Common use of Approvals and Notifications Clause in Contracts

Approvals and Notifications. (a) From and after the Time of Distribution, to the extent that the transfer or assignment of any Asset, the assumption of any Liability, the Reorganization or the Distribution requires any Approvals or Notifications (the “Required Approvals”), the parties will use their reasonable best efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable. (b) If and to the extent that the valid, complete and perfected transfer or assignment of any Assets or assumption of any Liabilities would be a violation of applicable Law or require any Approvals or Notifications in connection with the Reorganization, or the Distribution, that has not been obtained or made by the Time of Distribution then, unless the parties hereto mutually shall otherwise determine, the transfer or assignment of such Assets or the assumption of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided, however, that if such legal impediments are not removed, or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Group or the OpCo Group, as the case may be, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to Pinnacle. (c) If any transfer or assignment of any Asset or any assumption of any Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.6(b) or for any other reason, then, insofar as reasonably possible, the party retaining such Asset or such Liability, as the case may be, shall thereafter hold such Asset or Liability, as the case may be, for the use and benefit of the party entitled thereto (at the expense of such party entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party retaining such Asset or such Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party to whom such Asset is to be transferred or assigned, or which will assume such Liability, as the case may be, in order to place such party in a substantially similar position as if such Asset or Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liability, as the case may be, is to inure from and after the Time of Distribution to such party. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Asset or the deferral of assumption of any Liability pursuant to Section 2.6(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Asset or the assumption of any Liability have been removed, the transfer or assignment of the applicable Asset or the assumption of the applicable Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction Document. (e) Any party retaining an Asset or Liability due to the deferral of the transfer or assignment of such Asset or the deferral of the assumption of such Liability, as the case may be, shall not be obligated, in connection with the foregoing and unless the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b), to expend any money unless the necessary funds are advanced (or otherwise made available) by the party entitled to the Asset or Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party entitled to such Asset or Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any Asset, Excluded Assets or the assumption of any Liability, the Reorganization or the Distribution Excluded Liabilities requires any Approvals or Notifications (the “Required Approvals”)Notifications, the parties will Parties shall use their commercially reasonable best efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between Covidien and Mallinckrodt, neither Covidien nor Mallinckrodt shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the Covidien Group of any Excluded Assets or the assumption by the Covidien Group of any Excluded Liabilities would be a violation of applicable Law Law, or require any Approvals Approval or Notifications in connection with the Reorganization, or the Distribution, Notification that has not been obtained or made by on or before the Time of Distribution Date, then, unless the parties hereto mutually Parties shall otherwise mutually determine, the transfer or assignment to the Covidien Group of such Excluded Assets or the assumption by the Covidien Group of such Excluded Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided, however, that if such legal impediments are not removed, or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Group or the OpCo Group, as the case may be, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contraryforegoing, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds Excluded Assets or Excluded Liabilities shall continue to Pinnacleconstitute Excluded Assets or Excluded Liabilities for all other purposes of this Agreement. (c) If any transfer or assignment of any Excluded Asset or any assumption of any Excluded Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Distribution Date, then, insofar as reasonably possible, the member of the Mallinckrodt Group holding or owning such Excluded Asset or such Excluded Liability, as the case may be, shall thereafter hold such Excluded Asset or Excluded Liability, as the case may be, for the use and benefit of the member of the Covidien Group entitled thereto (at the expense of the member of the Covidien Group entitled thereto). In addition, the member of the Mallinckrodt Group retaining such Excluded Asset or such Excluded Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Excluded Asset or Excluded Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the Covidien Group to whom such Excluded Asset is to be transferred or assigned, or which will assume such Excluded Liability, as the case may be, in order to place such member of the Covidien Group in a substantially similar position as if such Excluded Asset or Excluded Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Excluded Asset or Excluded Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Excluded Asset or Excluded Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Distribution Date to the Covidien Group. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Excluded Asset or the deferral of assumption of any Excluded Liability, are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Excluded Asset or the assumption of any Excluded Liability have been removed, the transfer or assignment of the applicable Excluded Asset or the assumption of the applicable Excluded Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (e) Any member of the Mallinckrodt Group retaining an Excluded Asset or Excluded Liability due to the deferral of the transfer or assignment of such Excluded Asset or the deferral of the assumption of such Excluded Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by Covidien or the member of the Covidien Group entitled to the Excluded Asset or Excluded Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Covidien or the member of the Covidien Group entitled to such Excluded Asset or Excluded Liability. (f) To the extent that the transfer or assignment of any Mallinckrodt Asset, the assumption of any Mallinckrodt Liability, the Separation, or the Distribution requires any Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between Covidien and Mallinckrodt, neither Covidien nor Mallinckrodt shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (g) If and to the extent that the valid, complete and perfected transfer or assignment to the Mallinckrodt Group of any Mallinckrodt Asset or assumption by the Mallinckrodt Group of any Mallinckrodt Liability would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Separation or the Distribution that have not been obtained or made on or before the Distribution Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Mallinckrodt Group of such Mallinckrodt Assets or the assumption by the Mallinckrodt Group of such Mallinckrodt Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such Mallinckrodt Assets or Mallinckrodt Liabilities shall continue to constitute Mallinckrodt Assets and Mallinckrodt Liabilities for all other purposes of this Agreement. (h) If any transfer or assignment of any Mallinckrodt Asset or any assumption of any Mallinckrodt Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.6(b2.5(g) or for any other reason, then, insofar as reasonably possible, the party member of the Covidien Group retaining such Mallinckrodt Asset or such Mallinckrodt Liability, as the case may be, shall thereafter hold such Mallinckrodt Asset or Mallinckrodt Liability, as the case may be, for the use and benefit of the party member of the Mallinckrodt Group entitled thereto (at the expense of such party the member of the Mallinckrodt Group entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party Covidien Group retaining such Mallinckrodt Asset or such Mallinckrodt Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Mallinckrodt Asset or Mallinckrodt Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the Mallinckrodt Group to whom such Mallinckrodt Asset is to be transferred or assigned, or which will assume such Mallinckrodt Liability, as the case may be, in order to place such party member of the Mallinckrodt Group in a substantially similar position as if such Mallinckrodt Asset or Mallinckrodt Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Mallinckrodt Asset or Mallinckrodt Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Mallinckrodt Asset or Mallinckrodt Liability, as the case may be, is to and all costs and expenses related thereto, shall inure from and after the Time of Distribution Date to such partythe Mallinckrodt Group. (di) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Mallinckrodt Asset or the deferral of assumption of any Mallinckrodt Liability pursuant to Section 2.6(b2.5(g), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Mallinckrodt Asset or the assumption of any Mallinckrodt Liability have been removed, the transfer or assignment of the applicable Mallinckrodt Asset or the assumption of the applicable Mallinckrodt Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction DocumentAncillary Agreement. (ej) Any party member of the Covidien Group retaining an a Mallinckrodt Asset or Mallinckrodt Liability due to the deferral of the transfer or assignment of such Mallinckrodt Asset or the deferral of the assumption of such Mallinckrodt Liability, as the case may be, shall not be obligated, in connection with the foregoing and unless the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b)foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by Mallinckrodt or the party member of the Mallinckrodt Group entitled to the Mallinckrodt Asset or Mallinckrodt Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party Mallinckrodt or the member of the Mallinckrodt Group entitled to such Mallinckrodt Asset or Mallinckrodt Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From The Parties will use their commercially reasonable efforts to obtain all material Approvals and after Notifications, if any, necessary to consummate the Time of Distributiontransactions contemplated by this Agreement, to as soon as reasonably practicable, including the extent that Specified Approvals, if any. (b) If the transfer or assignment of any Asset, the assumption of any Liability, the Reorganization or the Distribution requires any Approvals or Notifications (the “Required Approvals”), the parties will use their reasonable best efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable. (b) If and to the extent that the valid, complete and perfected transfer or assignment of any Acquired TCEH Assets or assumption of any Assumed Liabilities would be a violation of violate, in any material respect, any applicable Law or require any Approvals and Notifications or Notifications in connection with the Reorganization, or the Distribution, that has release which have not been obtained or made made, notwithstanding the receipt of the Specified Approvals, then those Acquired TCEH Assets or Assumed Liabilities will be identified in reasonable detail in a written notice given by any Party that would violate such Law by the Time transfer or receipt of Distribution thenthe Acquired TCEH Assets or the assignment or assumption of the Assumed Liability or require such Approvals and Notifications or release, and unless the parties hereto Parties mutually shall otherwise determine, the transfer or assignment of such Acquired TCEH Assets or the assumption of such Assumed Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals and Notifications or Notifications releases have been obtained or made; provided, however, that if such legal impediments are not removed, or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Group or the OpCo Group, as the case may be, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to Pinnacle. (c) If any transfer or assignment of any Acquired TCEH Asset or any assumption of any Assumed Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution TCEH Effective Date, whether as a result of the provisions of Section 2.6(b2.2(b) or for any other reasonotherwise, thenthen the Parties shall use commercially reasonable efforts to effect such transfer, insofar assignment or assumption as promptly following the TCEH Effective Date as shall be reasonably possible, practicable. The member of the party Company Group retaining such Acquired TCEH Asset or such Assumed Liability, as the case may be, shall thereafter hold such Acquired TCEH Asset or Assumed Liability, as the case may be, for the use and benefit of the party member of the SpinCo Group entitled thereto (at the expense of such party the member of the SpinCo Group entitled thereto) until such Acquired TCEH Asset or Assumed Liability is transferred to the party entitled thereto and conveyed to, and assumed by, or until such time as the Company, in good faith, concludes that it is unable, using commercially reasonable efforts, to obtain or cause to be obtained, any consent, approval or release required to transfer such Acquired TCEH Asset or Assumed Liability is retained by the other party pursuant to Section 2.6(b)to, whichever is sooner. In addition, for such period, the a member of the party SpinCo Group, and SpinCo shall, or shall cause the applicable member of the SpinCo Group to, pay or reimburse the Party retaining such Acquired TCEH Asset or Assumed Liability for all amounts reasonably paid or incurred in connection with the retention of such Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Acquired TCEH Asset or Liability in Assumed Liability. The Parties agree that, as between the ordinary course Parties, as of business the TCEH Effective Date, the applicable member of the SpinCo Group shall be deemed to have acquired complete and sole beneficial ownership over all of the Acquired TCEH Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with past practice and take such other actions as may be reasonably requested by the party to whom such Asset is to be transferred or assigned, or which will assume such Liability, as terms of this Agreement all of the case may be, in order to place such party in a substantially similar position as if such Asset or Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, as the case may be, including use, risk of loss, potential for gainAssumed Liabilities, and dominionall duties, control obligations and command over responsibilities incident thereto, which such Asset member is entitled to acquire or Liability, as required to assume pursuant to the case may be, is to inure from and after the Time terms of Distribution to such partythis Agreement. (d) With respect to any Acquired TCEH Assets or Assumed Liabilities described in Section 2.2(c), each of the Company and SpinCo shall, and shall cause the members of its respective Group to, (i) treat for all income Tax purposes and for all purposes of the Tax Matters Agreement, (A) any Acquired TCEH Asset retained by the Company Group as having been transferred to and owned by the member of the SpinCo Group entitled to such Acquired TCEH Asset not later than the TCEH Effective Date and (B) any Assumed Liability retained by the Company Group as a liability having been assumed and owned by the member of the SpinCo Group intended to be subject to such Assumed Liabilities not later than the TCEH Effective Date and (ii) neither report nor take any income Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of a dispute with a Governmental Entity relating to income Taxes). (e) If and when the Approvals any violation of Law or Notifications, the absence of which caused the deferral of transfer or assignment of any other impediment with respect to such retained Acquired TCEH Asset or the deferral of assumption of any Liability pursuant to Section 2.6(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Asset or the assumption of any Liability have Assumed Liabilities has been removedresolved, the transfer or assignment of the applicable Acquired TCEH Asset or the assumption of the applicable Assumed Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or and the applicable Transaction DocumentAssignment and Assumption Agreement. (ef) Any party member of the Company Group retaining an Acquired TCEH Asset or Assumed Liability due to the deferral of the transfer or assignment of such Acquired TCEH Asset or the deferral of the assumption of such Assumed Liability, as the case may be, shall not be obligatednot, in connection with the foregoing and such retention, be obligated, unless the parties Parties have executed documentation providing for such asset or liability to be retained by such party member of the Company Group pursuant to Section 2.6(b2.2(b), to expend any money whatsoever unless the necessary funds are advanced (or otherwise made available) by SpinCo or the party member of the SpinCo Group entitled to the Acquired TCEH Asset or Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party entitled to such Asset or Assumed Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the Internal Distribution or any assignment, transfer, conveyance or delivery of any Controlled Asset, assumption or retention by a member of the RemainCo Group of any Controlled Liability, transfer or assignment of any Asset, the SpinCo Asset or assumption of any Liability, SpinCo Liability in connection with the Reorganization or the Internal Distribution requires any Approvals or Notifications (the “Required Approvals”)Notifications, the parties will use their reasonable best efforts shall endeavor to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between EESLP and Controlled, neither EESLP nor Controlled shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the RemainCo Group of any RemainCo Assets or assumption by the RemainCo Group of any Controlled Liabilities would be a violation of applicable Law Law, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under any Contract or would otherwise adversely affect the rights of a member of the RemainCo Group or the SpinCo Group thereunder or require any Approvals or Notifications in connection with the Reorganization, or the Distribution, Internal Distribution that has have not been obtained or made by the Time of Distribution Effective Time, then, unless the parties hereto mutually shall otherwise mutually determine, the transfer or assignment to the RemainCo Group of such Assets Controlled Assets, or the assumption by the RemainCo Group of such Controlled Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided. Notwithstanding the foregoing, however, that if any such legal impediments are not removed, Controlled Assets or such Approvals Controlled Liabilities shall continue to constitute Controlled Assets or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Group or the OpCo GroupControlled Liabilities, as the case may beapplicable, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in for all other purposes of this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to PinnacleAgreement. (c) If any transfer or assignment of any Controlled Asset or any assumption of any Controlled Liability intended to be transferred, assigned or assumed in connection with the Internal Distribution hereunder, as the case may be, is not consummated on or prior to the Distribution DateEffective Time, whether as a result of the provisions of Section 2.6(b) or for any other reason, then, insofar as reasonably possible, the party member of the SpinCo Group retaining such Controlled Asset or such Controlled Liability, as the case may be, shall thereafter hold such Controlled Asset or Controlled Liability, as the case may be, for the use and benefit of the party member of the RemainCo Group entitled thereto (at the expense of such party the member of the RemainCo Group entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party SpinCo Group retaining such Controlled Asset or such Controlled Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Controlled Asset or Controlled Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the RemainCo Group to whom such Controlled Asset is to be transferred or assigned, or which will assume such Controlled Liability, as the case may be, in order to place such party member of the RemainCo Group in a substantially similar position as if such Controlled Asset or Controlled Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Controlled Asset or Controlled Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Controlled Asset or Controlled Liability, as the case may be, is to and all costs and expenses related thereto, shall inure from and after the Effective Time of Distribution to such partythe RemainCo Group. (d) If any transfer or assignment of any SpinCo Asset or any assumption of any SpinCo Liability not intended to be transferred, assigned or assumed in connection with the Internal Distribution hereunder, as the case may be, is consummated prior to the Effective Time, then, insofar as reasonably possible, the member of the RemainCo Group holding or owning such SpinCo Asset or such SpinCo Liability, as the case may be, shall thereafter hold such SpinCo Asset or SpinCo Liability, as the case may be, for the use and benefit of the member of the SpinCo Group entitled thereto (at the expense of the member of the SpinCo Group entitled thereto). In addition, the member of the RemainCo Group retaining such SpinCo Asset or such SpinCo Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such SpinCo Asset or SpinCo Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the SpinCo Group to whom such SpinCo Asset is to be transferred or assigned, or which will assume such SpinCo Liability, as the case may be, in order to place such member of the SpinCo Group in a substantially similar position as if such SpinCo Asset or SpinCo Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such SpinCo Asset or SpinCo Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such SpinCo Asset or SpinCo Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time to the SpinCo Group. (e) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Controlled Asset or the deferral of assumption of any Controlled Liability pursuant to Section 2.6(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Controlled Asset or the assumption of any Controlled Liability have been removed, the transfer or assignment of the applicable Controlled Asset or the assumption of the applicable LiabilityControlled Liability in connection with the Internal Distribution, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction DocumentAncillary Agreement. (ef) Any party Except as otherwise agreed between EESLP and Controlled, (i) any member of the SpinCo Group retaining an a Controlled Asset or Controlled Liability (whether as a result of the provisions of Section 2.6(b) or for any other reason), and (ii) any member of the RemainCo Group holding or owning a SpinCo Asset or SpinCo Liability due to the deferral of the a transfer or assignment of to, or assumption by, such Asset or the deferral member of the assumption of such Liability, RemainCo Group (as the case may bedescribed in Section 2.5(a)), shall not be obligated, in order to effect the transfer of such Asset or Liability in connection with the foregoing and unless Internal Distribution to the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b)Group member entitled thereto, to expend any money unless the necessary funds are advanced (or otherwise made available) by the party Group member entitled to the Asset or Liabilitythereto, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party the Group member entitled to such Asset or Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any SunCoke Asset, the assumption of any SunCoke Liability, the Reorganization Separation, the IPO or the Distribution requires any Approvals or Notifications (the “Required Approvals”)Notifications, the parties will use their commercially reasonable best efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable, at the times indicated on such Schedule; provided, however, that, except to the extent expressly provided in this Agreement or any of the other Ancillary Agreements, neither Sunoco nor SunCoke shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the SunCoke Group of any SunCoke Assets or assumption by the SunCoke Group of any SunCoke Liabilities would be a violation of applicable Law or require any Approvals or Notifications in connection with the ReorganizationSeparation, the IPO or the Distribution, that has not been obtained or made by the Time of Distribution Separation Date then, unless the parties hereto mutually shall otherwise determine, the transfer or assignment to the SunCoke Group of such SunCoke Assets or the assumption by the SunCoke Group of such SunCoke Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided. Notwithstanding the foregoing, however, that if any such legal impediments are not removed, SunCoke Assets or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually SunCoke Liabilities shall otherwise determine, all continue to constitute SunCoke Assets and SunCoke Liabilities that are held by any member for all other purposes of the Pinnacle Group or the OpCo Group, as the case may be, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to PinnacleAgreement. (c) If any transfer or assignment of any SunCoke Asset or any assumption of any Liability SunCoke Liabilities intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Separation Date, whether as a result of the provisions of Section 2.6(b2.5(b) or for any other reason, then, insofar as reasonably possible, the party member of the Sunoco Group retaining such SunCoke Asset or such SunCoke Liability, as the case may be, shall thereafter hold such SunCoke Asset or SunCoke Liability, as the case may be, for the use and benefit of the party member of the SunCoke Group entitled thereto (at the expense of such party the member of the SunCoke Group entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party Sunoco Group retaining such SunCoke Asset or such SunCoke Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such SunCoke Asset or SunCoke Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the SunCoke Group to whom such SunCoke Asset is to be transferred or assigned, or which will assume such SunCoke Liability, as the case may be, in order to place such party member of the SunCoke Group in a substantially similar position as if such SunCoke Asset or SunCoke Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such SunCoke Asset or SunCoke Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such SunCoke Asset or SunCoke Liability, as the case may be, is to inure from and after the Time of Distribution Separation Date to such partythe SunCoke Group. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any SunCoke Asset or the deferral of assumption of any SunCoke Liability pursuant to Section 2.6(b2.5(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any SunCoke Asset or the assumption of any SunCoke Liability have been removed, the transfer or assignment of the applicable SunCoke Asset or the assumption of the applicable SunCoke Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction DocumentAncillary Agreement. (e) Any party member of the Sunoco Group retaining an a SunCoke Asset or SunCoke Liability due to the deferral of the transfer or assignment of such SunCoke Asset or the deferral of the assumption of such SunCoke Liability, as the case may be, shall not be obligated, in connection with the foregoing and unless the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b)foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by SunCoke or the party member of the SunCoke Group entitled to the SunCoke Asset or SunCoke Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party SunCoke or the member of the SunCoke Group entitled to such SunCoke Asset or SunCoke Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer Second Contribution or assignment any assignment, transfer, conveyance and delivery of any Assetof the SpinCo Specified Assets, SpinCo Contributed Interests or SpinCo Intellectual Property or assumption or retention by a member of the assumption SpinCo Group of any Liability, the Reorganization or SpinCo Specified Liabilities in connection with the Distribution Second Contribution requires any Approvals or Notifications (the “Required Approvals”)Notifications, the parties will use their reasonable best efforts shall endeavor to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between RemainCo and SpinCo, neither RemainCo nor SpinCo nor any member of their respective Groups shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the SpinCo Group of any Assets of the SpinCo Specified Assets, the SpinCo Contributed Interests or SpinCo Intellectual Property or assumption by the SpinCo Group of any SpinCo Specified Liabilities would be a violation of applicable Law Law, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under any contract, agreement or other material instrument or would otherwise adversely affect the rights of a member of the RemainCo Group or the SpinCo Group thereunder or require any Approvals or Notifications in connection with the Reorganization, or the Distribution, Second Contribution that has have not been obtained or made by the Time of Distribution Effective Time, then, unless the parties hereto mutually shall otherwise mutually determine, the transfer or assignment to the SpinCo Group of such Assets SpinCo Specified Asset, SpinCo Contributed Interest or SpinCo Intellectual Property, as applicable, or the assumption by the SpinCo Group of such SpinCo Specified Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided. Notwithstanding the foregoing, howeverany such SpinCo Specified Asset, that if such legal impediments are not removedSpinCo Contributed Interest, SpinCo Intellectual Property or such Approvals SpinCo Specified Liability shall continue to constitute a SpinCo Contributed Interest, SpinCo Intellectual Property or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Group or the OpCo GroupSpinCo Specified Liability, as the case may beapplicable, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in for all other purposes of this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to PinnacleAgreement. (c) If any transfer or assignment of any Asset SpinCo Specified Asset, SpinCo Contributed Interest or SpinCo Intellectual Property or any assumption of any SpinCo Specified Liability intended to be transferred, assigned or assumed in connection with the Second Contribution hereunder, as the case may be, is not consummated on or prior to the Distribution DateEffective Time, whether as a result of the provisions of Section 2.6(b4.2(b) or for any other reason, then, insofar as reasonably possible, the party member of the RemainCo Group retaining such Asset SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or such SpinCo Specified Liability, as the case may be, shall thereafter hold such Asset SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or SpinCo Specified Liability, as the case may be, for the use and benefit of the party member of the SpinCo Group entitled thereto (at the expense of such party the member of the SpinCo Group entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party RemainCo Group retaining such Asset SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or such SpinCo Specified Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or SpinCo Specified Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the SpinCo Group to whom such SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or SpinCo Specified Liability Controlled Asset is to be transferred or assigned, or which will assume such SpinCo Specified Liability, as the case may be, in order to place such party member of the SpinCo Group in a substantially similar position as if such Asset SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or SpinCo Specified Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or SpinCo Specified Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Asset SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or SpinCo Specified Liability, as the case may be, is to and all costs and expenses related thereto, shall inure from and after the Effective Time of Distribution to such partythe SpinCo Group. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Asset SpinCo Specified Asset, SpinCo Contributed Interest or SpinCo Intellectual Property or the deferral of assumption of any SpinCo Specified Liability pursuant to Section 2.6(b4.2 (b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Asset SpinCo Specified Asset, SpinCo Contributed Interest or SpinCo Intellectual Property or the assumption of any SpinCo Specified Liability have been removed, the transfer or assignment of the applicable Asset SpinCo Specified Asset, SpinCo Contributed Interest or SpinCo Intellectual Property or the assumption of the applicable LiabilitySpinCo Specified Liability in connection with the Second Contribution, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction DocumentAncillary Agreement. (e) Any party retaining an Asset or Liability due to the deferral Except as otherwise agreed between RemainCo and SpinCo, any member of the transfer RemainCo Group retaining any SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or assignment of such Asset or the deferral SpinCo Specified Liability (whether as a result of the assumption provisions of such Liability, as the case may beSection 4.2(b) or for any other reason), shall not be obligated, in connection with order to effect the foregoing and unless transfer of such SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or SpinCo Specified Liability to the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b)SpinCo Group, to expend any money unless the necessary funds are advanced (or otherwise made available) by the party entitled to the Asset or LiabilitySpinCo Group, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party entitled to such Asset or Liabilitythe SpinCo Group. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any Transferred Asset or Excluded Asset, the assumption of any Transferred Liability or Excluded Liability, the Reorganization Separation or the Distribution requires any Approvals or Notifications (the “Required Approvals”)Notifications, the parties will use their commercially reasonable best efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement, none of Atlas Energy, Atlas Energy GP, the Partnership or the General Partner shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment of any Transferred Assets or Excluded Asset or assumption of any Transferred Liabilities or Excluded Liability as contemplated by this Agreement would be a violation of applicable Law or require any Approvals or Notifications in connection with the Reorganization, or the Distribution, that has not been obtained or made by the Time of Distribution Date then, unless the parties hereto mutually shall otherwise determine, the transfer such transfer, assignment or assignment of such Assets or the assumption of such Liabilitiesassumption, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided, however, that if such legal impediments are not removed, or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Group or the OpCo Group, as the case may be, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contraryforegoing, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds Transferred Assets, Excluded Asset, Transferred Liabilities or Excluded Liability shall continue to Pinnacleconstitute Transferred Assets, Excluded Asset, Transferred Liabilities or Excluded Liability, respectively, for all other purposes of this Agreement. (c) If any transfer or assignment of any Transferred Asset or Excluded Asset or any assumption of any Transferred Liabilities or Excluded Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.6(b2.3(b) or for any other reason, then, insofar as reasonably possible, the party Person retaining such Asset or such Liability, as the case may be, Liability intended to be so transferred or assumed shall thereafter hold such Asset or Liability, as the case may be, for the use and benefit of the party Person entitled thereto to receive such Asset or Liability (at the expense of the Person entitled to receive such party entitled thereto) until Asset or Liability). In addition, the Person retaining such Asset or Liability is intended to be so transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party retaining such Asset or such Liability assumed shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party Person entitled to whom receive such Asset is to be transferred or assigned, or which will assume such Liability, as the case may be, Liability in order to place such party Person entitled to receive such Asset or Liability in a substantially similar position as if such Asset or Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liability, as the case may be, is to inure from and after the Time of Distribution Date to the Person entitled to receive such partyAsset or Liability. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Asset or the deferral of assumption of any Liability pursuant to Section 2.6(b2.3(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Asset or the assumption of any Liability have been removed, the transfer or assignment of the applicable Asset or the assumption of the applicable Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction Document. (e) Any party retaining an Asset or Liability due to the deferral of the transfer or assignment of such Asset or the deferral of the assumption of such Liability, as the case may be, shall not be obligated, in connection with the foregoing and unless the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b), to expend any money unless the necessary funds are advanced (or otherwise made available) by the party entitled to the Asset or Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party entitled to such Asset or Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any CareFusion Asset, the assumption of any CareFusion Liability, the Reorganization or the Distribution requires any Approvals or Notifications (the “Required Approvals”)Notifications, the parties will use their commercially reasonable best efforts to obtain or make such Approvals or Notifications as soon as reasonably practicablepracticable or, in the case of the CareFusion Assets and the CareFusion Liabilities set forth on Schedule 2.5(c), at the times indicated on such Schedule; provided, however, that, except to the extent expressly provided in any of the other Transaction Documents, neither Cardinal Health nor CareFusion shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the CareFusion Group of any CareFusion Assets or assumption by the CareFusion Group of any CareFusion Liabilities would be a violation of applicable Law or require any Approvals or Notifications in connection with the Reorganization, or the Distribution, that has not been obtained or made by the Effective Time of Distribution then, unless the parties hereto mutually shall otherwise determine, the transfer or assignment to the CareFusion Group of such CareFusion Assets or the assumption by the CareFusion Group of such CareFusion Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided, however, that if such legal impediments are not removed, or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all CareFusion Assets and CareFusion Liabilities that are held by any member of the Pinnacle Group or the OpCo Cardinal Health Group, as the case may be, will be retained transferred or assigned to or assumed by the CareFusion Group at such party indefinitely, time and at CareFusion’s cost by way of a direct transfer or assignment of the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to underlying CareFusion Assets or assumption of the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributionsunderlying CareFusion Liabilities, as the case may be. Notwithstanding the foregoing, of any such funds CareFusion Assets or CareFusion Liabilities shall continue to Pinnacleconstitute CareFusion Assets and CareFusion Liabilities for all other purposes of this Agreement. (c) If any transfer or assignment of any CareFusion Asset or any assumption of any Liability CareFusion Liabilities intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.6(b2.5(b) or for any other reason, then, insofar as reasonably possible, the party member of the Cardinal Health Group retaining such CareFusion Asset or such LiabilityCareFusion Liability (including the CareFusion Assets and CareFusion Liabilities set forth on Schedule 2.5(c)), as the case may be, shall thereafter hold such CareFusion Asset or CareFusion Liability, as the case may be, for the use and benefit of the party member of the CareFusion Group entitled thereto (at the expense of such party the member of the CareFusion Group entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party Cardinal Health Group retaining such CareFusion Asset or such CareFusion Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such CareFusion Asset or CareFusion Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the CareFusion Group to whom such CareFusion Asset is to be transferred or assigned, or which will assume such CareFusion Liability, as the case may be, in order to place such party member of the CareFusion Group in a substantially similar position as if such CareFusion Asset or CareFusion Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such CareFusion Asset or CareFusion Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such CareFusion Asset or CareFusion Liability, as the case may be, is to inure from and after the Effective Time of Distribution to such partythe CareFusion Group. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any CareFusion Asset or the deferral of assumption of any CareFusion Liability pursuant to Section 2.6(b2.5(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any CareFusion Asset or the assumption of any CareFusion Liability have been removed, the transfer or assignment of the applicable CareFusion Asset or the assumption of the applicable CareFusion Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction Document. (e) Any party member of the Cardinal Health Group retaining an a CareFusion Asset or CareFusion Liability due to the deferral of the transfer or assignment of such CareFusion Asset or the deferral of the assumption of such CareFusion Liability, as the case may be, shall not be obligated, in connection with the foregoing and unless the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b)foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by CareFusion or the party member of the CareFusion Group entitled to the CareFusion Asset or CareFusion Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party CareFusion or the member of the CareFusion Group entitled to such CareFusion Asset or CareFusion Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any Xxxxxxxx 66 Asset, the assumption of any Xxxxxxxx 66 Liability, the Reorganization Separation or the Distribution requires any Approvals or Notifications (the “Required Approvals”)Notifications, the parties will use their reasonable best efforts endeavor to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between ConocoPhillips and Xxxxxxxx 66, neither ConocoPhillips nor Xxxxxxxx 66 shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the Xxxxxxxx 66 Group of any Xxxxxxxx 66 Assets or assumption by the Xxxxxxxx 66 Group of any Xxxxxxxx 66 Liabilities would be a violation of applicable Law Law, or require any Approvals or Notifications in connection with the Reorganization, Separation or the Distribution, Distribution that has have not been obtained or made by the Time of Distribution Date, then, unless the parties hereto mutually shall otherwise mutually determine, the transfer or assignment to the Xxxxxxxx 66 Group of such Xxxxxxxx 66 Assets or the assumption by the Xxxxxxxx 66 Group of such Xxxxxxxx 66 Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided. Notwithstanding the foregoing, however, that if any such legal impediments are not removed, Xxxxxxxx 66 Assets or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually Xxxxxxxx 66 Liabilities shall otherwise determine, all continue to constitute Xxxxxxxx 66 Assets and Xxxxxxxx 66 Liabilities that are held by any member for all other purposes of the Pinnacle Group or the OpCo Group, as the case may be, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to PinnacleAgreement. (c) If any transfer or assignment of any Xxxxxxxx 66 Asset or any assumption of any Xxxxxxxx 66 Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.6(b2.5(b) or for any other reason, then, insofar as reasonably possible, the party member of the ConocoPhillips Group retaining such Xxxxxxxx 66 Asset or such Xxxxxxxx 66 Liability, as the case may be, shall thereafter hold such Xxxxxxxx 66 Asset or Xxxxxxxx 66 Liability, as the case may be, for the use and benefit of the party member of the Xxxxxxxx 66 Group entitled thereto (at the expense of such party the member of the Xxxxxxxx 66 Group entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party ConocoPhillips Group retaining such Xxxxxxxx 66 Asset or such Xxxxxxxx 66 Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Xxxxxxxx 66 Asset or Xxxxxxxx 66 Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the Xxxxxxxx 66 Group to whom such Xxxxxxxx 66 Asset is to be transferred or assigned, or which will assume such Xxxxxxxx 66 Liability, as the case may be, in order to place such party member of the Xxxxxxxx 66 Group in a substantially similar position as if such Xxxxxxxx 66 Asset or Xxxxxxxx 66 Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Xxxxxxxx 66 Asset or Xxxxxxxx 66 Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Xxxxxxxx 66 Asset or Xxxxxxxx 66 Liability, as the case may be, is to and all costs and expenses related thereto, shall inure from and after the Time Distribution Date (or, in the case of any such Xxxxxxxx 66 Assets or Xxxxxxxx 66 Liabilities intended to be transferred, assigned or assumed hereunder, as the case may be, by Xxxxxxxx 66 Company pursuant to the Internal Contribution on or prior to the Internal Distribution Date, from and after the Internal Distribution Date) to such partythe Xxxxxxxx 66 Group. (d) If any transfer or assignment of any Excluded Asset or any assumption of any Excluded Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Distribution Date (as described in Section 2.4(a)), then, insofar as reasonably possible, the member of the Xxxxxxxx 66 Group holding or owning such Excluded Asset or such Excluded Liability, as the case may be, shall thereafter hold such Excluded Asset or Excluded Liability, as the case may be, for the use and benefit of the member of the ConocoPhillips Group entitled thereto (at the expense of the member of the ConocoPhillips Group entitled thereto). In addition, the member of the Xxxxxxxx 66 Group retaining such Excluded Asset or such Excluded Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Excluded Asset or Excluded Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the ConocoPhillips Group to whom such Excluded Asset is to be transferred or assigned, or which will assume such Excluded Liability, as the case may be, in order to place such member of the ConocoPhillips Group in a substantially similar position as if such Excluded Asset or Excluded Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Excluded Asset or Excluded Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Excluded Asset or Excluded Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Distribution Date (or, in the case of any such Excluded Assets or Excluded Liabilities that were transferred, assigned or assumed hereunder, as the case may be, by ConocoPhillips Company in connection with the Internal Contribution on or prior to the Internal Distribution Date, from and after the Internal Distribution Date) to the ConocoPhillips Group. (e) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Xxxxxxxx 66 Asset or the deferral of assumption of any Xxxxxxxx 66 Liability pursuant to Section 2.6(b2.5(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Xxxxxxxx 66 Asset or the assumption of any Xxxxxxxx 66 Liability have been removed, the transfer or assignment of the applicable Xxxxxxxx 66 Asset or the assumption of the applicable Xxxxxxxx 66 Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction DocumentAncillary Agreement. (ef) Any party Except as otherwise agreed between ConocoPhillips and Xxxxxxxx 66, (i) any member of the ConocoPhillips Group retaining an a Xxxxxxxx 66 Asset or Xxxxxxxx 66 Liability (whether as a result of the provisions of Section 2.5(b) or for any other reason), and (ii) any member of the Xxxxxxxx 66 Group holding or owning an Excluded Asset or Excluded Liability due to the deferral of the a transfer or assignment of to, or assumption by, such Asset or the deferral member of the assumption of such Liability, Xxxxxxxx 66 Group (as the case may bedescribed in Section 2.4(a)), shall not be obligated, in connection with order to effect the foregoing and unless transfer of such Asset or Liability to the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b)Group member entitled thereto, to expend any money unless the necessary funds are advanced (or otherwise made available) by the party Group member entitled to the Asset or Liabilitythereto, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party the Group member entitled to such Asset or Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of DistributionThe Parties will use their commercially reasonable efforts to obtain all Required Approvals as soon as reasonably practicable; provided, however, that, except to the extent that expressly provided in any of the transfer other Transaction Agreements, neither WHI nor CS&L shall be obligated to contribute capital or assignment pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Asset, the assumption of any Liability, the Reorganization or the Distribution requires any Approvals or Notifications (the “Required Approvals”), the parties will use their reasonable best efforts Person in order to obtain or make such Approvals or Notifications as soon as reasonably practicableRequired Approvals. (b) If and to the extent that it is mutually determined by the valid, complete and perfected Parties prior to the Distribution Date that the transfer or assignment of any Assets or assumption of any Liabilities would be a violation violative, in any material respect, of an applicable Law or require any notwithstanding the receipt of the Required Approvals or Notifications in connection with the Reorganization, or the Distribution, that has not been obtained or made by the Time of Distribution then, unless the parties hereto Parties mutually shall otherwise determine, the transfer or assignment of such Assets or the assumption of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications necessary to resolve such violation of Law have been obtained or made; provided, however, that if such legal impediments are not removed, or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto Parties mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle WHI Group or the OpCo CS&L Group, as the case may be, will be retained by such party Party indefinitely, and the parties Parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to Pinnacle. (c) If any transfer or assignment of any Assigned Asset or any assumption of any Assumed Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.6(b2.5(b) or for any other reason, thenthen the Parties shall use reasonable best efforts to effect such transfer, insofar assignment or assumption as reasonably possible, promptly following the party Distribution Date as shall be practicable. The member of the WHI Group retaining such Assigned Asset or such Assumed Liability, as the case may be, shall thereafter hold such Assigned Asset or Assumed Liability, as the case may be, for the use and benefit of the party member of the CS&L Group entitled thereto (at the expense of such party the member of the CS&L Group entitled thereto) until such Assigned Asset or Assumed Liability is transferred to a member of the party entitled thereto CS&L Group or until such Assigned Asset or Assumed Liability is retained by the other party member of the WHI Group pursuant to Section 2.6(b2.5(b), whichever is sooner, and CS&L shall, or shall cause the applicable member of the CS&L Group to, pay or reimburse the Party retaining such Assumed Liability for all amounts paid or incurred in connection with the retention of such liability. In addition, for such period, the member of the party WHI Group retaining such Assigned Asset or such Assumed Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Assigned Asset or Assumed Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the CS&L Group to whom such Assigned Asset is to be transferred or assigned, or which will assume such Assumed Liability, as the case may bebe (including possession, use, risk of loss, potential for gain, and dominion, control and command over such Assigned Asset or Assumed Liability), in order to place such party member of the CS&L Group in a substantially similar position as if such Assigned Asset or Assumed Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Assigned Asset or Assumed Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Assigned Asset or Assumed Liability, as the case may be, is to inure from and after the Effective Time to the CS&L Group. In furtherance of the foregoing, the Parties agree that, as of the Distribution Date, each member of the CS&L Group shall be deemed to have acquired complete and sole beneficial ownership over all of the Assigned Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Assumed Liabilities, and all duties, obligations and responsibilities incident thereto, which such partymember is entitled to acquire or required to assume pursuant to the terms of this Agreement. (d) With respect to Assigned Assets or Assigned Liabilities described in Section 2.5(c), each of WHI and CS&L shall, and shall cause the members of its respective Group to, (i) treat for all income Tax purposes, (A) any Assigned Asset retained by the WIN Group as having been transferred to and owned by the member of the CS&L Group entitled to such Assigned Asset not later than the Distribution Date and (B) any Assigned Liability retained by the WHI Group as a liability having been assumed and owned by the member of the CS&L Group intended to be subject to such Assumed Liabilities not later than the Distribution Date and (ii) neither report nor take any income Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of a Tax Contest relating to income Taxes). (e) If and when the Approvals or Notifications, the absence any violation of which caused the deferral of transfer or assignment of any Asset or the deferral of assumption of any Liability pursuant to Law contemplated in Section 2.6(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Asset or the assumption of any Liability have 2.5(b) has been removedresolved, the transfer or assignment of the applicable Assigned Asset or the assumption of the applicable Assumed Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction DocumentAgreement. (ef) Any party member of the WHI Group retaining an Assigned Asset or Assumed Liability due to the deferral of the transfer or assignment of such Assigned Asset or the deferral of the assumption of such Assumed Liability, as the case may be, shall not be obligated, in connection with the foregoing and unless required by the parties Master Lease or the Parties have executed documentation providing for such asset or liability to be retained by such party Party pursuant to Section 2.6(b2.5(b), to expend any money unless the necessary funds are advanced (or otherwise made available) by CS&L or the party member of the CS&L Group entitled to the Assigned Asset or Assumed Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party CS&L or the member of the CS&L Group entitled to such Assigned Asset or Assumed Liability. (fg) To the extent any Pinnacle Assigned Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6WHI Group, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Assigned Asset shall not be impacted by the transfer or retention of such Pinnacle Assigned Asset to by a member of the OpCo WHI Group (and such rent and other obligations shall be determined as if such Pinnacle Assigned Asset had been transferred or assigned to Pinnacle CS&L or a member of the Pinnacle CS&L Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any SSL Asset, the assumption of any SSL Liability, the Reorganization transfer or assignment of any Excluded Asset, the assumption of any Excluded Liability, or the Distribution Separation or Reorganization requires any Approvals or Notifications—and to the extent such Approvals or Notifications (the “Required Approvals”), have not already been obtained—the parties will use their reasonable best efforts shall endeavor to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between SunEdison and SSL, neither SunEdison nor SSL shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment to (i) the SSL Group of any SSL Assets or assumption by the SSL Group of any SSL Liabilities or (ii) the SunEdison Group of any Excluded Asset or assumption by the SunEdison Group of any Excluded Liability, would be a violation of applicable Law Law, or require any Approvals or Notifications in connection with the Reorganization, or the Distribution, Separation that has have not been obtained or made by the Time of Distribution Effective Date, then, unless the parties hereto mutually shall otherwise mutually determine, the transfer or assignment to the SSL Group of such SSL Assets or to the SunEdison Group of such Excluded Assets, or the assumption by the SSL Group of such SSL Liabilities or the SunEdison Group of such Excluded Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided. Notwithstanding the foregoing, howeverany such SSL Assets or Excluded Assets or SSL Liabilities or Excluded Liabilities shall continue to constitute SSL Assets, that if such legal impediments are not removedExcluded Assets, SSL Liabilities or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Group or the OpCo GroupExcluded Liabilities, as the case may beapplicable, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in for all other purposes of this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to PinnacleAgreement. (c) If any transfer or assignment of any SSL Asset or SSL Liability is owned or held by any assumption member of the SunEdison Group after the Effective Date, or any Excluded Asset or Excluded Liability intended to be transferred, assigned or assumed hereunder, as is held by any member of the case may be, is not consummated on or prior to SSL Group after the Distribution Effective Date, whether as a result of the provisions of Section 2.6(b(b) or for any other reason, then, insofar as reasonably possible, the party retaining member of the SSL Group holding or owning such Excluded Asset or such Excluded Liability, or the member of the SunEdison Group holding such SSL Asset or SSL Liability, as the case may be, shall thereafter hold such SSL Asset or Excluded Asset or SSL Liability or Excluded Liability, as the case may be, for the use and benefit of the party member of the SunEdison Group or SSL Group entitled thereto (at the expense of such party the member of the SunEdison Group or SSL Group entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party SSL Group retaining such Excluded Asset or such Liability Excluded Liability, or the member of the SunEdison Group retaining such SSL Asset or SSL Liability, shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such SSL Asset or Excluded Asset or SSL Liability or Excluded Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the SSL Group or SunEdison Group to whom such SSL Asset or Excluded Asset is to be transferred or assigned, or which will shall assume such SSL Liability or Excluded Liability, as the case may be, in order to place such party member of the SSL Group or SunEdison Group in a substantially similar position as if such SSL Asset or Excluded Asset or SSL Liability or Excluded Liability had been transferred, assigned assigned, assumed or assumed as contemplated hereby retained in connection with the Separation to or by the party entitled thereto and so that all the benefits and burdens relating to such SSL Asset or Excluded Asset or SSL Liability or Excluded Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such SSL Asset or Excluded Asset or SSL Liability or Excluded Liability, as the case may be, is to and all costs and expenses related thereto, shall inure from and after the Time Effective Date to the SSL Group, in the case of Distribution to such partyany SSL Asset or SSL Liability, or the SunEdison Group, in the case of any Excluded Asset or Excluded Liability. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any SSL Asset or Excluded Asset or the deferral of assumption of any SSL Liability or Excluded Liability pursuant to Section 2.6(b(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any SSL Asset or Excluded Asset or the assumption of any SSL Liability or Excluded Liability have been removed, the transfer or assignment of the applicable SSL Asset or Excluded Asset or the assumption of the applicable SSL Liability or Excluded Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction DocumentAncillary Agreement. (e) Any party Except as otherwise agreed between SunEdison and SSL, (i) any member of the SunEdison Group retaining an a SSL Asset or SSL Liability due to the deferral (whether as a result of the transfer provisions of Section 2.1(c), Section (b) or assignment for any other reason) and (ii) any member of such the SSL Group holding or owning an Excluded Asset or the deferral Excluded Liability (whether as a result of the assumption provisions of such LiabilitySection 2.2(a), as the case may beSection (b) or for any other reason), shall not be obligated, in connection with order to effect the foregoing and unless transfer of such Asset or Liability to the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b)Group member entitled thereto, to expend any money unless the necessary funds are advanced (or otherwise made available) by the party Group member entitled to the Asset or Liabilitythereto, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party the Group member entitled to such Asset or Liability. (f) To Nothing in this Agreement or any Ancillary Agreement shall be deemed to constitute a transfer or assignment, or an attempted transfer or assignment, of any Asset by any party (or any of its Affiliates) to any other party (or any of its Affiliates) to the extent that such transfer or assignment, or attempted transfer or assignment, would constitute a breach of any Pinnacle Asset intended contract to be subject to which SSL or SunEdison is a party, result in the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect counterparty to such Pinnacle Asset shall not be impacted by contract acquiring the transfer right to terminate such contract or retention cause forfeiture or loss of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated herebyAsset. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any Asset, the assumption of any Liability, the Reorganization or the Distribution requires any Approvals or Notifications (the “Required Approvals”), the parties will use their commercially reasonable best efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in any of the other Transaction Documents, neither Penn nor GLPI shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment of any Assets or assumption of any Liabilities would be a violation of applicable Law or require any Approvals or Notifications in connection with the Reorganization, or the Distribution, that has not been obtained or made by the Effective Time of Distribution then, unless the parties hereto mutually shall otherwise determine, the transfer or assignment of such Assets or the assumption of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided, however, that if such legal impediments are not removed, or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Penn Group or the OpCo GLPI Group, as the case may be, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to Pinnacle. (c) If any transfer or assignment of any GLPI Asset or any assumption of any Liability GLPI Liabilities intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.6(b2.5(b) or for any other reason, then, insofar as reasonably possible, the party member of the Penn Group retaining such GLPI Asset or such GLPI Liability, as the case may be, shall thereafter hold such GLPI Asset or GLPI Liability, as the case may be, for the use and benefit of the party member of the GLPI Group entitled thereto (at the expense of such party the member of the GLPI Group entitled thereto) until such GLPI Asset or GLPI Liability is transferred to a member of the party entitled thereto GLPI Group or until such GLPI Asset or GLPI Liability is retained by the other party member of the Penn Group pursuant to Section 2.6(b2.5(b), whichever is sooner. In addition, for such period, the member of the party Penn Group retaining such GLPI Asset or such GLPI Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such GLPI Asset or GLPI Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the GLPI Group to whom such GLPI Asset is to be transferred or assigned, or which will assume such GLPI Liability, as the case may be, in order to place such party member of the GLPI Group in a substantially similar position as if such GLPI Asset or GLPI Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such GLPI Asset or GLPI Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such GLPI Asset or GLPI Liability, as the case may be, is to inure from and after the Effective Time of Distribution to such partythe GLPI Group. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any GLPI Asset or the deferral of assumption of any GLPI Liability pursuant to Section 2.6(b2.5(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any GLPI Asset or the assumption of any GLPI Liability have been removed, the transfer or assignment of the applicable GLPI Asset or the assumption of the applicable GLPI Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction Document. (e) Any party member of the Penn Group retaining an a GLPI Asset or GLPI Liability due to the deferral of the transfer or assignment of such GLPI Asset or the deferral of the assumption of such GLPI Liability, as the case may be, shall not be obligated, in connection with the foregoing and unless the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b2.5(b), to expend any money unless the necessary funds are advanced (or otherwise made available) by GLPI or the party member of the GLPI Group entitled to the GLPI Asset or GLPI Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party GLPI or the member of the GLPI Group entitled to such GLPI Asset or GLPI Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any Assigned Asset, the assumption of any Assumed Liability, the Reorganization or the Distribution requires any Approvals or Notifications (the “"Required Approvals”"), the parties Parties will use their commercially reasonable best efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in any of the other Transaction Agreement, neither Xxxxxx nor FCPT shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that it is mutually determined by the valid, complete and perfected Parties prior to the Distribution Date that any Required Approvals cannot be obtained or that the transfer or assignment of any Assets or assumption of any Liabilities would be a violation violative, in any material respect, of an applicable Law or require any notwithstanding the receipt of the Required Approvals or Notifications in connection with the Reorganization, or the Distribution, that has not been obtained or made by the Time of Distribution then, unless the parties hereto Parties mutually shall otherwise determine, the transfer or assignment of such Assets or the assumption of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such necessary Approvals or Notifications have been obtained or mademade and all violations of Law have been resolved; provided, however, that if such legal impediments are not removed, or such Approvals or Notifications are not obtained or mademade or such violations of Law are not resolved, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto Parties mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Xxxxxx Group or the OpCo FCPT Group, as the case may be, will be retained by such party Party indefinitely, and the parties Parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to Pinnacle. (c) If any transfer or assignment of any Assigned Asset or any assumption of any Assumed Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.6(b2.5(b) or for any other reason, thenthen the Parties shall use commercially reasonable efforts to effect such transfer, insofar assignment or assumption as reasonably possible, promptly following the party Distribution Date as shall be practicable. The member of the Xxxxxx Group retaining such Assigned Asset or such Assumed Liability, as the case may be, shall thereafter hold such Assigned Asset or Assumed Liability, as the case may be, for the use and benefit of the party member of the FCPT Group entitled thereto (at the expense of such party the member of the FCPT Group entitled thereto) until such Assigned Asset or Assumed Liability is transferred to a member of the party entitled thereto FCPT Group or until such Assigned Asset or Assumed Liability is retained by the other party member of the Xxxxxx Group pursuant to Section 2.6(b2.5(b), whichever is sooner, and FCPT shall, or shall cause the applicable member of the FCPT Group to, pay or reimburse the Party retaining such Assumed Liability for all amounts paid or incurred in connection with the retention of such liability. In addition, for such period, the member of the party Xxxxxx Group retaining such Assigned Asset or such Assumed Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Assigned Asset or Assumed Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the FCPT Group to whom such Assigned Asset is to be transferred or assigned, or which will assume such Assumed Liability, as the case may bebe (including possession, use, risk of loss, potential for gain, and dominion, control and command over such Assigned Asset or Assumed Liability), in order to place such party member of the FCPT Group in a substantially similar position as if such Assigned Asset or Assumed Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Assigned Asset or Assumed Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Assigned Asset or Assumed Liability, as the case may be, is to inure from and after the Effective Time to the FCPT Group. In furtherance of the foregoing, the Parties agree that, as of the Distribution Date, each member of the FCPT Group shall be deemed to have acquired complete and sole beneficial ownership over all of the Assigned Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Assumed Liabilities, and all duties, obligations and responsibilities incident thereto, which such partymember is entitled to acquire or required to assume pursuant to the terms of this Agreement. (d) With respect to Assigned Assets or Assigned Liabilities described in Section 2.5(c), each of Xxxxxx and FCPT shall, and shall cause the members of its respective Group to, (i) treat for all income Tax purposes, (A) any Assigned Asset retained by the Xxxxxx Group as having been transferred to and owned by the member of the FCPT Group entitled to such Assigned Asset not later than the Distribution Date and (B) any Assigned Liability retained by the Xxxxxx Group as a liability having been assumed and owned by the member of the FCPT Group intended to be subject to such Assumed Liabilities not later than the Distribution Date and (ii) neither report nor take any income Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of a Tax Contest relating to income Taxes). (e) If and when the Approvals or Notifications, Notifications the absence of which caused the deferral of transfer or assignment of any Assigned Asset or the deferral of assumption of any Assumed Liability pursuant to Section 2.6(b), 2.5(b) are obtained or made, and, if and when any other legal impediments for the transfer or assignment violation of any Asset or the assumption of any Liability have Law contemplated in Section 2.5(b) has been removedresolved, the transfer or assignment of the applicable Assigned Asset or the assumption of the applicable Assumed Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction DocumentAgreement. (ef) Any party member of the Xxxxxx Group retaining an Assigned Asset or Assumed Liability due to the deferral of the transfer or assignment of such Assigned Asset or the deferral of the assumption of such Assumed Liability, as the case may be, shall not be obligated, in connection with the foregoing and foregoing, unless the parties Parties have executed documentation providing for such asset or liability to be retained by such party Party pursuant to Section 2.6(b2.5(b), to expend any money unless the necessary funds are advanced (or otherwise made available) by FCPT or the party member of the FCPT Group entitled to the Assigned Asset or Assumed Liability, other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees, all of which shall be promptly reimbursed by such party FCPT or the member of the FCPT Group entitled to such Assigned Asset or Assumed Liability. (fg) To the extent any Pinnacle Assigned Asset intended to be subject to the Master Lease Leases is transferred to or retained by a member of the OpCo Xxxxxx Group pursuant to this Section 2.62.5(b), the rent payable under the Master Lease Leases and the other obligations of the tenant and the landlord under the Master Lease Leases with respect to such Pinnacle Assigned Asset shall not be impacted by the transfer or retention of such Pinnacle Assigned Asset to by a member of the OpCo Xxxxxx Group (and such rent and other obligations shall be determined as if such Pinnacle Assigned Asset had been transferred or assigned to Pinnacle FCPT or a member of the Pinnacle FCPT Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any SpinCo Asset, the assumption of any SpinCo Liability, the Reorganization transfer or assignment of any Excluded Asset, the assumption of any Excluded Liability, or the Separation or the Distribution requires any Approvals or Notifications (the “Required Approvals”)Notifications, the parties will use their reasonable best efforts shall endeavor to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between NOV and SpinCo, neither NOV nor SpinCo shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment to (i) the SpinCo Group of any SpinCo Assets or assumption by the SpinCo Group of any SpinCo Liabilities or (ii) the NOV Group of any Excluded Asset or assumption by the NOV Group of any Excluded Liability, would be a violation of applicable Law Law, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under any contract, agreement or other material instrument or would otherwise adversely affect the rights of a member of the SpinCo Group or the NOV Group thereunder or require any Approvals or Notifications in connection with the Reorganization, Separation or the Distribution, Distribution that has have not been obtained or made by the Time of Distribution Effective Time, then, unless the parties hereto mutually shall otherwise mutually determine, the transfer or assignment to the SpinCo Group of such SpinCo Assets or to the NOV Group of such Excluded Assets, or the assumption by the SpinCo Group of such SpinCo Liabilities or the NOV Group of such Excluded Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided. Notwithstanding the foregoing, howeverany such SpinCo Assets or Excluded Assets or SpinCo Liabilities or Excluded Liabilities shall continue to constitute SpinCo Assets, that if such legal impediments are not removedExcluded Assets, SpinCo Liabilities or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Group or the OpCo GroupExcluded Liabilities, as the case may beapplicable, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in for all other purposes of this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to PinnacleAgreement. (c) If any transfer or assignment of any SpinCo Asset or SpinCo Liability is owned or held by any assumption member of the NOV Group after the Effective Time, or any Excluded Asset or Excluded Liability intended to be transferred, assigned or assumed hereunder, as is held by any member of the case may be, is not consummated on or prior to SpinCo Group after the Distribution DateEffective Time, whether as a result of the provisions of Section 2.6(b2.5(b) or for any other reason, then, insofar as reasonably possible, the party retaining member of the SpinCo Group holding or owning such Excluded Asset or such Excluded Liability, or the member of the NOV Group holding such SpinCo Asset or SpinCo Liability, as the case may be, shall thereafter hold such SpinCo Asset or Excluded Asset or SpinCo Liability or Excluded Liability, as the case may be, for the use and benefit of the party member of the NOV Group or SpinCo Group entitled thereto (at the expense of such party the member of the NOV Group or SpinCo Group entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party SpinCo Group retaining such Excluded Asset or such Liability Excluded Liability, or the member of the NOV Group retaining such SpinCo Asset or SpinCo Liability, shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such SpinCo Asset or Excluded Asset or SpinCo Liability or Excluded Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the SpinCo Group or NOV Group to whom such SpinCo Asset or Excluded Asset is to be transferred or assigned, or which will shall assume such SpinCo Liability or Excluded Liability, as the case may be, in order to place such party member of the SpinCo Group or NOV Group in a substantially similar position as if such SpinCo Asset or Excluded Asset or SpinCo Liability or Excluded Liability had been transferred, assigned assigned, assumed or assumed as contemplated hereby retained in connection with the Separation to or by the party entitled thereto and so that all the benefits and burdens relating to such SpinCo Asset or Excluded Asset or SpinCo Liability or Excluded Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such SpinCo Asset or Excluded Asset or SpinCo Liability or Excluded Liability, as the case may be, is to and all costs and expenses related thereto, shall inure from and after the Effective Time to the SpinCo Group, in the case of Distribution to such partyany SpinCo Asset or SpinCo Liability, or the NOV Group, in the case of any Excluded Asset or Excluded Liability. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any SpinCo Asset or Excluded Asset or the deferral of assumption of any SpinCo Liability or Excluded Liability pursuant to Section 2.6(b2.5(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any SpinCo Asset or Excluded Asset or the assumption of any SpinCo Liability or Excluded Liability have been removed, the transfer or assignment of the applicable SpinCo Asset or Excluded Asset or the assumption of the applicable SpinCo Liability or Excluded Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction DocumentAncillary Agreement. (e) Any party Except as otherwise agreed between NOV and SpinCo, (i) any member of the NOV Group retaining an a SpinCo Asset or SpinCo Liability due to the deferral (whether as a result of the transfer provisions of Section 2.1(c), Section 2.5(b) or assignment for any other reason) and (ii) any member of such the SpinCo Group holding or owning an Excluded Asset or the deferral Excluded Liability (whether as a result of the assumption provisions of such LiabilitySection 2.4(a), as the case may beSection 2.5(b) or for any other reason), shall not be obligated, in connection with order to effect the foregoing and unless transfer of such Asset or Liability to the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b)Group member entitled thereto, to expend any money unless the necessary funds are advanced (or otherwise made available) by the party Group member entitled to the Asset or Liabilitythereto, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party the Group member entitled to such Asset or Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any Asset, Asset or the assumption of any Liability, the Reorganization or the Distribution Liability contemplated herein requires any Approvals or Notifications (the “Required Approvals”)Notifications, the parties Parties will use their commercially reasonable best efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between the Parties, neither Party will be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment of any Assets Asset or assumption of any Liabilities Liability contemplated herein would be a violation of applicable Law or require any Approvals or Notifications in connection with the Reorganization, or the Distribution, that has have not been obtained or made by the Effective Time of Distribution then, unless the parties hereto Parties otherwise mutually shall otherwise determine, the transfer or assignment of such Assets Asset or the assumption of such LiabilitiesLiability, as the case may be, shall will be automatically deemed deferred and any such purported transfer, assignment or assumption shall will be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided. Notwithstanding the foregoing, however, that if any such legal impediments are not removed, Assets will continue to constitute SpinCo Assets or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Group or the OpCo GroupCES Assets, as the case may be, and any such Liabilities will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation continue to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution constitute SpinCo Liabilities or distributionsCES Liabilities, as the case may be, for all other purposes of any such funds to Pinnacle. (c) If any transfer or assignment of any Asset or any assumption of any Liability intended to be transferred, assigned or assumed hereunder, as this Agreement and the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.6(b) or for any other reason, then, insofar as reasonably possible, the party Person retaining such Asset or such Liability, as the case may be, shall Liability will thereafter hold such Asset or Liability, as the case may be, for the use and benefit or burden, as applicable, insofar as reasonably possible, of the party Person entitled thereto or obligated thereon hereunder (at the expense of such party entitled theretoPerson’s sole expense). The Parties will use their respective commercially reasonable efforts to continue to seek to remove all legal impediments or obtain such Approvals or Notifications (as applicable) until as soon as reasonably practicable. The Person retaining such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party retaining such Asset or such Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, will treat such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party Person entitled to whom receive such Asset is or obligated to be transferred or assigned, or which will assume such Liability and develop and implement arrangements to place the Person entitled to receive such Asset or obligated to assume such Liability, insofar as reasonably possible and to the extent not prohibited by applicable Law or the relevant Contract, in the same position as if such Asset or Liability, as the case may be, in order to place such party in a substantially similar position as if such Asset or Liability had been transferred, assigned or assumed as contemplated hereby and so such that all the benefits and burdens relating to such Asset or Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liability, as inure to the case may be, is to inure from and after the Time of Distribution to such partyapplicable Group. (dc) If and when the applicable legal impediments are removed or such Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Asset or the deferral of assumption of any Liability pursuant to Section 2.6(b), are Notifications have been obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Asset or the assumption of any Liability have been removed, the transfer or assignment of the applicable Asset or the assumption of the applicable Liability, as the case may be, shall will be effected automatically in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction Document. (e) Any party retaining Ancillary Agreement, without further consideration and without further action of the Parties. In the case of an Asset (including, for the avoidance of doubt, any SpinCo Asset) with a value in excess of $3.0 million, if the applicable legal impediments have not been removed (or Liability due to the deferral of the transfer Approvals have not been obtained or assignment of such Asset or the deferral of the assumption of such LiabilityNotifications have not been made, as applicable) within the case may be, shall not be obligated, in connection with six-month period following the foregoing and unless the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b), to expend any money unless the necessary funds are advanced (or otherwise made available) by the party entitled to the Asset or Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party entitled to such Asset or Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6Distribution, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect Parties will cooperate to expeditiously sell for cash such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member buyer unrelated to the Parties or expeditiously wind down the Asset (and, in the case of equity in an entity, wind down and dispose of all business assets owned directly or indirectly by such entity). Such sale or wind-down will occur before the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) first anniversary of the Distribution Date, then Distribution. The Person entitled to receive such Asset under this Agreement will receive any proceeds of such sale or wind-down. Unless otherwise extended by the parties shall negotiate in good faith with respect to an alternative arrangement to place mutual written agreement of the parties in substantially equivalent economic circumstances with respect Parties on arms-length terms negotiated by the Parties subsequent to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contraryDistribution, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not 2.2 will terminate on the second (2nd) two-year anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any HXXX Asset, the assumption of any HXXX Liability, the Reorganization Separation or the Distribution requires any Approvals or Notifications (the “Required Approvals”)Notifications, the parties Parties will use their commercially reasonable best efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the other Ancillary Agreements, neither HBIO nor HXXX shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the HXXX Group of any HXXX Assets or assumption by the HXXX Group of any HXXX Liabilities would be a violation of applicable Law or require any Approvals or Notifications in connection with the Reorganization, Separation or the Distribution, that has not been obtained or made by the Time of Distribution Separation Date then, unless the parties Parties hereto mutually shall otherwise determine, the transfer or assignment to the HXXX Group of such HXXX Assets or the assumption by the HXXX Group of such HXXX Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided. Notwithstanding the foregoing, however, that if any such legal impediments are not removed, HXXX Assets or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually HXXX Liabilities shall otherwise determine, all continue to constitute HXXX Assets and HXXX Liabilities that are held by any member for all other purposes of the Pinnacle Group or the OpCo Group, as the case may be, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to PinnacleAgreement. (c) If any transfer or assignment of any HXXX Asset or any assumption of any Liability HXXX Liabilities intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Separation Date, whether as a result of the provisions of Section 2.6(b2.5(b) or for any other reason, then, insofar as reasonably possible, the party member of the HBIO Group retaining such HXXX Asset or such HXXX Liability, as the case may be, shall thereafter hold such HXXX Asset or HXXX Liability, as the case may be, for the use and benefit of the party member of the HXXX Group entitled thereto (at the expense of such party the member of the HXXX Group entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party HBIO Group retaining such HXXX Asset or such HXXX Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such HXXX Asset or HXXX Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the HXXX Group to whom such HXXX Asset is to be transferred or assigned, or which will assume such HXXX Liability, as the case may be, in order to place such party member of the HXXX Group in a substantially similar position as if such HXXX Asset or HXXX Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such HXXX Asset or HXXX Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such HXXX Asset or HXXX Liability, as the case may be, is to inure from and after the Time of Distribution Separation Date to such partythe HXXX Group. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any HXXX Asset or the deferral of assumption of any HXXX Liability pursuant to Section 2.6(b2.5(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any HXXX Asset or the assumption of any HXXX Liability have been removed, the transfer or assignment of the applicable HXXX Asset or the assumption of the applicable HXXX Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction DocumentAncillary Agreement. (e) Any party member of the HBIO Group retaining an a HXXX Asset or HXXX Liability due to the deferral of the transfer or assignment of such HXXX Asset or the deferral of the assumption of such HXXX Liability, as the case may be, shall not be obligated, in connection with the foregoing and unless the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b)foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by HXXX or the party member of the HXXX Group entitled to the HXXX Asset or HXXX Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party HXXX or the member of the HXXX Group entitled to such HXXX Asset or HXXX Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any Asset, the assumption of any Liability, the Reorganization or the Distribution requires any Approvals or Notifications (the “Required Approvals”), the parties will use their commercially reasonable best efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in any of the other Transaction Documents, neither Penn nor GLPI shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment of any Assets or assumption of any Liabilities would be a violation of applicable Law or require any Approvals or Notifications in connection with the Reorganization, or the Distribution, that has not been obtained or made by the Effective Time of Distribution then, unless the parties hereto mutually shall otherwise determine, the transfer or assignment of such Assets or the assumption of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided, however, that if such legal impediments are not removed, or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Penn Group or the OpCo GLPI Group, as the case may be, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to Pinnacle. (c) If any transfer or assignment of any GLPI Asset or any assumption of any Liability GLPI Liabilities intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.6(b2.5(b) or for any other reason, then, insofar as reasonably possible, the party member of the Penn Group retaining such GLPI Asset or such GLPI Liability, as the case may be, shall thereafter hold such GLPI Asset or GLPI Liability, as the case may be, for the use and benefit of the party member of the GLPI Group entitled thereto (at the expense of such party the member of the GLPI Group entitled thereto) until such GLPI Asset or GLPI Liability is transferred to a member of the party entitled thereto GLPI Group or until such GLPI Asset or GLPI Liability is retained by the other party member of the Penn Group pursuant to Section 2.6(b2.5(b), whichever is sooner. In addition, for such period, the member of the party Penn Group retaining such GLPI Asset or such GLPI Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such GLPI Asset or GLPI Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the GLPI Group to whom such GLPI Asset is to be transferred or assigned, or which will assume such GLPI Liability, as the case may be, in order to place such party member of the GLPI Group in a substantially similar position as if such GLPI Asset or GLPI Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such GLPI Asset or GLPI Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such GLPI Asset or GLPI Liability, as the case may be, is to inure from and after the Effective Time of Distribution to such partythe GLPI Group. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any GLPI Asset or the deferral of assumption of any GLPI Liability pursuant to Section 2.6(b2.5(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any GLPI Asset or the assumption of any GLPI Liability have been removed, the transfer or assignment of the applicable GLPI Asset or the assumption of the applicable GLPI Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction Document. (e) Any party member of the Penn Group retaining an a GLPI Asset or GLPI Liability due to the deferral of the transfer or assignment of such GLPI Asset or the deferral of the assumption of such GLPI Liability, as the case may be, shall not be obligated, in connection with the foregoing and unless the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b2.5(b), to expend any money unless the necessary funds are advanced (or otherwise made available) by GLPI or the party member of the GLPI Group entitled to the GLPI Asset or GLPI Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party GLPI or the member of the GLPI Group entitled to such GLPI Asset or GLPI Liability. (f) To the extent any Pinnacle GLPI Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6Penn Group, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle GLPI Asset shall not be impacted by the transfer or retention of such Pinnacle GLPI Asset to by a member of the OpCo Penn Group (and such rent and other obligations shall be determined as if such Pinnacle GLPI Asset had been transferred or assigned to Pinnacle GLPI or a member of the Pinnacle GLPI Group); provided, provided that if such Pinnacle GLPI Asset is not transferred or assigned back to Pinnacle GLPI or a member of the Pinnacle GLPI Group by the second (2nd) anniversary of the Distribution Date, then then, unless the parties mutually shall negotiate otherwise determine, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such GLPI Asset shall be modified by mutual agreement of the parties acting in good faith with respect to an alternative arrangement to place reflect the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership exclusion of such Pinnacle GLPI Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to from the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely Master Lease (and the landlord under the Master Lease shall not terminate on the second (2nd) anniversary of the Time of Distribution) have no obligations with respect to any Assets such GLPI Asset unless and until such GLPI Asset is transferred and assigned to GLPI or Liability associated with a member of the leases specified on Schedule 2.6(gGLPI Group), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to the extent that the transfer or assignment of any Asset, the assumption of any Liability, the Reorganization Separation or the Distribution requires any Approvals or Notifications (the “Required Approvals”), the parties will use their reasonable best efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable. (b) If and to the extent that the valid, complete and perfected transfer or assignment of any Assets or assumption of any Liabilities would be a violation of applicable Law or require any Approvals or Notifications in connection with the ReorganizationSeparation, or the Distribution, that has not been obtained or made by the Time of Distribution then, unless the parties hereto mutually shall otherwise determine, the transfer or assignment of such Assets or the assumption of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided, however, that if such legal impediments are not removed, or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Group or the OpCo Group, as the case may be, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to Pinnacle. (c) If any transfer or assignment of any Asset or any assumption of any Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.6(b) or for any other reason, then, insofar as reasonably possible, the party shall, or shall cause its Affiliates retaining such Asset or such LiabilityLiability to, as the case may be, shall thereafter hold such Asset or Liability, as the case may be, for the use and benefit of the party Person entitled thereto (at the expense of such party Person entitled thereto) until such Asset or Liability is transferred to the party Person entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is soonerthereto. In addition, for such period, the member party or the Affiliate of the a party retaining such Asset or such Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party Person to whom such Asset is to be transferred or assigned, or which will assume such Liability, as the case may be, in order to place such party Person in a substantially similar position as if such Asset or Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liability, as the case may be, is to inure from and after the Time of Distribution to such partyPerson. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Asset or the deferral of assumption of any Liability pursuant to Section 2.6(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Asset or the assumption of any Liability have been removed, the transfer or assignment of the applicable Asset or the assumption of the applicable Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction Document. (e) Any party Person retaining an Asset or Liability due to the deferral of the transfer or assignment of such Asset or the deferral of the assumption of such Liability, as the case may be, shall not be obligated, in connection with the foregoing and unless the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b), to expend any money unless the necessary funds are advanced (or otherwise made available) by the party Person entitled to the Asset or Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party entitled to such Asset or Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any Civeo Asset, the assumption of any Civeo Liability, the Reorganization Separation or the Distribution requires any Approvals or Notifications (the “Required Approvals”)Notifications, the parties will use their reasonable best efforts endeavor to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between Oil States and Civeo, neither Oil States nor Civeo shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the Civeo Group of any Civeo Assets or assumption by the Civeo Group of any Civeo Liabilities would be a violation of applicable Law Law, or require any Approvals or Notifications in connection with the Reorganization, Separation or the Distribution, Distribution that has have not been obtained or made by the Time of Distribution Date, then, unless the parties hereto mutually shall otherwise mutually determine, the transfer or assignment to the Civeo Group of such Civeo Assets or the assumption by the Civeo Group of such Civeo Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided. Notwithstanding the foregoing, however, that if any such legal impediments are not removed, Civeo Assets or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually Civeo Liabilities shall otherwise determine, all continue to constitute Civeo Assets and Civeo Liabilities that are held by any member for all other purposes of the Pinnacle Group or the OpCo Group, as the case may be, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to PinnacleAgreement. (c) If any transfer or assignment of any Civeo Asset or any assumption of any Civeo Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.6(b2.5(b) or for any other reason, then, insofar as reasonably possible, the party member of the Oil States Group retaining such Civeo Asset or such Civeo Liability, as the case may be, shall thereafter hold such Civeo Asset or Civeo Liability, as the case may be, for the use and benefit of the party member of the Civeo Group entitled thereto (at the expense of such party the member of the Civeo Group entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party Oil States Group retaining such Civeo Asset or such Civeo Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Civeo Asset or Civeo Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the Civeo Group to whom such Civeo Asset is to be transferred or assigned, or which will assume such Civeo Liability, as the case may be, in order to place such party member of the Civeo Group in a substantially similar position as if such Civeo Asset or Civeo Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Civeo Asset or Civeo Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Civeo Asset or Civeo Liability, as the case may be, is to and all costs and expenses related thereto, shall inure from and after the Time Distribution Date to the Civeo Group. Notwithstanding anything to the contrary in this Agreement, the transfer and assignment of the Specified General Marine Leasing Assets shall be made in accordance with Schedule 1.1D. (d) If any transfer or assignment of any Excluded Asset or any assumption of any Excluded Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Distribution Date (as described in Section 2.4(a)), then, insofar as reasonably possible, the member of the Civeo Group holding or owning such Excluded Asset or such Excluded Liability, as the case may be, shall thereafter hold such Excluded Asset or Excluded Liability, as the case may be, for the use and benefit of the member of the Oil States Group entitled thereto (at the expense of the member of the Oil States Group entitled thereto). In addition, the member of the Civeo Group retaining such Excluded Asset or such Excluded Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Excluded Asset or Excluded Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the Oil States Group to whom such Excluded Asset is to be transferred or assigned, or which will assume such Excluded Liability, as the case may be, in order to place such member of the Oil States Group in a substantially similar position as if such Excluded Asset or Excluded Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such partyExcluded Asset or Excluded Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Excluded Asset or Excluded Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Distribution Date to the Oil States Group. (de) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Civeo Asset or the deferral of assumption of any Civeo Liability pursuant to Section 2.6(b2.5(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Civeo Asset or the assumption of any Civeo Liability have been removed, the transfer or assignment of the applicable Civeo Asset or the assumption of the applicable Civeo Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction DocumentAncillary Agreement. (ef) Any party Except as otherwise agreed between Oil States and Civeo, (i) any member of the Oil States Group retaining an a Civeo Asset or Civeo Liability (whether as a result of the provisions of Section 2.5(b) or for any other reason), and (ii) any member of the Civeo Group holding or owning an Excluded Asset or Excluded Liability due to the deferral of the a transfer or assignment of to, or assumption by, such Asset or the deferral member of the assumption of such Liability, Civeo Group (as the case may bedescribed in Section 2.4(a)), shall not be obligated, in connection with order to effect the foregoing and unless transfer of such Asset or Liability to the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b)Group member entitled thereto, to expend any money unless the necessary funds are advanced (or otherwise made available) by the party Group member entitled to the Asset or Liabilitythereto, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party the Group member entitled to such Asset or Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment Transfer of any Asset, the Asset or assumption of any Liability, the Reorganization or the Distribution Liability contemplated by Section 2.1 requires any Approvals or Notifications (Notifications, from and after the “Required Approvals”)date hereof, the parties will Parties shall use their commercially reasonable best efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided that none of Realty Income or its Group members shall be required to make any payment, incur any Liability or offer or grant any accommodation to any Third Party to obtain any such Approvals or Notifications except to the extent that Orion agrees to reimburse and make whole the Party making such payment, incurring such Liability or granting such accommodation, to such Party’s reasonable satisfaction, for any such payment, Liability or other accommodation made by the Party retaining an Asset or a Liability at Orion’s request. (b) If and to the extent that the valid, valid and complete and perfected transfer or assignment Transfer of any Assets Asset or the valid and complete assumption of any Liabilities Liability contemplated by Section 2.1 would be a violation of applicable Law or require any Approvals or Notifications in connection with the Reorganization, or the Distribution, that has have not been obtained or made by prior to the Time of Distribution Effective Time, then, unless the parties hereto Parties mutually shall otherwise determine, the transfer or assignment Transfer of such Assets Asset, or the assumption of such LiabilitiesLiability, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment Transfer or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided. Notwithstanding the foregoing, howeverany Asset that constitutes an Excluded Asset or Transferred Asset shall continue to constitute an Excluded Asset or Transferred Asset, and any Liability that if constitutes an Excluded Liability or Assumed Liability shall continue to constitute an Excluded Liability or Assumed Liability for all other purposes of this Agreement and be subject to Section 2.4(c). In respect of the deferral of any such Liabilities, the applicable Group member to whom such Liability shall Transfer shall, to the extent not prohibited by Law, (i) indemnify, defend and hold harmless the Group of each other Party and pay, perform and discharge fully all of its obligations or other Liabilities that constitute a deferred Liability from and after the Distribution Effective Time, and (ii) use its commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the applicable Group. If and when the legal or contractual impediments the presence of which caused the deferral of Transfer or assumption of any Asset or Liability pursuant to this Section 2.4(b) are not removed, removed or such any Approvals or Notifications the absence of which caused the deferral of Transfer or assumption of any Asset or Liability pursuant to this Section 2.4(b) are not obtained or made, the Transfer or assumption of the applicable Asset or Liability shall be effected promptly without further consideration in each case by accordance with the second (2nd) anniversary terms of this Agreement and shall, to the extent possible without the imposition of any undue cost on any Party, be deemed to have become effective as of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Group or the OpCo Group, as the case may be, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to PinnacleEffective Time. (c) If any transfer the Transfer or assignment assumption of any Asset or any assumption of any Liability intended to be transferred, assigned Transferred or assumed hereunder, as the case may be, pursuant to Section 2.1 is not consummated on or prior to or at the Distribution Date, whether Effective Time as a result of the provisions of Section 2.6(b2.4(b) or for any other reasonreason (including any misallocated transfers subject to Section 3.2), then, insofar as reasonably possiblepossible and to the extent permitted by applicable Law, the party Person retaining such Asset or such Liability, as the case may be, (i) shall thereafter hold such Asset or Liability, as the case may be, in trust for the use and benefit and burden of the party Person entitled thereto (and at the expense of such party entitled theretoPerson’s sole expense) until such Asset the consummation of the Transfer or Liability is transferred to the party entitled thereto assumption thereof (or until such Asset or Liability is retained as otherwise determined by the other party pursuant Parties); and (ii) with respect to Section 2.6(b)any deferred Assets or Liabilities, whichever is sooner. In addition, for such period, use commercially reasonable efforts to develop and implement mutually acceptable arrangements to place the member of the party retaining such Asset or such Liability shall, insofar as reasonably possible and Person entitled to the extent permitted by applicable Law, treat receive such Asset or Liability in substantially the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party to whom such Asset is to be transferred or assigned, or which will assume such Liability, as the case may be, in order to place such party in a substantially similar same economic position as if such Asset or Liability had been transferred, assigned Transferred or assumed as contemplated hereby by Section 2.1 and so that all the benefits and burdens relating to such Asset or Liability, as the case may beincluding possession, including use, risk of loss, potential for gain, and dominion, ability to enforce the rights under or with respect to and control and command over such Asset or Liability, are to inure from and after the Distribution Effective Time to the applicable member or members of the Group entitled to the receipt of such Asset or required to assume such Liability. Subject to Section 2.4(a), any Person retaining an Asset or a Liability due to the deferral of the Transfer or assumption of such Asset or Liability, as the case may be, is to inure from and after the Time of Distribution to such party. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Asset or the deferral of assumption of any Liability pursuant to Section 2.6(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Asset or the assumption of any Liability have been removed, the transfer or assignment of the applicable Asset or the assumption of the applicable Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction Document. (e) Any party retaining an Asset or Liability due to the deferral of the transfer or assignment of such Asset or the deferral of the assumption of such Liability, as the case may be, shall not be obligatedrequired, in connection with the foregoing and unless the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b)foregoing, to expend make any money unless payments, incur any Liability or offer or grant any accommodation to any Third Party, except to the necessary funds are advanced (or otherwise made available) by extent that the party Person entitled to the Asset or responsible for the Liability, as applicable, agrees to reimburse and make whole the Person retaining an Asset or a Liability, to such Person’s reasonable satisfaction, for any payment or other than reasonable out-of-pocket expenses, attorneys’ fees and recording accommodation made by the Person retaining an Asset or similar fees, all a Liability at the request of which shall be promptly reimbursed by such party the Person entitled to such the Asset or responsible for the Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any CRC Asset, the assumption of any CRC Liability, the Reorganization Separation or the Distribution requires any Approvals or Notifications (the “Required Approvals”)Notifications, the parties will use their reasonable best efforts endeavor to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement (including in Section 2.4(j)) or any of the Ancillary Agreements or as otherwise agreed between OPC and CRC, neither OPC nor CRC shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) To the extent that the transfer or assignment of any OPC Asset, the assumption of any OPC Liability, the Separation or the Distribution requires any Approvals or Notifications, the parties will endeavor to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement (including in Section 2.4(j)) or any of the Ancillary Agreements or as otherwise agreed between OPC and CRC, neither OPC nor CRC shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (c) If and to the extent that the valid, complete and perfected transfer or assignment to the CRC Group of any CRC Assets or assumption by the CRC Group of any CRC Liabilities would be a violation of applicable Law Law, or require any Approvals or Notifications in connection with the Reorganization, Separation or the Distribution, Distribution that has have not been obtained or made by the Time of Distribution Date, then, unless the parties hereto mutually shall otherwise mutually determine, the transfer or assignment to the CRC Group of such CRC Assets or the assumption by the CRC Group of such CRC Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided. Notwithstanding the foregoing, howeverany such CRC Assets or CRC Liabilities shall continue to constitute CRC Assets and CRC Liabilities for all other purposes of this Agreement. (d) If and to the extent that the valid, that if such legal impediments are not removedcomplete and perfected transfer or assignment to the OPC Group of any OPC Assets or assumption by the OPC Group of any OPC Liabilities would be a violation of applicable Law, or such require any Approvals or Notifications are in connection with the Separation or the Distribution that have not been obtained or made, in each case made by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise mutually determine, all the transfer or assignment to the OPC Group of such OPC Assets and Liabilities that are held by any member of the Pinnacle Group or the OpCo Groupassumption by the OPC Group of such OPC Liabilities, as the case may be, will shall be retained by automatically deemed deferred and any such party indefinitelypurported transfer, assignment or assumption shall be null and the parties shall execute mutually acceptable documentation to void until such effect in accordance with applicable Lawtime as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding anything in this Agreement to the contraryforegoing, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds OPC Assets or OPC Liabilities shall continue to Pinnacleconstitute OPC Assets and OPC Liabilities for all other purposes of this Agreement. (ce) If any transfer or assignment of any CRC Asset or any assumption of any CRC Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.6(b2.4(c) or for any other reason, then, insofar as reasonably possible, the party member of the OPC Group retaining such CRC Asset or such CRC Liability, as the case may be, shall thereafter hold such CRC Asset or CRC Liability, as the case may be, for the use and use, benefit and/or burden of the party member of the CRC Group entitled thereto (at the expense and for the account of such party the member of the CRC Group entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party OPC Group retaining such CRC Asset or such CRC Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such CRC Asset or CRC Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the CRC Group to whom such CRC Asset is to be transferred or assigned, or which will assume such CRC Liability, as the case may be, in order to place such party member of the CRC Group in a substantially similar position as if such CRC Asset or CRC Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such CRC Asset or CRC Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such CRC Asset or CRC Liability, as the case may be, is to and all costs and expenses related thereto, shall inure from and after the Time of Distribution Date to such partythe CRC Group. (df) If any transfer or assignment of any OPC Asset or any assumption of any OPC Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.4(d) or for any other reason, then, insofar as reasonably possible, the member of the CRC Group retaining such OPC Asset or such OPC Liability, as the case may be, shall thereafter hold such OPC Asset or OPC Liability, as the case may be, for the use, benefit and/or burden of the member of the OPC Group entitled thereto (at the expense and for the account of the member of the OPC Group entitled thereto). In addition, the member of the CRC Group retaining such OPC Asset or such OPC Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such OPC Asset or OPC Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the OPC Group to whom such OPC Asset is to be transferred or assigned, or which will assume such OPC Liability, as the case may be, in order to place such member of the OPC Group in a substantially similar position as if such OPC Asset or OPC Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such OPC Asset or OPC Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such OPC Asset or OPC Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Distribution Date to the OPC Group. (g) If the transfer or assignment of any OPC Asset or the assumption of any OPC Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Distribution Date, then, insofar as reasonably possible, the member of the CRC Group holding or owning such OPC Asset or such OPC Liability, as the case may be, shall thereafter hold such OPC Asset or OPC Liability, as the case may be, for the use, benefit and/or burden of the member of the OPC Group entitled thereto (at the expense of the member of the OPC Group entitled thereto). In addition, the member of the CRC Group retaining such OPC Asset or such OPC Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such OPC Asset or OPC Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the OPC Group to whom such OPC Asset is to be transferred or assigned, or which will assume such OPC Liability, as the case may be, in order to place such member of the OPC Group in a substantially similar position as if such OPC Asset or OPC Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such OPC Asset or OPC Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such OPC Asset or OPC Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Distribution Date to the OPC Group. (h) If the transfer or assignment of any CRC Asset or the assumption of any CRC Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Distribution Date, then, insofar as reasonably possible, the member of the OPC Group holding or owning such CRC Asset or such CRC Liability, as the case may be, shall thereafter hold such CRC Asset or CRC Liability, as the case may be, for the use, benefit and/or burden of the member of the CRC Group entitled thereto (at the expense of the member of the CRC Group entitled thereto). In addition, the member of the OPC Group retaining such CRC Asset or such CRC Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such CRC Asset or CRC Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the CRC Group to whom such CRC Asset is to be transferred or assigned, or which will assume such CRC Liability, as the case may be, in order to place such member of the CRC Group in a substantially similar position as if such CRC Asset or CRC Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such CRC Asset or CRC Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such CRC Asset or CRC Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Distribution Date to the CRC Group. (i) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any CRC Asset or the deferral of assumption of any CRC Liability pursuant to Section 2.6(b2.4(c) or the deferral of transfer or assignment of any OPC Asset or the deferral of assumption of any OPC Liability pursuant to Section 2.4(d), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any CRC Asset or the assumption of any CRC Liability or for the transfer or assignment of any OPC Asset or the assumption of any OPC Liability, have been removed, the transfer or assignment of the applicable CRC Asset or the assumption of the applicable CRC Liability or the transfer or assignment of the applicable OPC Asset or the assumption of the applicable OPC Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction DocumentAncillary Agreement. (ej) Any party Except as otherwise agreed between OPC and CRC, (i) any member of the OPC Group holding, owning or retaining a CRC Asset or CRC Liability (whether as a result of the provisions of Section 2.4(c) or for any other reason), and (ii) any member of the CRC Group holding, owning or retaining an OPC Asset or OPC Liability due to the deferral of the a transfer or assignment of to, or assumption by, such Asset or the deferral member of the assumption CRC Group (whether as a result of such Liability, as the case may beprovisions of Section 2.4(d) or for any other reason), shall not be obligated, in connection with order to effect the foregoing and unless transfer of such Asset or Liability to the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b)Group member entitled thereto, to expend any money unless the necessary funds are advanced (or otherwise made available) by the party Group member entitled to the Asset or Liabilitythereto, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party the Group member entitled to such Asset or Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer Second Contribution or assignment any assignment, transfer, conveyance and delivery of any Assetof the SpinCo Specified Assets, SpinCo Contributed Interests or SpinCo Intellectual Property or assumption or retention by a member of the assumption SpinCo Group of any Liability, the Reorganization or SpinCo Specified Liabilities in connection with the Distribution Second Contribution requires any Approvals or Notifications (the “Required Approvals”)Notifications, the parties will use their reasonable best efforts shall endeavor to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between RemainCo and SpinCo, neither RemainCo nor SpinCo nor any member of their respective Groups shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the SpinCo Group of any Assets of the SpinCo Specified Assets, the SpinCo Contributed Interests or SpinCo Intellectual Property or assumption by the SpinCo Group of any SpinCo Specified Liabilities would be a violation of applicable Law Law, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under any contract, agreement or other material instrument or would otherwise adversely affect the rights of a member of the RemainCo Group or the SpinCo Group thereunder or require any Approvals or Notifications in connection with the Reorganization, or the Distribution, Second Contribution that has have not been obtained or made by the Time of Distribution Effective Time, then, unless the parties hereto mutually shall otherwise mutually determine, the transfer or assignment to the SpinCo Group of such Assets SpinCo Specified Asset, SpinCo Contributed Interest or SpinCo Intellectual Property, as applicable, or the assumption by the SpinCo Group of such SpinCo Specified Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided. Notwithstanding the foregoing, howeverany such SpinCo Specified Asset, that if such legal impediments are not removedSpinCo Contributed Interest, SpinCo Intellectual Property or such Approvals SpinCo Specified Liability shall continue to constitute a SpinCo Contributed Interest, SpinCo Intellectual Property or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Group or the OpCo GroupSpinCo Specified Liability, as the case may beapplicable, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in for all other purposes of this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to PinnacleAgreement. (c) If any transfer or assignment of any Asset SpinCo Specified Asset, SpinCo Contributed Interest or SpinCo Intellectual Property or any assumption of any SpinCo Specified Liability intended to be transferred, assigned or assumed in connection with the Second Contribution hereunder, as the case may be, is not consummated on or prior to the Distribution DateEffective Time, whether as a result of the provisions of Section 2.6(b4.2(b) or for any other reason, then, insofar as reasonably possible, the party member of the RemainCo Group retaining such Asset SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or such SpinCo Specified Liability, as the case may be, shall thereafter hold such Asset SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or SpinCo Specified Liability, as the case may be, for the use and benefit of the party member of the SpinCo Group entitled thereto (at the expense of such party the member of the SpinCo Group entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party RemainCo Group retaining such Asset SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or such SpinCo Specified Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or SpinCo Specified Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the SpinCo Group to whom such SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or SpinCo Specified Liability Controlled Asset is to be transferred or assigned, or which will assume such SpinCo Specified Liability, as the case may be, in order to place such party member of the SpinCo Group in a substantially similar position as if such Asset SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or SpinCo Specified Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or SpinCo Specified Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Asset SpinCo Specified Asset, SpinCo Contributed Interest, SpinCo Intellectual Property or SpinCo Specified Liability, as the case may be, is to and all costs and expenses related thereto, shall inure from and after the Effective Time of Distribution to such partythe SpinCo Group. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Asset SpinCo Specified Asset, SpinCo Contributed Interest or SpinCo Intellectual Property or the deferral of assumption of any SpinCo Specified Liability pursuant to Section 2.6(b4.2 (b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Asset SpinCo Specified Asset, SpinCo Contributed Interest or SpinCo Intellectual Property or the assumption of any SpinCo Specified Liability have been removed, the transfer or assignment of the applicable Asset SpinCo Specified Asset, SpinCo Contributed Interest or SpinCo Intellectual Property or the assumption of the applicable LiabilitySpinCo Specified Liability in connection with the Second Contribution, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction DocumentAncillary Agreement. (e) Any party retaining an Asset or Liability due to the deferral of the transfer or assignment of such Asset or the deferral of the assumption of such LiabilityExcept as otherwise agreed between RemainCo and SpinCo, as the case may be, shall not be obligated, in connection with the foregoing and unless the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b), to expend any money unless the necessary funds are advanced (or otherwise made available) by the party entitled to the Asset or Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party entitled to such Asset or Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo RemainCo Group pursuant to this Section 2.6retaining any SpinCo Specified Asset, the rent payable under the Master Lease and the other obligations SpinCo Contributed Interest, SpinCo Intellectual Property or SpinCo Specified Liability (whether as a result of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.provisions of

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any Asset, the assumption of any Liability, the Reorganization Liability or the Distribution Separation requires any Approvals or Notifications (the “Required Approvals”)Notifications, the parties Parties will use their reasonable best efforts endeavor to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement (including in Section 2.4(f)) or any of the Ancillary Agreements or as otherwise agreed between the applicable Parties), neither Partnership or Partnership GP, on the one hand, nor Pasadena Holdings, on the other hand, shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment to a Group of any Assets or assumption by a Group of any Liabilities would be a violation of applicable Law Law, or require any Approvals or Notifications in connection with the Reorganization, or the Distribution, Separation that has have not been obtained or made by the Time of Distribution Separation Date, then, unless the parties hereto mutually Parties shall otherwise mutually determine, the transfer or assignment to the applicable Group of such Assets or the assumption by the applicable Group of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided. Notwithstanding the foregoing, however, (i) any such Assets that if such legal impediments are not removed, or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Transferred Assets and any such Liabilities that are held by Assumed Liabilities shall continue to constitute Transferred Assets and Assumed Liabilities for all other purposes of this Agreement; and (ii) any member of the Pinnacle Group or the OpCo Group, as the case may be, will be retained by such party indefinitely, Assets that are Partnership Assets and the parties any such Liabilities that are Partnership Liabilities shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds continue to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, Partnership Assets and Partnership Liabilities for all other purposes of any such funds to Pinnaclethis Agreement. (c) If any transfer or assignment of any Asset or any assumption of any Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Separation Date, whether as a result of the provisions of Section 2.6(b2.4(b) or for any other reason, then, insofar as reasonably possible, the party Group member retaining such Asset or such Liability, as the case may be, shall thereafter hold such Asset or Liability, as the case may be, for the use and use, benefit and/or burden of the party applicable Group member entitled thereto (at the expense and for the account of such party the Group member entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the Group member of the party retaining such Asset or such Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party Group member to whom such Asset is to be transferred or assigned, or which will assume such Liability, as the case may be, in order to place such party Group member in a substantially similar position as if such Asset or Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liability, as the case may be, is to and all costs and expenses related thereto, shall inure from and after the Time of Distribution Separation Date to such partythe applicable Group. (d) If the transfer or assignment of any Asset or the assumption of any Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Separation Date, then, insofar as reasonably possible, the Group member holding or owning such Asset or such Liability, as the case may be, shall thereafter hold such Asset or Liability, as the case may be, for the use, benefit and/or burden of the Group member entitled thereto (at the expense of the Group member entitled thereto). In addition, the Group member retaining such Asset or such Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Group member to whom such Asset is to be transferred or assigned, or which will assume such Liability, as the case may be, in order to place such Group member in a substantially similar position as if such Asset or Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Asset or Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Separation Date to the applicable Group. In addition, the Parties shall use their commercially reasonable efforts to promptly transfer or convey such Asset back to the transferring or conveying Party or to rescind any acceptance or assumption of such Liability, as the case may be. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.4(d) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law. (e) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Asset or the deferral of assumption of any Liability pursuant to Section 2.6(b), 2.4(b) are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Asset or the assumption of any Liability or for the transfer or assignment of any Asset or the assumption of any Liability, have been removed, the transfer or assignment of the applicable Asset or the assumption of the applicable Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction DocumentAncillary Agreement. (ef) Any party Except as otherwise agreed between the Parties, any Group member holding, owning or retaining an any Asset or Liability due to for the deferral use, benefit and/or burden of another Group member entitled thereto (whether as a result of the transfer provisions above or assignment of such Asset or the deferral of the assumption of such Liability, as the case may befor any other reason), shall not be obligated, in connection with order to effect the foregoing and unless transfer of such Asset or Liability to the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b)Group member entitled thereto, to expend any money unless the necessary funds are advanced (or otherwise made available) by the party Group member entitled to the Asset or Liabilitythereto, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party the Group member entitled to such Asset or Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any HXXX Asset, the assumption of any HXXX Liability, the Reorganization Separation, the IPO or the Distribution requires any Approvals or Notifications (the “Required Approvals”)Notifications, the parties Parties will use their commercially reasonable best efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the other Ancillary Agreements, neither HBIO nor HXXX shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the HXXX Group of any HXXX Assets or assumption by the HXXX Group of any HXXX Liabilities would be a violation of applicable Law or require any Approvals or Notifications in connection with the ReorganizationSeparation, the IPO or the Distribution, that has not been obtained or made by the Time of Distribution Separation Date then, unless the parties Parties hereto mutually shall otherwise determine, the transfer or assignment to the HXXX Group of such HXXX Assets or the assumption by the HXXX Group of such HXXX Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided. Notwithstanding the foregoing, however, that if any such legal impediments are not removed, HXXX Assets or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually HXXX Liabilities shall otherwise determine, all continue to constitute HXXX Assets and HXXX Liabilities that are held by any member for all other purposes of the Pinnacle Group or the OpCo Group, as the case may be, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to PinnacleAgreement. (c) If any transfer or assignment of any HXXX Asset or any assumption of any Liability HXXX Liabilities intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Separation Date, whether as a result of the provisions of Section 2.6(b2.5(b) or for any other reason, then, insofar as reasonably possible, the party member of the HBIO Group retaining such HXXX Asset or such HXXX Liability, as the case may be, shall thereafter hold such HXXX Asset or HXXX Liability, as the case may be, for the use and benefit of the party member of the HXXX Group entitled thereto (at the expense of such party the member of the HXXX Group entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party HBIO Group retaining such HXXX Asset or such HXXX Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such HXXX Asset or HXXX Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the HXXX Group to whom such HXXX Asset is to be transferred or assigned, or which will assume such HXXX Liability, as the case may be, in order to place such party member of the HXXX Group in a substantially similar position as if such HXXX Asset or HXXX Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such HXXX Asset or HXXX Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such HXXX Asset or HXXX Liability, as the case may be, is to inure from and after the Time of Distribution Separation Date to such partythe HXXX Group. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any HXXX Asset or the deferral of assumption of any HXXX Liability pursuant to Section 2.6(b2.5(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any HXXX Asset or the assumption of any HXXX Liability have been removed, the transfer or assignment of the applicable HXXX Asset or the assumption of the applicable HXXX Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction DocumentAncillary Agreement. (e) Any party member of the HBIO Group retaining an a HXXX Asset or HXXX Liability due to the deferral of the transfer or assignment of such HXXX Asset or the deferral of the assumption of such HXXX Liability, as the case may be, shall not be obligated, in connection with the foregoing and unless the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b)foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by HXXX or the party member of the HXXX Group entitled to the HXXX Asset or HXXX Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party HXXX or the member of the HXXX Group entitled to such HXXX Asset or HXXX Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to the extent that the transfer or assignment of any Asset, the assumption of any Liability, the Reorganization or the Distribution requires any Approvals or Notifications (the “Required Approvals”), the parties will use their reasonable best efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable. (b) If and to the extent that the valid, complete and perfected transfer or assignment of any Assets or assumption of any Liabilities would be a violation of applicable Law or require any Approvals or Notifications in connection with the Reorganization, or the Distribution, that has not been obtained or made by the Time of Distribution then, unless the parties hereto mutually shall otherwise determine, the transfer or assignment of such Assets or the assumption of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided, however, that if such legal impediments are not removed, or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Group or the OpCo Group, as the case may be, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to Pinnacle. (c) If any transfer or assignment of any Asset or any assumption of any Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.6(b) or for any other reason, then, insofar as reasonably possible, the party retaining such Asset or such Liability, as the case may be, shall thereafter hold such Asset or Liability, as the case may be, for the use and benefit of the party entitled thereto (at the expense of such party entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party retaining such Asset or such Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party to whom such Asset is to be transferred or assigned, or which will assume such Liability, as the case may be, in order to place such party in a substantially similar position as if such Asset or Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liability, as the case may be, is to inure from and after the Time of Distribution to such party. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Asset or the deferral of assumption of any Liability pursuant to Section 2.6(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Asset or the assumption of any Liability have been removed, the transfer or assignment of the applicable Asset or the assumption of the applicable Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction Document. (e) Any party retaining an Asset or Liability due to the deferral of the transfer or assignment of such Asset or the deferral of the assumption of such Liability, as the case may be, shall not be obligated, in connection with the foregoing and unless the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b), to expend any money unless the necessary funds are advanced (or otherwise made available) by the party entitled to the Asset or Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party entitled to such Asset or Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.Section

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment of any Civeo Asset, the assumption of any Civeo Liability, the Reorganization Separation or the Distribution requires any Approvals or Notifications (the “Required Approvals”)Notifications, the parties will use their reasonable best efforts endeavor to obtain or make such Approvals or Notifications as soon as reasonably practicablepracticable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between Oil States and Civeo, neither Oil States nor Civeo shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications. (b) If and to the extent that the valid, complete and perfected transfer or assignment to the Civeo Group of any Civeo Assets or assumption by the Civeo Group of any Civeo Liabilities would be a violation of applicable Law Law, or require any Approvals or Notifications in connection with the Reorganization, Separation or the Distribution, Distribution that has have not been obtained or made by the Time of Distribution Date, then, unless the parties hereto mutually shall otherwise mutually determine, the transfer or assignment to the Civeo Group of such Civeo Assets or the assumption by the Civeo Group of such Civeo Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided. Notwithstanding the foregoing, however, that if any such legal impediments are not removed, Civeo Assets or such Approvals or Notifications are not obtained or made, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the parties hereto mutually Civeo Liabilities shall otherwise determine, all continue to constitute Civeo Assets and Civeo Liabilities that are held by any member for all other purposes of the Pinnacle Group or the OpCo Group, as the case may be, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to PinnacleAgreement. (c) If any transfer or assignment of any Civeo Asset or any assumption of any Civeo Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.6(b2.5(b) or for any other reason, then, insofar as reasonably possible, the party member of the Oil States Group retaining such Civeo Asset or such Civeo Liability, as the case may be, shall thereafter hold such Civeo Asset or Civeo Liability, as the case may be, for the use and benefit of the party member of the Civeo Group entitled thereto (at the expense of such party the member of the Civeo Group entitled thereto) until such Asset or Liability is transferred to the party entitled thereto or until such Asset or Liability is retained by the other party pursuant to Section 2.6(b), whichever is sooner. In addition, for such period, the member of the party Oil States Group retaining such Civeo Asset or such Civeo Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Civeo Asset or Civeo Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party member of the Civeo Group to whom such Civeo Asset is to be transferred or assigned, or which will assume such Civeo Liability, as the case may be, in order to place such party member of the Civeo Group in a substantially similar position as if such Civeo Asset or Civeo Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Civeo Asset or Civeo Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Civeo Asset or Civeo Liability, as the case may be, is to and all costs and expenses related thereto, shall inure from and after the Time Distribution Date to the Civeo Group. Notwithstanding anything to the contrary in this Agreement, the transfer and assignment of the Specified Civeo Offshore Leasing Assets shall be made in accordance with Schedule 1.1A. (d) If any transfer or assignment of any Excluded Asset or any assumption of any Excluded Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Distribution Date (as described in Section 2.4(a)), then, insofar as reasonably possible, the member of the Civeo Group holding or owning such Excluded Asset or such Excluded Liability, as the case may be, shall thereafter hold such Excluded Asset or Excluded Liability, as the case may be, for the use and benefit of the member of the Oil States Group entitled thereto (at the expense of the member of the Oil States Group entitled thereto). In addition, the member of the Civeo Group retaining such Excluded Asset or such Excluded Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Excluded Asset or Excluded Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the Oil States Group to whom such Excluded Asset is to be transferred or assigned, or which will assume such Excluded Liability, as the case may be, in order to place such member of the Oil States Group in a substantially similar position as if such Excluded Asset or Excluded Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such partyExcluded Asset or Excluded Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Excluded Asset or Excluded Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Distribution Date to the Oil States Group. (de) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Civeo Asset or the deferral of assumption of any Civeo Liability pursuant to Section 2.6(b2.5(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Civeo Asset or the assumption of any Civeo Liability have been removed, the transfer or assignment of the applicable Civeo Asset or the assumption of the applicable Civeo Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction DocumentAncillary Agreement. (ef) Any party Except as otherwise agreed between Oil States and Civeo, (i) any member of the Oil States Group retaining an a Civeo Asset or Civeo Liability (whether as a result of the provisions of Section 2.5(b) or for any other reason), and (ii) any member of the Civeo Group holding or owning an Excluded Asset or Excluded Liability due to the deferral of the a transfer or assignment of to, or assumption by, such Asset or the deferral member of the assumption of such Liability, Civeo Group (as the case may bedescribed in Section 2.4(a)), shall not be obligated, in connection with order to effect the foregoing and unless transfer of such Asset or Liability to the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b)Group member entitled thereto, to expend any money unless the necessary funds are advanced (or otherwise made available) by the party Group member entitled to the Asset or Liabilitythereto, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by such party the Group member entitled to such Asset or Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.

Approvals and Notifications. (a) From and after the Time of Distribution, to To the extent that the transfer or assignment Transfer of any Asset, the Asset or assumption of any Liability, the Reorganization or the Distribution Liability contemplated by Section 2.1 requires any Approvals or Notifications (Notifications, from and after the “Required Approvals”)date hereof, the parties will Parties shall use their commercially reasonable best efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided that none of Realty Income, VEREIT or their respective Group members shall be required to make any payment, incur any Liability or offer or grant any accommodation to any Third Party to obtain any such Approvals or Notifications except to the extent that Orion agrees to reimburse and make whole the Party making such payment, incurring such Liability or granting such accommodation, to such Party’s reasonable satisfaction, for any such payment, Liability or other accommodation made by the Party retaining an Asset or a Liability at Orion’s request. (b) If and to the extent that the valid, valid and complete and perfected transfer or assignment Transfer of any Assets Asset or the valid and complete assumption of any Liabilities Liability contemplated by Section 2.1 would be a violation of applicable Law or require any Approvals or Notifications in connection with the Reorganization, or the Distribution, that has have not been obtained or made by prior to the Time of Distribution Effective Time, then, unless the parties hereto Parties mutually shall otherwise determine, the transfer or assignment Transfer of such Assets Asset, or the assumption of such LiabilitiesLiability, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment Transfer or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made; provided. Notwithstanding the foregoing, howeverany Asset that constitutes an Excluded Asset or Transferred Asset shall continue to constitute an Excluded Asset or Transferred Asset, and any Liability that if constitutes an Excluded Liability or Assumed Liability shall continue to constitute an Excluded Liability or Assumed Liability for all other purposes of this Agreement and be subject to Section 2.4(c). In respect of the deferral of any such Liabilities, the applicable Group member to whom such Liability shall Transfer shall, to the extent not prohibited by Law, (i) indemnify, defend and hold harmless the Group of each other Party and pay, perform and discharge fully all of its obligations or other Liabilities that constitute a deferred Liability from and after the Distribution Effective Time, and (ii) use its commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the applicable Group. If and when the legal or contractual impediments the presence of which caused the deferral of Transfer or assumption of any Asset or Liability pursuant to this Section 2.4(b) are not removed, removed or such any Approvals or Notifications the absence of which caused the deferral of Transfer or assumption of any Asset or Liability pursuant to this Section 2.4(b) are not obtained or made, the Transfer or assumption of the applicable Asset or Liability shall be effected promptly without further consideration in each case by accordance with the second (2nd) anniversary terms of this Agreement and shall, to the extent possible without the imposition of any undue cost on any Party, be deemed to have become effective as of the Distribution Date, then, unless the parties hereto mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Pinnacle Group or the OpCo Group, as the case may be, will be retained by such party indefinitely, and the parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law. Notwithstanding anything in this Agreement to the contrary, the funds to be transferred to OpCo pursuant to Section 2.3(b)(vi) shall be transferred to OpCo as soon as reasonably practicable following any distribution or distributions, as the case may be, of any such funds to PinnacleEffective Time. (c) If any transfer the Transfer or assignment assumption of any Asset or any assumption of any Liability intended to be transferred, assigned Transferred or assumed hereunder, as the case may be, pursuant to Section 2.1 is not consummated on or prior to or at the Distribution Date, whether Effective Time as a result of the provisions of Section 2.6(b2.4(b) or for any other reasonreason (including any misallocated transfers subject to Section 3.2), then, insofar as reasonably possiblepossible and to the extent permitted by applicable Law, the party Person retaining such Asset or such Liability, as the case may be, (i) shall thereafter hold such Asset or Liability, as the case may be, in trust for the use and benefit and burden of the party Person entitled thereto (and at the expense of such party entitled theretoPerson’s sole expense) until such Asset the consummation of the Transfer or Liability is transferred to the party entitled thereto assumption thereof (or until such Asset or Liability is retained as otherwise determined by the other party pursuant Parties); and (ii) with respect to Section 2.6(b)any deferred Assets or Liabilities, whichever is sooner. In addition, for such period, use commercially reasonable efforts to develop and implement mutually acceptable arrangements to place the member of the party retaining such Asset or such Liability shall, insofar as reasonably possible and Person entitled to the extent permitted by applicable Law, treat receive such Asset or Liability in substantially the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party to whom such Asset is to be transferred or assigned, or which will assume such Liability, as the case may be, in order to place such party in a substantially similar same economic position as if such Asset or Liability had been transferred, assigned Transferred or assumed as contemplated hereby by Section 2.1 and so that all the benefits and burdens relating to such Asset or Liability, as the case may beincluding possession, including use, risk of loss, potential for gain, and dominion, ability to enforce the rights under or with respect to and control and command over such Asset or Liability, are to inure from and after the Distribution Effective Time to the applicable member or members of the Group entitled to the receipt of such Asset or required to assume such Liability. Subject to Section 2.4(a), any Person retaining an Asset or a Liability due to the deferral of the Transfer or assumption of such Asset or Liability, as the case may be, is to inure from and after the Time of Distribution to such party. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Asset or the deferral of assumption of any Liability pursuant to Section 2.6(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Asset or the assumption of any Liability have been removed, the transfer or assignment of the applicable Asset or the assumption of the applicable Liability, as the case may be, shall be effected in accordance with the terms of this Agreement, the Merger Agreement and/or the applicable Transaction Document. (e) Any party retaining an Asset or Liability due to the deferral of the transfer or assignment of such Asset or the deferral of the assumption of such Liability, as the case may be, shall not be obligatedrequired, in connection with the foregoing and unless the parties have executed documentation providing for such asset or liability to be retained by such party pursuant to Section 2.6(b)foregoing, to expend make any money unless payments, incur any Liability or offer or grant any accommodation to any Third Party, except to the necessary funds are advanced (or otherwise made available) by extent that the party Person entitled to the Asset or responsible for the Liability, as applicable, agrees to reimburse and make whole the Person retaining an Asset or a Liability, to such Person’s reasonable satisfaction, for any payment or other than reasonable out-of-pocket expenses, attorneys’ fees and recording accommodation made by the Person retaining an Asset or similar fees, all a Liability at the request of which shall be promptly reimbursed by such party the Person entitled to such the Asset or responsible for the Liability. (f) To the extent any Pinnacle Asset intended to be subject to the Master Lease is transferred to or retained by a member of the OpCo Group pursuant to this Section 2.6, the rent payable under the Master Lease and the other obligations of the tenant under the Master Lease with respect to such Pinnacle Asset shall not be impacted by the transfer or retention of such Pinnacle Asset to a member of the OpCo Group (and such rent and other obligations shall be determined as if such Pinnacle Asset had been transferred or assigned to Pinnacle or a member of the Pinnacle Group); provided, that if such Pinnacle Asset is not transferred or assigned back to Pinnacle or a member of the Pinnacle Group by the second (2nd) anniversary of the Distribution Date, then the parties shall negotiate in good faith with respect to an alternative arrangement to place the parties in substantially equivalent economic circumstances with respect to the benefits and burdens of ownership of such Pinnacle Asset as if such Pinnacle Asset had been transferred as contemplated hereby. (g) Notwithstanding anything herein to the contrary, the obligations of the parties set forth in Section 2.1(d), this Section 2.6 and Section 2.7 shall continue indefinitely (and shall not terminate on the second (2nd) anniversary of the Time of Distribution) with respect to any Assets or Liability associated with the leases specified on Schedule 2.6(g), the transfer of which has been deferred pursuant to this Section 2.6.