that (i) Taxes which are not yet delinquent or are being contested in good faith and or (ii) have not been finally determined determined. All taxes not yet due and are listed in Section 4.15(apayable by, or with respect to the income, assets, properties, activities or operations of, the Sterling Group, (i) did not, as of December 31, 2009, exceed the reserve for such tax liabilities (excluding deferred taxes established to reflect timing differences between book and tax income) set forth on the face of the Disclosure ScheduleFinancial Statements of Sterling, or and (ii) Tax Returns or Taxes do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice in filing tax returns relating to which the failure to filesuch taxes. None of Sterling, pay or make provision for will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company Sterling Bank or any Sterling Subsidiary has ever been a member of its Subsidiariesany consolidated, and no claim has been made by combined or unitary group of corporations (other than a group of which Sterling was the parent) for which it could be liable for taxes of any authority in a jurisdiction where the Company other person pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of its Subsidiaries does not file Tax Returns that the Company state, local or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code, and similar applicable state and local information reporting requirements, except to the extent that a failure to so comply will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiariesforeign tax law).

Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver is the beneficiary of any statute extension of limitations time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of the Company and its Subsidiaries (whether or not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each 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 2018 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 timely complied expired. Neither the Company nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements under Part IIIany material amount of Taxes, Subchapter A of Chapter 61 and there are no threatened (in writing) or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of the Code, Company and similar applicable state and local information reporting requirements, except to its Subsidiaries or the extent that a failure to so comply will not, individually or in the aggregate, have a Material Adverse Effect on 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 (i) 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 (ii) has any 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 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 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 “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five (5) years has the Company been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each To the knowledge of Ramapo, Ramapo and each Ramapo Subsidiary have duly filed (and until the Company Effective Time will so file) all returns, declarations, reports, information returns and its Subsidiaries has duly and timely filed all Tax Returns statements ("Returns") required to have been be filed by it on them in respect of any federal, state and local taxes (including withholding taxes, penalties or prior to the date hereof (all such Tax Returns being accurate and complete in all material respectsother payments required) and each has duly paid or made provisions for (and until the payment of Effective Time will so pay) all Taxes which have been incurred or are such taxes due or claimed to be due from it by any taxing authority on or prior to the date of this Agreement and payable, other than (i) Taxes taxes or other charges which are not yet delinquent or are being contested in good faith (and disclosed to Valley in writing). Ramapo and each Ramapo Subsidiary have established (and until the Effective Time will establish) on their books and records reserves for the payment of all federal, state and local taxes not yet due and payable, but incurred in respect of Ramapo or any Ramapo Subsidiary through such date, which reserves are, to the knowledge of Ramapo, adequate for such purposes. Except as set forth in the Ramapo Disclosure Schedule, the federal income tax returns of Ramapo and its Subsidiaries have been examined by the Internal Revenue Service (the "IRS") (or are closed to examination due to the expiration of the applicable statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been finally determined resolved and are listed paid in Section 4.15(a) of full. Except as set forth in the Ramapo Disclosure Schedule, or (ii) 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 the Company applicable state income tax returns of Ramapo and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation Subsidiaries have been examined by the applicable authorities (or refund litigation with respect are closed to Taxes examination due to the expiration of the Company statute of limitations) and no deficiencies were asserted as a result of such examinations which have not been resolved and paid in full. To the knowledge of Ramapo, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending, or claims asserted for, taxes or assessments upon Ramapo or any of its Subsidiaries, and no claim nor has been made by any authority in a jurisdiction where the Company Ramapo or any of its Subsidiaries does not file Tax Returns that given any currently outstanding waivers or comparable consents regarding the Company or any application of its Subsidiaries is subject to taxation in such jurisdiction. Neither the Company nor any of its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or owing respect to any employee, independent contractor, creditor, stockholder taxes or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code, and similar applicable state and local information reporting requirements, except to the extent that a failure to so comply will not, individually or in the aggregate, have a Material Adverse Effect on the Company and its SubsidiariesReturns.

Taxes and Tax Returns. (a) Each of the Company FNB and its Subsidiaries has duly and timely filed filed, including all applicable extensions, all Tax Returns required to have been be filed by it on or prior to the date hereof (of this Agreement, all such Tax Returns being accurate and complete in all material respects) , has timely paid or withheld and timely remitted all Taxes shown thereon as arising and has duly and timely paid or made provisions for the payment of withheld and timely remitted all Taxes which have been incurred Taxes, whether or not shown on any Tax Return, that are due and payable or claimed to be due from it by any taxing authority on or prior to the date of this Agreement a Governmental Entity, other than Taxes that (i) Taxes which are not yet delinquent or are being contested in good faith and faith, which have not been finally determined determined, and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) have been adequately reserved against in accordance with GAAP. All required estimated Tax Returns payments sufficient to avoid any underpayment penalties or Taxes as to which the failure to file, pay interest have been made by or make provision for will not, individually or in the aggregate, have a Material Adverse Effect on the Company behalf of each of FNB and its Subsidiaries. Neither FNB nor any of its Subsidiaries has granted any extension or waiver of the limitation period for the assessment or collection of Tax that remains in effect. There is are no outstanding disputes, audits, examinations or proceedings in progress or pending, including any notice received of any intent to conduct an audit or examination, or claims asserted, for Taxes upon FNB or any of its Subsidiaries. No claim has been made by a Governmental Entity in a jurisdiction where FNB or any of its Subsidiaries has not filed Tax Returns such that FNB 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 Tax Returns of, or including, FNB 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 FNB and its Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency assessmentin 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 FNB or any of its Subsidiaries. Except as set forth on Section 4.10 of the FNB Disclosure Schedule, neither FNB nor any of its Subsidiaries is a party to or is bound by any Tax investigation sharing, allocation or refund litigation with respect to indemnification agreement or arrangement, other than such an agreement or arrangement exclusively between or among FNB and its Subsidiaries. Neither FNB 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 FNB, or (B) has any liability for the Taxes of the Company any Person, other than FNB or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company under Treas. Reg. §1.1502-6, or any similar provision of its Subsidiaries does not file Tax Returns that the Company state, local or any of its Subsidiaries is subject to taxation in such jurisdictionforeign Law, or as a transferee or successor, by contract or otherwise. Neither the Company FNB nor any of its Subsidiaries has executed an extension been, within the past two years or waiver otherwise as part of any statute a “plan (or series of limitations on related transactions)”, within the assessment or collection meaning of any Tax that is currently in effect. Each of the Company and its Subsidiaries has withheld and timely paid all Taxes required to have been withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. Each of the Company and its Subsidiaries has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61 Section 355(e) of 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 Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. No share of FNB Common Stock is owned by a Subsidiary of FNB. FNB is not and has not been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither FNB, 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 IRS private letter rulings 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 state Law, which rulings or agreements would have a continuing effect after the Effective Time. Neither FNB 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 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 “listed transaction,” as set forth in Treas. Reg. §1.6011-4(b)(2). PVFC has received complete copies of (i) all federal, state, local information reporting requirements, except and foreign income or franchise Tax Returns of FNB and its Subsidiaries relating to the extent that a failure taxable periods beginning on and after January 1, 2009, and (ii) any audit report issued within the last three years relating to so comply will not, individually any Taxes due from or in the aggregate, have a Material Adverse Effect on the Company and with respect to FNB or its Subsidiaries. Neither FNB, nor any of its Subsidiaries will be required to include any item of material income in, or exclude any material item of deduction from, taxable income for any taxable period, or portion thereof, ending after the Closing Date as a result of any (i) 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 FNB 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.

Taxes and Tax Returns. (a) Each of the Company FIBK and its Subsidiaries has duly and timely filed (including all applicable extensions) all income and other material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither FIBK nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of FIBK and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company FIBK and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither FIBK nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. Neither FIBK nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, 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 FIBK and its Subsidiaries or the assets of FIBK and its Subsidiaries. Neither FIBK nor any of its Subsidiaries has timely complied any deferred payroll Tax Liability under Section 2302 of the 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 all applicable information reporting requirements 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 FIBK and its Subsidiaries). Neither 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 FIBK) or (B) has any liability for the Taxes of any person (other than FIBK or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither FIBK nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither FIBK nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “listed transaction” within the aggregate, have a Material Adverse Effect on the Company and its Subsidiariesmeaning of Treasury Regulation Section 1.6011-4(b).

Taxes and Tax Returns. (a) Each of the Company Chemical and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Chemical nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Chemical and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Chemical and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither Chemical nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. Except as set forth on Section 4.10(a) of the Chemical Disclosure Schedule, the federal income Tax Returns of Chemical and its Subsidiaries for all years to and including 2017 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has timely complied expired. Neither Chemical nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Chemical and its Subsidiaries or the assets of 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 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 Chemical and its Subsidiaries). Neither Chemical 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 is or was Chemical) or (b) has any liability for the Taxes of any person (other than Chemical or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Chemical nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Chemical nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five (5) years has Chemical been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company Parent and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Parent nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Parent and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Parent and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither Parent nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Parent and its Subsidiaries for all years to and including 2018 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has timely complied expired. Neither Parent nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Parent and its Subsidiaries or the assets of Parent and 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 Parent and its Subsidiaries). Neither 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 is or was Parent) or (b) has any liability for the Taxes of any person (other than Parent or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Parent nor any of Chapter 61 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 Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Parent nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five (5) years has Parent been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company Sterling and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Sterling nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Sterling and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Sterling and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither Sterling nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of 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 law, after giving effect to extensions or waivers, has timely complied expired. Neither Sterling nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Sterling and its Subsidiaries or the assets of 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 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 Sterling and its Subsidiaries). Neither 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 Sterling) or (b) has any liability for the Taxes of any person (other than Sterling or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Sterling nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Sterling nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Sterling been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company Xenith and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither Xenith nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of Xenith and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company Xenith and its Subsidiaries has withheld and timely 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 shareholder, independent contractor or other third party. Each Neither Xenith nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Xenith and its Subsidiaries for all years to and including 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 law, after giving effect to extensions or waivers, has timely complied expired. Neither Xenith nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with all applicable information reporting requirements 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 Xenith and its Subsidiaries or the assets of Xenith and its Subsidiaries. Xenith has made available to HRB 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 Xenith 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 Xenith and its Subsidiaries). Neither Xenith 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 Xenith) or (B) has any liability for the Taxes of any person (other than Xenith or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither Xenith nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither Xenith nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation section 1.6011-4(b)(1). At no time during the past five (5) years has Xenith been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) Each of the Company BB&T and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither BB&T nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of BB&T and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company BB&T and its Subsidiaries has withheld and timely paid all Taxes material taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder shareholder, independent contractor or other third party. Each Neither BB&T nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. Neither 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 BB&T and its Subsidiaries or the assets of BB&T and its Subsidiaries. Neither 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 BB&T and its Subsidiaries). Neither BB&T nor any of its Subsidiaries (A) has timely complied with all applicable information reporting requirements 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 BB&T) or (B) has any liability for the Taxes of any person (other than BB&T or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither BB&T nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither BB&T nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “reportable transaction” within the aggregate, have meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has BB&T been a Material Adverse Effect on United States real property holding corporation within the Company and its Subsidiariesmeaning of Section 897(c)(2) of the Code.

Taxes and Tax Returns. (a) 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 (taking into account all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither NCC nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return, except as set forth in such jurisdictionNCC Disclosure Schedule Section 3.10(a). Neither the Company nor any All material Taxes of NCC and its Subsidiaries has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effectare due have been fully and timely paid. Each of the Company NCC and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither NCC nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of NCC and its Subsidiaries for all years up to and including December 31, 2014 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has timely complied expired. The federal income Tax Returns of NCC and its Subsidiaries for tax years 2015-2017 are still open for examination by the IRS under the normal statute of limitations. Except as set forth on NCC Disclosure Schedule Section 3.10(a), no deficiency with all applicable information reporting requirements 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. There are no pending or threatened in writing disputes, claims, audits, examinations or other proceedings regarding any material Taxes of NCC and its Subsidiaries or the assets of 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 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 NCC and any of its Subsidiaries). Neither NCC nor any of its Subsidiaries (i) 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 NCC) or (ii) has any liability for the Taxes of any Person (other than NCC or any of its Subsidiaries) under Part IIITreasury Regulations Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither NCC nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code. Neither NCC nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). At no time during the past five (5) years has NCC been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. Neither NCC nor any of its Subsidiaries will be required to include any material item of income in, and or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any (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 applicable state and provision of state, local information reporting requirementsor foreign law), except (D) installment sale or open transaction disposition made on or prior to the extent that a failure Closing Date, or (E) prepaid amount received on or prior to so comply will notthe Closing Date, individually or in the aggregatecase of (A), have a Material Adverse Effect on (C), (D) and (E), outside of the Company and its SubsidiariesOrdinary Course of Business.

Taxes and Tax Returns. (a) Each of the Company GWB and its Subsidiaries has duly and timely filed (including all applicable extensions) all income and other material Tax Returns in all jurisdictions in which Tax Returns are required to have been be filed by it on or prior to the date hereof (it, and all such Tax Returns being accurate are true, correct, 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 (i) Taxes which are not yet delinquent or are being contested in good faith and have not been finally determined and are listed in Section 4.15(a) of the Disclosure Schedule, or (ii) 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 the Company and its Subsidiaries. There is no outstanding audit examination, deficiency assessment, Tax investigation or refund litigation with respect to Taxes of the Company or any of its Subsidiaries, and no claim has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or Neither GWB nor any of its Subsidiaries is subject the beneficiary of any extension of time within which to taxation file any material Tax Return (other than extensions to file Tax Returns obtained in such jurisdictionthe ordinary course). Neither the Company nor any All material Taxes of GWB and its Subsidiaries has executed an extension (whether or waiver of any statute of limitations not shown on the assessment or collection of any Tax Returns) that is currently in effectare due have been fully and timely paid. Each of the Company GWB and its Subsidiaries has withheld and timely 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 stockholder, independent contractor or other third party. Each Neither GWB nor any of its Subsidiaries has granted any extension or waiver of the Company limitation period applicable to any material Tax that remains in effect. Neither GWB nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, 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 GWB and its Subsidiaries or the assets of GWB and its Subsidiaries. Neither GWB nor any of its Subsidiaries has timely complied any deferred payroll Tax Liability under Section 2302 of the 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 all applicable information reporting requirements 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 GWB and its Subsidiaries). Neither 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 GWB) or (B) has any liability for the Taxes of any person (other than GWB or any of its Subsidiaries) under Part IIITreasury Regulation Section 1.1502-6 (or any similar provision of state, Subchapter A local or foreign law), as a transferee or successor, by contract or otherwise. Neither GWB nor any of Chapter 61 its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code, and similar applicable state and local information reporting requirements, except ) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the extent that Code. Neither GWB nor any of its Subsidiaries has participated in a failure to so comply will not, individually or in “listed transaction” within the aggregate, have a Material Adverse Effect on the Company and its Subsidiariesmeaning of Treasury Regulation Section 1.6011-4(b).