INCOME TAX RETURNS DESCRIBED IN
SECTION 5.7(E)(I) AND SECTION 5.7(E)(II), UGC MUST, OR MUST CAUSE LIBERTY CHILE
TO, PREPARE AND TIMELY FILE ALL TAX RETURNS WITH RESPECT TO LIBERTY CHILE OR ANY
OF ITS SUBSIDIARIES THAT ARE TO BE FILED AFTER THE EXCHANGE CLOSING DATE.
LMINT
MUST PAY TO UGC OR LIBERTY CHILE, AS APPLICABLE, ANY AMOUNTS SHOWN AS DUE ON
THOSE TAX RETURNS THAT ARE THE OBLIGATION OF LMINT AT LEAST FIVE BUSINESS DAYS
PRIOR TO THE FILING OF THE APPLICABLE TAX RETURN.
UGC MUST, OR MUST CAUSE
LIBERTY CHILE TO, PAY ANY AMOUNT SHOWN AS DUE ON SUCH RETURNS THAT IS NOT TO BE
PAID BY LMINT AS PROVIDED ABOVE.
(VI)
LMINT AND UGC AGREE TO FURNISH OR CAUSE TO BE FURNISHED TO EACH
OTHER, UPON REQUEST, AS PROMPTLY AS PRACTICABLE, SUCH INFORMATION AND ASSISTANCE
(INCLUDING ACCESS TO BOOKS, RECORDS AND ACCOUNTING WORK PAPERS) RELATING TO
LIBERTY CHILE AND ITS SUBSIDIARIES AS IS REASONABLY NECESSARY FOR THE
PREPARATION OF ANY TAX RETURN, CLAIM FOR REFUND OR TAX AUDIT, OR THE PROSECUTION
OR DEFENSE OF ANY CLAIM, SUIT OR PROCEEDING RELATING TO ANY PROPOSED ADJUSTMENT.
(F)
TAX CONTROVERSIES.
(I)
NOTIFICATION OF PROCEEDINGS.
IF EITHER PARTY RECEIVES WRITTEN
NOTICE OF ANY TAX MATTER WITH RESPECT TO THE EXCHANGE OR THE DPP OBLIGATION THAT
IS LIKELY TO AFFECT THE OTHER PARTY OR ITS SUBSIDIARIES, THE PARTY RECEIVING
SUCH WRITTEN NOTICE MUST PROMPTLY (AND IN ANY EVENT WITHIN SEVEN CALENDAR DAYS)
NOTIFY THE OTHER PARTY; PROVIDED, HOWEVER, THAT THE FAILURE OF ANY PARTY TO SO
NOTIFY THE OTHER PARTY WILL NOT IMPAIR SUCH PARTY'S RIGHTS UNDER THIS AGREEMENT
OR RELEASE, IN WHOLE OR IN PART, THE OTHER PARTY FROM ITS OBLIGATIONS UNDER THIS
AGREEMENT, EXCEPT TO THE EXTENT (AND SOLELY TO THE EXTENT) THAT THE FIRST
PARTY'S
35
FAILURE OR DELAY TO SO NOTIFY HAS MATERIALLY DAMAGED THE OTHER PARTY IN RESPECT
OF SUCH TAX MATTER.
(II)
COOPERATION.
AFTER THE EXCHANGE CLOSING, LMINT AND UGC MUST USE
THEIR COMMERCIALLY REASONABLE EFFORTS TO COOPERATE WITH EACH OTHER AND WITH EACH
OTHER'S AGENTS, INCLUDING ACCOUNTING FIRMS AND LEGAL COUNSEL, IN CONNECTION WITH
THE PREPARATION OR AUDIT OF ANY TAX RETURN, REFUND CLAIM OR TAX CONTROVERSY
MATTER WITH RESPECT TO THE EXCHANGE.
SUCH COOPERATION MUST INCLUDE MAKING
AVAILABLE ANY INFORMATION, RECORDS AND DOCUMENTS IN THEIR POSSESSION OR UNDER
THEIR CONTROL THAT IS RELEVANT TO THE PREPARATION OR AUDIT OF ANY TAX RETURN,
REFUND CLAIM OR TAX CONTROVERSY MATTER WITH RESPECT TO THE EXCHANGE.
ANY
INFORMATION PROVIDED OR OBTAINED UNDER THIS SECTION 5.7(F)(II) MUST BE KEPT
CONFIDENTIAL, EXCEPT AS MAY OTHERWISE BE NECESSARY IN CONNECTION WITH THE FILING
OF A TAX RETURN, REFUND CLAIMS, TAX AUDITS, TAX CLAIMS OR TAX LITIGATION OR AS
REQUIRED BY LAW.
(G)
RECORD RETENTION.
LMINT AND UGC MUST RETAIN AND PROVIDE TO EACH
OTHER UPON REASONABLE REQUEST ANY RECORDS OR OTHER INFORMATION (INCLUDING
ACCOUNTING WORK PAPERS) THAT ARE IN THEIR POSSESSION OR READILY OBTAINABLE AND
THAT MAY BE RELEVANT TO ANY TAX MATTER WITH RESPECT TO LIBERTY CHILE OR ANY