Common use of Approvals and Notifications Clause in Contracts

Approvals and Notifications. (a) To the extent that the transfer or assignment of any Venator Asset, the assumption of any Venator Liability, the Contribution or the IPO 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 Huntsman and Venator), neither Huntsman nor Venator 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 Huntsman Asset, the assumption of any Huntsman Liability, the Contribution or the IPO 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 Huntsman and Venator), neither Huntsman nor Venator 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 Venator Group of any Venator Assets or assumption by the Venator Group of any Venator Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution or the IPO that have not been obtained or made by the Effective Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Venator Group of such Venator Assets or the assumption by the Venator Group of such Venator 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 Venator Assets or Venator Liabilities shall continue to constitute Venator Assets and Venator Liabilities for all other purposes of this Agreement. (d) If and to the extent that the valid, complete and perfected transfer or assignment to the Huntsman Group of any Huntsman Assets or assumption by the Huntsman Group of any Huntsman Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution or the IPO that have not been obtained or made by the Effective Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Huntsman Group of such Huntsman Assets or the assumption by the Huntsman Group of such Huntsman 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 Huntsman Assets or Huntsman Liabilities shall continue to constitute Huntsman Assets and Huntsman Liabilities for all other purposes of this Agreement. (e) If any transfer or assignment of any Venator Asset or any assumption of any Venator Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Date, whether as a result of the provisions of Section 2.4(c) or for any other reason, then, insofar as reasonably possible, the member of the Huntsman Group retaining such Venator Asset or such Venator Liability, as the case may be, shall thereafter hold such Venator Asset or Venator Liability, as the case may be, for the use, benefit and/or burden of the member of the Venator Group entitled thereto (at the expense and for the account of the member of the Venator Group entitled thereto). In addition, the member of the Huntsman Group retaining such Venator Asset or such Venator Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Venator Asset or Venator 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 Venator Group to whom such Venator Asset is to be transferred or assigned, or which will assume such Venator Liability, as the case may be, in order to place such member of the Venator Group in a substantially similar position as if such Venator Asset or Venator Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Venator Asset or Venator Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Venator Asset or Venator Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Venator Group. (f) If any transfer or assignment of any Huntsman Asset or any assumption of any Huntsman Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective 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 Venator Group retaining such Huntsman Asset or such Huntsman Liability, as the case may be, shall thereafter hold such Huntsman Asset or Huntsman Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman Group entitled thereto (at the expense and for the account of the member of the Huntsman Group entitled thereto). In addition, the member of the Venator Group retaining such Huntsman Asset or such Huntsman Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman Asset or Huntsman Liability with reasonable care 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 Huntsman Group to whom such Huntsman Asset is to be transferred or assigned, or which will assume such Huntsman Liability, as the case may be, in order to place such member of the Huntsman Group in a substantially similar position as if such Huntsman Asset or Huntsman Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Huntsman Asset or Huntsman Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman Asset or Huntsman Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Huntsman Group. (g) If the transfer or assignment of any Huntsman Asset or the assumption of any Huntsman Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Date, then, insofar as reasonably possible, the member of the Venator Group holding or owning such Huntsman Asset or such Huntsman Liability, as the case may be, shall thereafter hold such Huntsman Asset or Huntsman Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman Group entitled thereto (at the expense of the member of the Huntsman Group entitled thereto). In addition, the member of the Venator Group retaining such Huntsman Asset or such Huntsman Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman Asset or Huntsman 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 Huntsman Group to whom such Huntsman Asset is to be transferred or assigned, or which will assume such Huntsman Liability, as the case may be, in order to place such member of the Huntsman Group in a substantially similar position as if such Huntsman Asset or Huntsman Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Huntsman Asset or Huntsman Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman Asset or Huntsman Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Huntsman Group. (h) If the transfer or assignment of any Venator Asset or the assumption of any Venator Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Date, then, insofar as reasonably possible, the member of the Huntsman Group holding or owning such Venator Asset or such Venator Liability, as the case may be, shall thereafter hold such Venator Asset or Venator Liability, as the case may be, for the use, benefit and/or burden of the member of the Venator Group entitled thereto (at the expense of the member of the Venator Group entitled thereto). In addition, the member of the Huntsman Group retaining such Venator Asset or such Venator Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Venator Asset or Venator 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 Venator Group to whom such Venator Asset is to be transferred or assigned, or which will assume such Venator Liability, as the case may be, in order to place such member of the Venator Group in a substantially similar position as if such Venator Asset or Venator Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Venator Asset or Venator Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Venator Asset or Venator Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Venator Group. (i) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Venator Asset or the deferral of assumption of any Venator Liability pursuant to Section 2.4(c) or the deferral of transfer or assignment of any Huntsman Asset or the deferral of assumption of any Huntsman 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 Venator Asset or the assumption of any Venator Liability or for the transfer or assignment of any Huntsman Asset or the assumption of any Huntsman Liability, have been removed, the transfer or assignment of the applicable Venator Asset or the assumption of the applicable Venator Liability or the transfer or assignment of the applicable Huntsman Asset or the assumption of the applicable Huntsman Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (j) Except as otherwise agreed between Huntsman and Venator, (i) any member of the Huntsman Group holding, owning or retaining a Venator Asset or Venator Liability (whether as a result of the provisions of Section 2.4(c) or for any other reason), and (ii) any member of the Venator Group holding, owning or retaining an Huntsman Asset or Huntsman Liability due to a transfer or assignment to, or assumption by, such member of the Venator Group (whether as a result of the provisions of Section 2.4(d) or for any other reason), shall not be obligated, in order to effect the transfer of such Asset or Liability to the Group member entitled thereto, to expend any money unless the necessary funds are advanced (or otherwise made available) by the Group member entitled thereto, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Group member entitled to such Asset or Liability.

Approvals and Notifications. (a) To the extent that the transfer or assignment of any Venator Asset, Pentair Assets or the assumption of any Venator Liability, the Contribution or the IPO Pentair Liabilities requires any Approvals or Notifications, the Parties will endeavor 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 (including in Section 2.4(j)) or any of the Ancillary Agreements or as otherwise agreed between Huntsman Pentair and Venator)nVent, neither Huntsman Pentair nor Venator nVent 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 Pentair Group of any Pentair Assets or the assumption by the Pentair Group of any Pentair Liabilities would be a violation of applicable Law, or require any Approval or Notification that has 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 Pentair Group of such Pentair Assets or the assumption by the Pentair Group of such Pentair Liabilities, as the case may be, shall, to the extent permitted by applicable Law, be automatically deemed deferred and any such purported transfer, assignment or assumption shall, to the extent permitted by applicable Law, 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 Pentair Assets or Pentair Liabilities shall continue to constitute Pentair Assets or Pentair Liabilities for all other purposes of this Agreement. (c) If any transfer or assignment of any Pentair Asset or any assumption of any Pentair Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Distribution Date whether as a result of the provisions of Section 2.5(b) or for any other reason, then, insofar as reasonably possible and to the extent permitted by applicable Law, the member of the nVent Group holding or owning such Pentair Asset or such Pentair Liability, as the case may be, shall thereafter hold such Pentair Asset or Pentair Liability, as the case may be, for the use and benefit of the member of the Pentair Group entitled thereto (at the expense of the member of the Pentair Group entitled thereto). In addition, the member of the nVent Group retaining such Pentair Asset or such Pentair Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Pentair Asset or Pentair 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 Pentair Group to whom such Pentair Asset is to be transferred or assigned, or which will assume such Pentair Liability, as the case may be, in order to place such member of the Pentair Group in a substantially similar position as if such Pentair Asset or Pentair Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Pentair Asset or Pentair Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Pentair Asset or Pentair Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Distribution Date to the Pentair Group. (d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Pentair Asset or the deferral of assumption of any Pentair Liability pursuant to Section 2.5(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Pentair Asset or the assumption of any Pentair Liability have been removed, the transfer or assignment of the applicable Pentair Asset or the assumption of the applicable Pentair Liability, as the case may be, shall, to the extent permitted by applicable Law, be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (e) Any member of the nVent Group retaining a Pentair Asset or Pentair Liability due to the deferral of the transfer or assignment of such Pentair Asset or the deferral of the assumption of such Pentair 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 Pentair or the member of the Pentair Group entitled to the Pentair Asset or Pentair Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Pentair or, to the extent permitted by applicable Law, the member of the Pentair Group entitled to such Pentair Asset or Pentair Liability. (f) To the extent that the transfer or assignment of any Huntsman nVent Asset, the assumption of any Huntsman nVent Liability, the Contribution Separation, or the IPO Distribution requires any Approvals or Notifications, the Parties will endeavor 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 (including in Section 2.4(j)) or any of the Ancillary Agreements or as otherwise agreed between Huntsman Pentair and Venator)nVent, neither Huntsman Pentair nor Venator nVent 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. (cg) If and to the extent that the valid, complete and perfected transfer or assignment to the Venator nVent Group of any Venator nVent Assets or the assumption by the Venator nVent Group of any Venator nVent Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution Separation or the IPO Distribution that have not been obtained or made by on or before the Effective Distribution Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Venator nVent Group of such Venator nVent Assets or the assumption by the Venator nVent Group of such Venator nVent Liabilities, as the case may be, shall shall, to the extent permitted by applicable Law, be automatically deemed deferred and any such purported transfer, assignment or assumption shall shall, to the extent permitted by applicable Law, 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 Venator nVent Assets or Venator nVent Liabilities shall continue to constitute Venator nVent Assets and Venator nVent Liabilities for all other purposes of this Agreement. (d) If and to the extent that the valid, complete and perfected transfer or assignment to the Huntsman Group of any Huntsman Assets or assumption by the Huntsman Group of any Huntsman Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution or the IPO that have not been obtained or made by the Effective Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Huntsman Group of such Huntsman Assets or the assumption by the Huntsman Group of such Huntsman 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 Huntsman Assets or Huntsman Liabilities shall continue to constitute Huntsman Assets and Huntsman Liabilities for all other purposes of this Agreement. (eh) If any transfer or assignment of any Venator nVent Asset or any assumption of any Venator nVent Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Distribution Date, whether as a result of the provisions of Section 2.4(c2.5(g) or for any other reason, then, insofar as reasonably possible, and, to the extent permitted by applicable Law, the member of the Huntsman Pentair Group retaining such Venator nVent Asset or such Venator nVent Liability, as the case may be, shall thereafter hold such Venator nVent Asset or Venator nVent Liability, as the case may be, for the use, use and benefit and/or burden of the member of the Venator nVent Group entitled thereto (at the expense and for the account of the member of the Venator nVent Group entitled thereto). In addition, the member of the Huntsman Pentair Group retaining such Venator nVent Asset or such Venator nVent Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Venator nVent Asset or Venator nVent 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 Venator nVent Group to whom such Venator nVent Asset is to be transferred or assigned, or which will assume such Venator nVent Liability, as the case may be, in order to place such member of the Venator nVent Group in a substantially similar position as if such Venator nVent Asset or Venator nVent Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Venator nVent Asset or Venator nVent Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Venator nVent Asset or Venator nVent Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Distribution Date to the Venator Group. (f) If any transfer or assignment of any Huntsman Asset or any assumption of any Huntsman Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective 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 Venator Group retaining such Huntsman Asset or such Huntsman Liability, as the case may be, shall thereafter hold such Huntsman Asset or Huntsman Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman Group entitled thereto (at the expense and for the account of the member of the Huntsman Group entitled thereto). In addition, the member of the Venator Group retaining such Huntsman Asset or such Huntsman Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman Asset or Huntsman Liability with reasonable care 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 Huntsman Group to whom such Huntsman Asset is to be transferred or assigned, or which will assume such Huntsman Liability, as the case may be, in order to place such member of the Huntsman Group in a substantially similar position as if such Huntsman Asset or Huntsman Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Huntsman Asset or Huntsman Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman Asset or Huntsman Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Huntsman Group. (g) If the transfer or assignment of any Huntsman Asset or the assumption of any Huntsman Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Date, then, insofar as reasonably possible, the member of the Venator Group holding or owning such Huntsman Asset or such Huntsman Liability, as the case may be, shall thereafter hold such Huntsman Asset or Huntsman Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman Group entitled thereto (at the expense of the member of the Huntsman Group entitled thereto). In addition, the member of the Venator Group retaining such Huntsman Asset or such Huntsman Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman Asset or Huntsman 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 Huntsman Group to whom such Huntsman Asset is to be transferred or assigned, or which will assume such Huntsman Liability, as the case may be, in order to place such member of the Huntsman Group in a substantially similar position as if such Huntsman Asset or Huntsman Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Huntsman Asset or Huntsman Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman Asset or Huntsman Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Huntsman Group. (h) If the transfer or assignment of any Venator Asset or the assumption of any Venator Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Date, then, insofar as reasonably possible, the member of the Huntsman Group holding or owning such Venator Asset or such Venator Liability, as the case may be, shall thereafter hold such Venator Asset or Venator Liability, as the case may be, for the use, benefit and/or burden of the member of the Venator Group entitled thereto (at the expense of the member of the Venator Group entitled thereto). In addition, the member of the Huntsman Group retaining such Venator Asset or such Venator Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Venator Asset or Venator 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 Venator Group to whom such Venator Asset is to be transferred or assigned, or which will assume such Venator Liability, as the case may be, in order to place such member of the Venator Group in a substantially similar position as if such Venator Asset or Venator Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Venator Asset or Venator Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Venator Asset or Venator Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Venator nVent Group. (i) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Venator nVent Asset or the deferral of assumption of any Venator nVent Liability pursuant to Section 2.4(c) or the deferral of transfer or assignment of any Huntsman Asset or the deferral of assumption of any Huntsman Liability pursuant to Section 2.4(d2.5(g), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Venator nVent Asset or the assumption of any Venator nVent Liability or for the transfer or assignment of any Huntsman Asset or the assumption of any Huntsman Liability, have been removed, the transfer or assignment of the applicable Venator nVent Asset or the assumption of the applicable Venator Liability or the transfer or assignment of the applicable Huntsman Asset or the assumption of the applicable Huntsman nVent Liability, as the case may be, shall shall, to the extent permitted by applicable Law, be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (j) Except as otherwise agreed between Huntsman and Venator, (i) any Any member of the Huntsman Pentair Group holding, owning or retaining a Venator nVent Asset or Venator Liability (whether as a result of the provisions of Section 2.4(c) or for any other reason), and (ii) any member of the Venator Group holding, owning or retaining an Huntsman Asset or Huntsman nVent Liability due to a the deferral of the transfer or assignment to, of such nVent Asset or assumption by, such member the deferral of the Venator Group (whether assumption of such nVent Liability, as a result of the provisions of Section 2.4(d) or for any other reason)case may be, shall not be obligated, in order to effect connection with the transfer of such Asset or Liability to the Group member entitled theretoforegoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by nVent or the member of the nVent Group member entitled theretoto the nVent Asset or nVent Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by nVent or, to the extent permitted by applicable Law, the member of the nVent Group member entitled to such nVent Asset or nVent Liability.

Approvals and Notifications. (a) To the extent that the transfer or assignment Transfer of any Venator Asset, the Asset or assumption of any Venator Liability, the Contribution or the IPO Liability contemplated by Section 2.1 requires any Approvals or Notifications, from and after the date hereof, the Parties will endeavor 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 (including in Section 2.4(j)) or . SpinCo shall reimburse and make whole any member of the Ancillary Agreements iStar Group that makes such payment, incurs such Liability or as otherwise agreed between Huntsman and Venator), neither Huntsman nor Venator shall be obligated to contribute capital or pay grants any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) accommodation to any Person in order Third Party to obtain or make any such Approvals or Notifications, to such Party’s reasonable satisfaction. (b) To the extent that the transfer or assignment of any Huntsman Asset, the assumption of any Huntsman Liability, the Contribution or the IPO 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 Huntsman and Venator), neither Huntsman nor Venator 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, valid and complete and perfected transfer or assignment to the Venator Group Transfer of any Venator Assets Asset or the valid and complete assumption by the Venator Group of any Venator Liabilities Liability contemplated by Section 2.1 would be a violation of applicable Law, Law or require any Approvals or Notifications in connection with the Contribution or the IPO that have not been obtained or made by prior to the Distribution Effective DateTime, then, unless the Parties mutually shall otherwise mutually determine, the transfer or assignment to the Venator Group Transfer of such Venator Assets Asset, or the assumption by the Venator Group of such Venator 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. Notwithstanding the foregoing, any such Venator Assets Asset that constitutes an Excluded Asset or Venator Liabilities Transferred Asset shall continue to constitute Venator Assets an Excluded Asset or Transferred Asset, and Venator Liabilities any Liability that constitutes an Excluded Liability or Assumed Liability shall continue to constitute an Excluded Liability or Assumed Liability for all other purposes of this Agreement. (d) If 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 that not prohibited by Law, (i) indemnify, defend and hold harmless the valid, complete and perfected transfer or assignment to the Huntsman 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 Huntsman Assets 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 by the Huntsman Group of any Huntsman Liabilities would be a violation of applicable Law, Asset or require Liability pursuant to this Section 2.4(b) are removed or any Approvals or Notifications in connection with the Contribution or absence of which caused the IPO that have not been obtained or made by the Effective Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Huntsman Group deferral of such Huntsman Assets or the assumption by the Huntsman Group of such Huntsman Liabilities, 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 of any Asset or Liability pursuant to this Section 2.4(b) are removed or such Approvals or Notifications have been obtained or made. Notwithstanding , the foregoing, any such Huntsman Assets Transfer or Huntsman Liabilities assumption of the applicable Asset or Liability shall continue to constitute Huntsman Assets and Huntsman Liabilities for all other purposes be effected promptly without further consideration in accordance with the terms of this AgreementAgreement 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 Effective Time. (ec) If any transfer the Transfer or assignment of any Venator Asset or any assumption of any Venator Asset or 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 Effective Date, whether Time as a result of the provisions of Section 2.4(c2.4(b) or for any other reasonreason (including any misallocated transfers subject to Section 3.2), then, insofar as reasonably possible, the member of the Huntsman Group retaining such Venator Asset or such Venator Liability, as the case may be, shall thereafter hold such Venator Asset or Venator Liability, as the case may be, for the use, benefit and/or burden of the member of the Venator Group entitled thereto (at the expense and for the account of the member of the Venator Group entitled thereto). In addition, the member of the Huntsman Group retaining such Venator Asset or such Venator Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat the Person retaining such Venator Asset or Venator Liability in Liability, as the ordinary course of business in accordance with past practice and take case may be, (i) shall thereafter hold such other actions as may be reasonably requested by the member of the Venator Group to whom such Venator Asset is to be transferred or assigned, or which will assume such Venator Liability, as the case may be, in order trust for the use and benefit and burden of the Person entitled thereto (and at such Person’s sole expense) until the consummation of the Transfer or assumption thereof (or as otherwise determined by the Parties); and (ii) with respect to any deferred Assets or Liabilities, use commercially reasonable efforts to develop and implement mutually acceptable arrangements to place the Person entitled to receive such member of Asset or Liability in substantially the Venator Group in a substantially similar same economic position as if such Venator Asset or Venator 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 Venator Asset or Venator 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 Venator Asset or Venator Liability, as the case may be, and all costs and expenses related thereto, shall are to inure from and after the Distribution Effective Date Time to the Venator Group. (f) If any transfer applicable member or assignment members of any Huntsman the Group entitled to the receipt of such Asset or required to assume such Liability and as a result, to the extent reasonably practicable, no decisions shall be made with respect thereto without consent of the party entitled to receive such asset. Subject to Section 2.4(a), any Person retaining an Asset or a Liability due to the deferral of the Transfer or assumption of any Huntsman Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective 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 Venator Group retaining such Huntsman Asset or such Huntsman Liability, as the case may be, shall thereafter hold such Huntsman not be required, in connection with the foregoing, to make any payments, incur any Liability or offer or grant any accommodation to any Third Party, except to the extent that the Person entitled to the Asset or Huntsman responsible for the Liability, as applicable, agrees to reimburse and make whole the case may bePerson retaining an Asset or a Liability, to such Person’s reasonable satisfaction, for any payment or other accommodation made by the use, benefit and/or burden Person retaining an Asset or a Liability at the request of the member of Person entitled to the Huntsman Group entitled thereto (at the expense and Asset or responsible for the account of the member of the Huntsman Group entitled thereto). In addition, the member of the Venator Group retaining such Huntsman Asset or such Huntsman Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman Asset or Huntsman Liability with reasonable care 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 Huntsman Group to whom such Huntsman Asset is to be transferred or assigned, or which will assume such Huntsman Liability, as the case may be, in order to place such member of the Huntsman Group in a substantially similar position as if such Huntsman Asset or Huntsman Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Huntsman Asset or Huntsman Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman Asset or Huntsman Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Huntsman Group. (g) If the transfer or assignment of any Huntsman Asset or the assumption of any Huntsman Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Date, then, insofar as reasonably possible, the member of the Venator Group holding or owning such Huntsman Asset or such Huntsman Liability, as the case may be, shall thereafter hold such Huntsman Asset or Huntsman Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman Group entitled thereto (at the expense of the member of the Huntsman Group entitled thereto). In addition, the member of the Venator Group retaining such Huntsman Asset or such Huntsman Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman Asset or Huntsman 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 Huntsman Group to whom such Huntsman Asset is to be transferred or assigned, or which will assume such Huntsman Liability, as the case may be, in order to place such member of the Huntsman Group in a substantially similar position as if such Huntsman Asset or Huntsman Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Huntsman Asset or Huntsman Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman Asset or Huntsman Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Huntsman Group. (h) If the transfer or assignment of any Venator Asset or the assumption of any Venator Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Date, then, insofar as reasonably possible, the member of the Huntsman Group holding or owning such Venator Asset or such Venator Liability, as the case may be, shall thereafter hold such Venator Asset or Venator Liability, as the case may be, for the use, benefit and/or burden of the member of the Venator Group entitled thereto (at the expense of the member of the Venator Group entitled thereto). In addition, the member of the Huntsman Group retaining such Venator Asset or such Venator Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Venator Asset or Venator 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 Venator Group to whom such Venator Asset is to be transferred or assigned, or which will assume such Venator Liability, as the case may be, in order to place such member of the Venator Group in a substantially similar position as if such Venator Asset or Venator Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Venator Asset or Venator Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Venator Asset or Venator Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Venator Group. (i) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Venator Asset or the deferral of assumption of any Venator Liability pursuant to Section 2.4(c) or the deferral of transfer or assignment of any Huntsman Asset or the deferral of assumption of any Huntsman 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 Venator Asset or the assumption of any Venator Liability or for the transfer or assignment of any Huntsman Asset or the assumption of any Huntsman Liability, have been removed, the transfer or assignment of the applicable Venator Asset or the assumption of the applicable Venator Liability or the transfer or assignment of the applicable Huntsman Asset or the assumption of the applicable Huntsman Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (j) Except as otherwise agreed between Huntsman and Venator, (i) any member of the Huntsman Group holding, owning or retaining a Venator Asset or Venator Liability (whether as a result of the provisions of Section 2.4(c) or for any other reason), and (ii) any member of the Venator Group holding, owning or retaining an Huntsman Asset or Huntsman Liability due to a transfer or assignment to, or assumption by, such member of the Venator Group (whether as a result of the provisions of Section 2.4(d) or for any other reason), shall not be obligated, in order to effect the transfer of such Asset or Liability to the Group member entitled thereto, to expend any money unless the necessary funds are advanced (or otherwise made available) by the Group member entitled thereto, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Group member entitled to such Asset or Liability.

Approvals and Notifications. (a) To the extent that the transfer or assignment of any Venator Corner Store Asset, the assumption of any Venator Corner Store Liability, the Contribution transfer or assignment of any Excluded Asset, the assumption of any Excluded Liability, or the IPO Separation or the Distribution requires any Approvals or Notifications, the Parties will parties 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 (including in Section 2.4(j)) or any of the Ancillary Agreements or as otherwise agreed between Huntsman Valero and Venator)Corner Store, neither Huntsman Valero nor Venator Corner Store 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 Huntsman Asset, the assumption of any Huntsman Liability, the Contribution or the IPO 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 Huntsman and Venator), neither Huntsman nor Venator 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 (i) the Venator Corner Store Group of any Venator Corner Store Assets or assumption by the Venator Corner Store Group of any Venator Corner Store Liabilities or (ii) the Valero Group of any Excluded Asset or assumption by the Valero Group of any Excluded Liability, would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution Separation or the IPO Distribution that have not been obtained or made by the Effective Distribution Date, then, unless the Parties parties hereto shall otherwise mutually determine, the transfer or assignment to the Venator Corner Store Group of such Venator Corner Store Assets or to the Valero Group of such Excluded Assets, or the assumption by the Venator Corner Store Group of such Venator Corner Store Liabilities or the Valero 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. Notwithstanding the foregoing, any such Venator Corner Store Assets or Venator Excluded Assets or Corner Store Liabilities or Excluded Liabilities shall continue to constitute Venator Assets and Venator Corner Store Assets, Excluded Assets, Corner Store Liabilities or Excluded Liabilities, as applicable, for all other purposes of this Agreement. (d) If and to the extent that the valid, complete and perfected transfer or assignment to the Huntsman Group of any Huntsman Assets or assumption by the Huntsman Group of any Huntsman Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution or the IPO that have not been obtained or made by the Effective Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Huntsman Group of such Huntsman Assets or the assumption by the Huntsman Group of such Huntsman 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 Huntsman Assets or Huntsman Liabilities shall continue to constitute Huntsman Assets and Huntsman Liabilities for all other purposes of this Agreement. (ec) If any transfer or assignment of any Venator Corner Store Asset or Corner Store Liability is owned or held by any assumption member of the Valero Group after the Distribution Date, or any Venator 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 Corner Store Group after the Effective Distribution Date, whether as a result of the provisions of Section 2.4(c2.5(b) or for any other reason, then, insofar as reasonably possible, the member of the Huntsman Corner Store Group retaining holding or owning such Venator Excluded Asset or such Venator Excluded Liability, or the member of the Valero Group holding such Corner Store Asset or Corner Store Liability, as the case may be, shall thereafter hold such Venator Corner Store Asset or Venator Excluded Asset or Corner Store Liability or Excluded Liability, as the case may be, for the use, use and benefit and/or burden of the member of the Venator Valero Group or Corner Store Group entitled thereto (at the expense and for the account of the member of the Venator Valero Group or Corner Store Group entitled thereto). In addition, the member of the Huntsman Corner Store Group retaining such Venator Excluded Asset or such Venator Liability Excluded Liability, or the member of the Valero Group retaining such Corner Store Asset or Corner Store Liability, shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Venator Corner Store Asset or Venator Excluded Asset or Corner Store 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 member of the Venator Corner Store Group or Valero Group to whom such Venator Corner Store Asset or Excluded Asset is to be transferred or assigned, or which will shall assume such Venator Corner Store Liability or Excluded Liability, as the case may be, in order to place such member of the Venator Corner Store Group or Valero Group in a substantially similar position as if such Venator Corner Store Asset or Venator Excluded Asset or Corner Store 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 Venator Corner Store Asset or Venator Excluded Asset or Corner Store Liability or Excluded Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Venator Corner Store Asset or Venator Excluded Asset or Corner Store Liability or Excluded Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Distribution Date to the Venator Corner Store Group, in the case of any Corner Store Asset or Corner Store Liability, or the Valero Group, in the case of any Excluded Asset or Excluded Liability. (f) If any transfer or assignment of any Huntsman Asset or any assumption of any Huntsman Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective 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 Venator Group retaining such Huntsman Asset or such Huntsman Liability, as the case may be, shall thereafter hold such Huntsman Asset or Huntsman Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman Group entitled thereto (at the expense and for the account of the member of the Huntsman Group entitled thereto). In addition, the member of the Venator Group retaining such Huntsman Asset or such Huntsman Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman Asset or Huntsman Liability with reasonable care 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 Huntsman Group to whom such Huntsman Asset is to be transferred or assigned, or which will assume such Huntsman Liability, as the case may be, in order to place such member of the Huntsman Group in a substantially similar position as if such Huntsman Asset or Huntsman Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Huntsman Asset or Huntsman Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman Asset or Huntsman Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Huntsman Group. (g) If the transfer or assignment of any Huntsman Asset or the assumption of any Huntsman Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Date, then, insofar as reasonably possible, the member of the Venator Group holding or owning such Huntsman Asset or such Huntsman Liability, as the case may be, shall thereafter hold such Huntsman Asset or Huntsman Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman Group entitled thereto (at the expense of the member of the Huntsman Group entitled thereto). In addition, the member of the Venator Group retaining such Huntsman Asset or such Huntsman Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman Asset or Huntsman 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 Huntsman Group to whom such Huntsman Asset is to be transferred or assigned, or which will assume such Huntsman Liability, as the case may be, in order to place such member of the Huntsman Group in a substantially similar position as if such Huntsman Asset or Huntsman Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Huntsman Asset or Huntsman Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman Asset or Huntsman Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Huntsman Group. (h) If the transfer or assignment of any Venator Asset or the assumption of any Venator Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Date, then, insofar as reasonably possible, the member of the Huntsman Group holding or owning such Venator Asset or such Venator Liability, as the case may be, shall thereafter hold such Venator Asset or Venator Liability, as the case may be, for the use, benefit and/or burden of the member of the Venator Group entitled thereto (at the expense of the member of the Venator Group entitled thereto). In addition, the member of the Huntsman Group retaining such Venator Asset or such Venator Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Venator Asset or Venator 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 Venator Group to whom such Venator Asset is to be transferred or assigned, or which will assume such Venator Liability, as the case may be, in order to place such member of the Venator Group in a substantially similar position as if such Venator Asset or Venator Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Venator Asset or Venator Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Venator Asset or Venator Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Venator Group. (id) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Venator Corner Store Asset or Excluded Asset or the deferral of assumption of any Venator Corner Store Liability or Excluded Liability pursuant to Section 2.4(c) or the deferral of transfer or assignment of any Huntsman Asset or the deferral of assumption of any Huntsman Liability pursuant to Section 2.4(d2.5(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Venator Corner Store Asset or Excluded Asset or the assumption of any Venator Corner Store Liability or for the transfer or assignment of any Huntsman Asset or the assumption of any Huntsman Liability, Excluded Liability have been removed, the transfer or assignment of the applicable Venator Corner Store Asset or Excluded Asset or the assumption of the applicable Venator Corner Store Liability or the transfer or assignment of the applicable Huntsman Asset or the assumption of the applicable Huntsman Excluded Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (je) Except as otherwise agreed between Huntsman Valero and VenatorCorner Store, (i) any member of the Huntsman Valero Group holding, owning or retaining a Venator Corner Store Asset or Venator Corner Store Liability (whether as a result of the provisions of Section 2.4(c2.1(c), Section 2.5(b) or for any other reason), ) and (ii) any member of the Venator Corner Store Group holding, holding or owning or retaining an Huntsman Excluded Asset or Huntsman Excluded Liability due to a transfer or assignment to, or assumption by, such member of the Venator Group (whether as a result of the provisions of Section 2.4(d2.4(a), Section 2.5(b) or for any other reason), shall not be obligated, in order to effect the transfer of such Asset or Liability to the Group member entitled thereto, to expend any money unless the necessary funds are advanced (or otherwise made available) by the Group member entitled thereto, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Group member entitled to such Asset or Liability.

Approvals and Notifications. (a) To the extent that the transfer or assignment of any Venator Corner Store Asset, the assumption of any Venator Corner Store Liability, the Contribution transfer or assignment of any Excluded Asset, the assumption of any Excluded Liability, or the IPO Separation or the Distribution requires any Approvals or Notifications, the Parties will parties 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 (including in Section 2.4(j)) or any of the Ancillary Agreements or as otherwise agreed between Huntsman Valero and Venator)Corner Store, neither Huntsman Valero nor Venator Corner Store 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 Huntsman Asset, the assumption of any Huntsman Liability, the Contribution or the IPO 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 Huntsman and Venator), neither Huntsman nor Venator 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 (i) the Venator Corner Store Group of any Venator Corner Store Assets or assumption by the Venator Corner Store Group of any Venator Corner Store Liabilities or (ii) the Valero Group of any Excluded Asset or assumption by the Valero Group of any Excluded Liability, would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution Separation or the IPO Distribution that have not been obtained or made by the Effective Distribution Date, then, unless the Parties parties hereto shall otherwise mutually determine, the transfer or assignment to the Venator Corner Store Group of such Venator Corner Store Assets or to the Valero Group of such Excluded Assets, or the assumption by the Venator Corner Store Group of such Venator Corner Store Liabilities or the Valero 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. Notwithstanding the foregoing, any such Venator Corner Store Assets or Venator Excluded Assets or Corner Store -18- Liabilities or Excluded Liabilities shall continue to constitute Venator Assets and Venator Corner Store Assets, Excluded Assets, Corner Store Liabilities or Excluded Liabilities, as applicable, for all other purposes of this Agreement. (d) If and to the extent that the valid, complete and perfected transfer or assignment to the Huntsman Group of any Huntsman Assets or assumption by the Huntsman Group of any Huntsman Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution or the IPO that have not been obtained or made by the Effective Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Huntsman Group of such Huntsman Assets or the assumption by the Huntsman Group of such Huntsman 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 Huntsman Assets or Huntsman Liabilities shall continue to constitute Huntsman Assets and Huntsman Liabilities for all other purposes of this Agreement. (ec) If any transfer or assignment of any Venator Corner Store Asset or Corner Store Liability is owned or held by any assumption member of the Valero Group after the Distribution Date, or any Venator 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 Corner Store Group after the Effective Distribution Date, whether as a result of the provisions of Section 2.4(c2.5(b) or for any other reason, then, insofar as reasonably possible, the member of the Huntsman Corner Store Group retaining holding or owning such Venator Excluded Asset or such Venator Excluded Liability, or the member of the Valero Group holding such Corner Store Asset or Corner Store Liability, as the case may be, shall thereafter hold such Venator Corner Store Asset or Venator Excluded Asset or Corner Store Liability or Excluded Liability, as the case may be, for the use, use and benefit and/or burden of the member of the Venator Valero Group or Corner Store Group entitled thereto (at the expense and for the account of the member of the Venator Valero Group or Corner Store Group entitled thereto). In addition, the member of the Huntsman Corner Store Group retaining such Venator Excluded Asset or such Venator Liability Excluded Liability, or the member of the Valero Group retaining such Corner Store Asset or Corner Store Liability, shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Venator Corner Store Asset or Venator Excluded Asset or Corner Store 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 member of the Venator Corner Store Group or Valero Group to whom such Venator Corner Store Asset or Excluded Asset is to be transferred or assigned, or which will shall assume such Venator Corner Store Liability or Excluded Liability, as the case may be, in order to place such member of the Venator Corner Store Group or Valero Group in a substantially similar position as if such Venator Corner Store Asset or Venator Excluded Asset or Corner Store 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 Venator Corner Store Asset or Venator Excluded Asset or Corner Store Liability or Excluded Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Venator Corner Store Asset or Venator Excluded Asset or Corner Store Liability or Excluded Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Distribution Date to the Venator Corner Store Group, in the case of any Corner Store Asset or Corner Store Liability, or the Valero Group, in the case of any Excluded Asset or Excluded Liability. (f) If any transfer or assignment of any Huntsman Asset or any assumption of any Huntsman Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective 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 Venator Group retaining such Huntsman Asset or such Huntsman Liability, as the case may be, shall thereafter hold such Huntsman Asset or Huntsman Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman Group entitled thereto (at the expense and for the account of the member of the Huntsman Group entitled thereto). In addition, the member of the Venator Group retaining such Huntsman Asset or such Huntsman Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman Asset or Huntsman Liability with reasonable care 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 Huntsman Group to whom such Huntsman Asset is to be transferred or assigned, or which will assume such Huntsman Liability, as the case may be, in order to place such member of the Huntsman Group in a substantially similar position as if such Huntsman Asset or Huntsman Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Huntsman Asset or Huntsman Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman Asset or Huntsman Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Huntsman Group. (g) If the transfer or assignment of any Huntsman Asset or the assumption of any Huntsman Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Date, then, insofar as reasonably possible, the member of the Venator Group holding or owning such Huntsman Asset or such Huntsman Liability, as the case may be, shall thereafter hold such Huntsman Asset or Huntsman Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman Group entitled thereto (at the expense of the member of the Huntsman Group entitled thereto). In addition, the member of the Venator Group retaining such Huntsman Asset or such Huntsman Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman Asset or Huntsman 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 Huntsman Group to whom such Huntsman Asset is to be transferred or assigned, or which will assume such Huntsman Liability, as the case may be, in order to place such member of the Huntsman Group in a substantially similar position as if such Huntsman Asset or Huntsman Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Huntsman Asset or Huntsman Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman Asset or Huntsman Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Huntsman Group. (h) If the transfer or assignment of any Venator Asset or the assumption of any Venator Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Date, then, insofar as reasonably possible, the member of the Huntsman Group holding or owning such Venator Asset or such Venator Liability, as the case may be, shall thereafter hold such Venator Asset or Venator Liability, as the case may be, for the use, benefit and/or burden of the member of the Venator Group entitled thereto (at the expense of the member of the Venator Group entitled thereto). In addition, the member of the Huntsman Group retaining such Venator Asset or such Venator Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Venator Asset or Venator 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 Venator Group to whom such Venator Asset is to be transferred or assigned, or which will assume such Venator Liability, as the case may be, in order to place such member of the Venator Group in a substantially similar position as if such Venator Asset or Venator Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Venator Asset or Venator Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Venator Asset or Venator Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Venator Group. (id) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Venator Corner Store Asset or Excluded Asset or the deferral of assumption of any Venator Corner Store Liability or Excluded Liability pursuant to Section 2.4(c) or the deferral of transfer or assignment of any Huntsman Asset or the deferral of assumption of any Huntsman Liability pursuant to Section 2.4(d2.5(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Venator Corner Store Asset or Excluded Asset or the assumption of any Venator Corner Store Liability or for the transfer or assignment of any Huntsman Asset or the assumption of any Huntsman Liability, Excluded Liability have been removed, the transfer or assignment of the applicable Venator Corner Store Asset or Excluded Asset or the assumption of the applicable Venator Corner Store Liability or the transfer or assignment of the applicable Huntsman Asset or the assumption of the applicable Huntsman Excluded Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (je) Except as otherwise agreed between Huntsman Valero and VenatorCorner Store, (i) any member of the Huntsman Valero Group holding, owning or retaining a Venator Corner Store Asset or Venator Corner Store Liability (whether as -19- a result of the provisions of Section 2.1(c), Section 2.5(b) or for any other reason) and (ii) any member of the Corner Store Group holding or owning an Excluded Asset or Excluded Liability (whether as a result of the provisions of Section 2.4(c) or for any other reason2.4(a), and (ii) any member of the Venator Group holding, owning or retaining an Huntsman Asset or Huntsman Liability due to a transfer or assignment to, or assumption by, such member of the Venator Group (whether as a result of the provisions of Section 2.4(d2.5(b) or for any other reason), shall not be obligated, in order to effect the transfer of such Asset or Liability to the Group member entitled thereto, to expend any money unless the necessary funds are advanced (or otherwise made available) by the Group member entitled thereto, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Group member entitled to such Asset or Liability.

Approvals and Notifications. (a) To the extent that the transfer or assignment of any Venator Asset, Excluded Assets or the assumption of any Venator Liability, the Contribution or the IPO Excluded Liabilities requires any Approvals or Notifications, the Parties will endeavor 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 (including in Section 2.4(j)) or any of the Ancillary Agreements or as otherwise agreed between Huntsman Emergent and Venator)Aptevo, neither Huntsman Emergent nor Venator Aptevo 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 Person, or agree to any material undertaking, in order to obtain or make such Approvals or Notifications. (b) To the extent that the transfer or assignment of any Huntsman Asset, the assumption of any Huntsman Liability, the Contribution or the IPO 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 Huntsman and Venator), neither Huntsman nor Venator 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 Venator Emergent Group of any Venator Excluded Assets or the assumption by the Venator Emergent Group of any Venator Excluded Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution or the IPO that have has not been obtained or made by on or before the Effective Distribution Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Venator Emergent Group of such Venator Excluded Assets or the assumption by the Venator Emergent Group of such Venator 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. Notwithstanding the foregoing, any such Venator Excluded Assets or Venator Excluded Liabilities shall continue to constitute Venator Excluded Assets and Venator 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 Aptevo 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 Emergent Group entitled thereto (at the expense of the member of the Emergent Group entitled thereto). In addition, the member of the Aptevo 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 Emergent 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 Emergent 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 Emergent 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 Aptevo 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 Emergent or the member of the Emergent 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 Emergent or the member of the Emergent Group entitled to such Excluded Asset or Excluded Liability. (f) To the extent that the transfer or assignment of any Aptevo Asset, the assumption of any Aptevo 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 Emergent and Aptevo, neither Emergent nor Aptevo 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, or agree to any material undertaking, 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 Huntsman Aptevo Group of any Huntsman Assets Aptevo Asset or assumption by the Huntsman Aptevo Group of any Huntsman Liabilities Aptevo Liability would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution Separation or the IPO Distribution that have not been obtained or made by on or before the Effective Distribution Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Huntsman Aptevo Group of such Huntsman Aptevo Assets or the assumption by the Huntsman Aptevo Group of such Huntsman Aptevo 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 Huntsman Aptevo Assets or Huntsman Aptevo Liabilities shall continue to constitute Huntsman Aptevo Assets and Huntsman Aptevo Liabilities for all other purposes of this Agreement. (eh) If any transfer or assignment of any Venator Aptevo Asset or any assumption of any Venator Aptevo Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Distribution Date, whether as a result of the provisions of Section 2.4(c2.5(g) or for any other reason, then, insofar as reasonably possible, the member of the Huntsman Emergent Group retaining such Venator Aptevo Asset or such Venator Aptevo Liability, as the case may be, shall thereafter hold such Venator Aptevo Asset or Venator Aptevo Liability, as the case may be, for the use, use and benefit and/or burden of the member of the Venator Aptevo Group entitled thereto (at the expense and for the account of the member of the Venator Aptevo Group entitled thereto). In addition, the member of the Huntsman Emergent Group retaining such Venator Aptevo Asset or such Venator Aptevo Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Venator Aptevo Asset or Venator Aptevo 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 Venator Aptevo Group to whom such Venator Aptevo Asset is to be transferred or assigned, or which will assume such Venator Aptevo Liability, as the case may be, in order to place such member of the Venator Aptevo Group in a substantially similar position as if such Venator Aptevo Asset or Venator Aptevo Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Venator Aptevo Asset or Venator Aptevo Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Venator Aptevo Asset or Venator Aptevo Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Distribution Date to the Venator Group. (f) If any transfer or assignment of any Huntsman Asset or any assumption of any Huntsman Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective 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 Venator Group retaining such Huntsman Asset or such Huntsman Liability, as the case may be, shall thereafter hold such Huntsman Asset or Huntsman Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman Group entitled thereto (at the expense and for the account of the member of the Huntsman Group entitled thereto). In addition, the member of the Venator Group retaining such Huntsman Asset or such Huntsman Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman Asset or Huntsman Liability with reasonable care 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 Huntsman Group to whom such Huntsman Asset is to be transferred or assigned, or which will assume such Huntsman Liability, as the case may be, in order to place such member of the Huntsman Group in a substantially similar position as if such Huntsman Asset or Huntsman Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Huntsman Asset or Huntsman Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman Asset or Huntsman Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Huntsman Group. (g) If the transfer or assignment of any Huntsman Asset or the assumption of any Huntsman Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Date, then, insofar as reasonably possible, the member of the Venator Group holding or owning such Huntsman Asset or such Huntsman Liability, as the case may be, shall thereafter hold such Huntsman Asset or Huntsman Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman Group entitled thereto (at the expense of the member of the Huntsman Group entitled thereto). In addition, the member of the Venator Group retaining such Huntsman Asset or such Huntsman Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman Asset or Huntsman 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 Huntsman Group to whom such Huntsman Asset is to be transferred or assigned, or which will assume such Huntsman Liability, as the case may be, in order to place such member of the Huntsman Group in a substantially similar position as if such Huntsman Asset or Huntsman Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Huntsman Asset or Huntsman Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman Asset or Huntsman Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Huntsman Group. (h) If the transfer or assignment of any Venator Asset or the assumption of any Venator Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Date, then, insofar as reasonably possible, the member of the Huntsman Group holding or owning such Venator Asset or such Venator Liability, as the case may be, shall thereafter hold such Venator Asset or Venator Liability, as the case may be, for the use, benefit and/or burden of the member of the Venator Group entitled thereto (at the expense of the member of the Venator Group entitled thereto). In addition, the member of the Huntsman Group retaining such Venator Asset or such Venator Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Venator Asset or Venator 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 Venator Group to whom such Venator Asset is to be transferred or assigned, or which will assume such Venator Liability, as the case may be, in order to place such member of the Venator Group in a substantially similar position as if such Venator Asset or Venator Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Venator Asset or Venator Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Venator Asset or Venator Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Venator Aptevo Group. (i) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Venator Aptevo Asset or the deferral of assumption of any Venator Aptevo Liability pursuant to Section 2.4(c) or the deferral of transfer or assignment of any Huntsman Asset or the deferral of assumption of any Huntsman Liability pursuant to Section 2.4(d2.5(g), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Venator Aptevo Asset or the assumption of any Venator Aptevo Liability or for the transfer or assignment of any Huntsman Asset or the assumption of any Huntsman Liability, have been removed, the transfer or assignment of the applicable Venator Aptevo Asset or the assumption of the applicable Venator Liability or the transfer or assignment of the applicable Huntsman Asset or the assumption of the applicable Huntsman Aptevo Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (j) Except as otherwise agreed between Huntsman and Venator, (i) any Any member of the Huntsman Emergent Group holding, owning or retaining a Venator an Aptevo Asset or Venator Liability (whether as a result of the provisions of Section 2.4(c) or for any other reason), and (ii) any member of the Venator Group holding, owning or retaining an Huntsman Asset or Huntsman Aptevo Liability due to a the deferral of the transfer or assignment to, of such Aptevo Asset or assumption by, such member the deferral of the Venator Group (whether assumption of such Aptevo Liability, as a result of the provisions of Section 2.4(d) or for any other reason)case may be, shall not be obligated, in order to effect connection with the transfer of such Asset or Liability to the Group member entitled theretoforegoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by Aptevo or the member of the Aptevo Group member entitled theretoto the Aptevo Asset or Aptevo Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Aptevo or the member of the Aptevo Group member entitled to such Aptevo Asset or Aptevo Liability. (k) Notwithstanding anything to the contrary in this Agreement, the Parties’ respective obligations under Sections 2.5(a), 2.5(c), 2.5(f) and 2.5(h) shall terminate on the first anniversary of the Distribution Date.

Approvals and Notifications. (a) To the extent that the transfer or assignment of any Venator CRC Asset, the assumption of any Venator CRC Liability, the Contribution Separation or the IPO 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 Huntsman OPC and VenatorCRC), neither Huntsman OPC nor Venator 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 Huntsman OPC Asset, the assumption of any Huntsman OPC Liability, the Contribution Separation or the IPO 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 Huntsman OPC and VenatorCRC), neither Huntsman OPC nor Venator 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 Venator CRC Group of any Venator CRC Assets or assumption by the Venator CRC Group of any Venator CRC Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution Separation or the IPO Distribution that have not been obtained or made by the Effective Distribution Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Venator CRC Group of such Venator CRC Assets or the assumption by the Venator CRC Group of such Venator 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. Notwithstanding the foregoing, any such Venator CRC Assets or Venator CRC Liabilities shall continue to constitute Venator CRC Assets and Venator CRC Liabilities for all other purposes of this Agreement. (d) If and to the extent that the valid, complete and perfected transfer or assignment to the Huntsman OPC Group of any Huntsman OPC Assets or assumption by the Huntsman OPC Group of any Huntsman OPC Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution Separation or the IPO Distribution that have not been obtained or made by the Effective Distribution Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Huntsman OPC Group of such Huntsman OPC Assets or the assumption by the Huntsman OPC Group of such Huntsman OPC 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 Huntsman OPC Assets or Huntsman OPC Liabilities shall continue to constitute Huntsman OPC Assets and Huntsman OPC Liabilities for all other purposes of this Agreement. (e) If any transfer or assignment of any Venator CRC Asset or any assumption of any Venator CRC Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Distribution Date, whether as a result of the provisions of Section 2.4(c) or for any other reason, then, insofar as reasonably possible, the member of the Huntsman OPC Group retaining such Venator CRC Asset or such Venator CRC Liability, as the case may be, shall thereafter hold such Venator CRC Asset or Venator CRC Liability, as the case may be, for the use, benefit and/or burden of the member of the Venator CRC Group entitled thereto (at the expense and for the account of the member of the Venator CRC Group entitled thereto). In addition, the member of the Huntsman OPC Group retaining such Venator CRC Asset or such Venator CRC Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Venator CRC Asset or Venator 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 Venator CRC Group to whom such Venator CRC Asset is to be transferred or assigned, or which will assume such Venator CRC Liability, as the case may be, in order to place such member of the Venator CRC Group in a substantially similar position as if such Venator CRC Asset or Venator CRC Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Venator CRC Asset or Venator CRC Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Venator CRC Asset or Venator CRC Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Distribution Date to the Venator CRC Group. (f) If any transfer or assignment of any Huntsman OPC Asset or any assumption of any Huntsman OPC Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective 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 Venator CRC Group retaining such Huntsman OPC Asset or such Huntsman OPC Liability, as the case may be, shall thereafter hold such Huntsman OPC Asset or Huntsman OPC Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman OPC Group entitled thereto (at the expense and for the account of the member of the Huntsman OPC Group entitled thereto). In addition, the member of the Venator CRC Group retaining such Huntsman OPC Asset or such Huntsman OPC Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman OPC Asset or Huntsman OPC Liability with reasonable care 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 Huntsman OPC Group to whom such Huntsman OPC Asset is to be transferred or assigned, or which will assume such Huntsman OPC Liability, as the case may be, in order to place such member of the Huntsman OPC Group in a substantially similar position as if such Huntsman OPC Asset or Huntsman OPC Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Huntsman OPC Asset or Huntsman OPC Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman OPC Asset or Huntsman OPC Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Distribution Date to the Huntsman OPC Group. (g) If the transfer or assignment of any Huntsman OPC Asset or the assumption of any Huntsman OPC Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Distribution Date, then, insofar as reasonably possible, the member of the Venator CRC Group holding or owning such Huntsman OPC Asset or such Huntsman OPC Liability, as the case may be, shall thereafter hold such Huntsman OPC Asset or Huntsman OPC Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman OPC Group entitled thereto (at the expense of the member of the Huntsman OPC Group entitled thereto). In addition, the member of the Venator CRC Group retaining such Huntsman OPC Asset or such Huntsman OPC Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman OPC Asset or Huntsman 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 Huntsman OPC Group to whom such Huntsman OPC Asset is to be transferred or assigned, or which will assume such Huntsman OPC Liability, as the case may be, in order to place such member of the Huntsman OPC Group in a substantially similar position as if such Huntsman OPC Asset or Huntsman OPC Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Huntsman OPC Asset or Huntsman OPC Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman OPC Asset or Huntsman OPC Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Distribution Date to the Huntsman OPC Group. (h) If the transfer or assignment of any Venator CRC Asset or the assumption of any Venator CRC Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Distribution Date, then, insofar as reasonably possible, the member of the Huntsman OPC Group holding or owning such Venator CRC Asset or such Venator CRC Liability, as the case may be, shall thereafter hold such Venator CRC Asset or Venator CRC Liability, as the case may be, for the use, benefit and/or burden of the member of the Venator CRC Group entitled thereto (at the expense of the member of the Venator CRC Group entitled thereto). In addition, the member of the Huntsman OPC Group retaining such Venator CRC Asset or such Venator CRC Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Venator CRC Asset or Venator 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 Venator CRC Group to whom such Venator CRC Asset is to be transferred or assigned, or which will assume such Venator CRC Liability, as the case may be, in order to place such member of the Venator CRC Group in a substantially similar position as if such Venator CRC Asset or Venator CRC Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Venator CRC Asset or Venator CRC Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Venator CRC Asset or Venator CRC Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Distribution Date to the Venator CRC Group. (i) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Venator CRC Asset or the deferral of assumption of any Venator CRC Liability pursuant to Section 2.4(c) or the deferral of transfer or assignment of any Huntsman OPC Asset or the deferral of assumption of any Huntsman 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 Venator CRC Asset or the assumption of any Venator CRC Liability or for the transfer or assignment of any Huntsman OPC Asset or the assumption of any Huntsman OPC Liability, have been removed, the transfer or assignment of the applicable Venator CRC Asset or the assumption of the applicable Venator CRC Liability or the transfer or assignment of the applicable Huntsman OPC Asset or the assumption of the applicable Huntsman OPC Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (j) Except as otherwise agreed between Huntsman OPC and VenatorCRC, (i) any member of the Huntsman OPC Group holding, owning or retaining a Venator CRC Asset or Venator 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 Venator CRC Group holding, owning or retaining an Huntsman OPC Asset or Huntsman OPC Liability due to a transfer or assignment to, or assumption by, such member of the Venator CRC Group (whether as a result of the provisions of Section 2.4(d) or for any other reason), shall not be obligated, in order to effect the transfer of such Asset or Liability to the Group member entitled thereto, to expend any money unless the necessary funds are advanced (or otherwise made available) by the Group member entitled thereto, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Group member entitled to such Asset or Liability.

Approvals and Notifications. (a) To the extent that the transfer or assignment of any Venator Asset, Excluded Assets or the assumption of any Venator Liability, the Contribution or the IPO Excluded Liabilities requires any Approvals or Notifications, the Parties will endeavor 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 (including in Section 2.4(j)) or any of the Ancillary Agreements or as otherwise agreed between Huntsman Emergent and Venator)Aptevo, neither Huntsman Emergent nor Venator Aptevo 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 Person, or agree to any material undertaking, in order to obtain or make such Approvals or Notifications. (b) To the extent that the transfer or assignment of any Huntsman Asset, the assumption of any Huntsman Liability, the Contribution or the IPO 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 Huntsman and Venator), neither Huntsman nor Venator 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 Venator Emergent Group of any Venator Excluded Assets or the assumption by the Venator Emergent Group of any Venator Excluded Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution or the IPO that have has not been obtained or made by on or before the Effective Distribution Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Venator Emergent Group of such Venator Excluded Assets or the assumption by the Venator Emergent Group of such Venator 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. Notwithstanding the foregoing, any such Venator Excluded Assets or Venator Excluded Liabilities shall continue to constitute Venator Excluded Assets and Venator 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 Aptevo 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 Emergent Group entitled thereto (at the expense of the member of the Emergent Group entitled thereto). In addition, the member of the Aptevo 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 Emergent 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 Emergent 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 Emergent 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 Aptevo 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 Emergent or the member of the Emergent 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 Emergent or the member of the Emergent Group entitled to such Excluded Asset or Excluded Liability. (f) To the extent that the transfer or assignment of any Aptevo Asset, the assumption of any Aptevo 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 Emergent and Aptevo, neither Emergent nor Aptevo 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, or agree to any material undertaking, 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 Huntsman Aptevo Group of any Huntsman Assets Aptevo Asset or assumption by the Huntsman Aptevo Group of any Huntsman Liabilities Aptevo Liability would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution Separation or the IPO Distribution that have not been obtained or made by on or before the Effective Distribution Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Huntsman Aptevo Group of such Huntsman Aptevo Assets or the assumption by the Huntsman Aptevo Group of such Huntsman Aptevo 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 Huntsman Aptevo Assets or Huntsman Aptevo Liabilities shall continue to constitute Huntsman Aptevo Assets and Huntsman Aptevo Liabilities for all other purposes of this Agreement. (eh) If any transfer or assignment of any Venator Aptevo Asset or any assumption of any Venator Aptevo Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Distribution Date, whether as a result of the provisions of Section 2.4(c2.5(g) or for any other reason, then, insofar as reasonably possible, the member of the Huntsman Emergent Group retaining such Venator Aptevo Asset or such Venator Aptevo Liability, as the case may be, shall thereafter hold such Venator Aptevo Asset or Venator Aptevo Liability, as the case may be, for the use, use and benefit and/or burden of the member of the Venator Aptevo Group entitled thereto (at the expense and for the account of the member of the Venator Aptevo Group entitled thereto). In addition, the member of the Huntsman Emergent Group retaining such Venator Aptevo Asset or such Venator Aptevo Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Venator Aptevo Asset or Venator Aptevo 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 Venator Aptevo Group to whom such Venator Aptevo Asset is to be transferred or assigned, or which will assume such Venator Aptevo Liability, as the case may be, in order to place such member of the Venator Aptevo Group in a substantially similar position as if such Venator Aptevo Asset or Venator Aptevo Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Venator Aptevo Asset or Venator Aptevo Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Venator Aptevo Asset or Venator Aptevo Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Distribution Date to the Venator Group. (f) If any transfer or assignment of any Huntsman Asset or any assumption of any Huntsman Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective 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 Venator Group retaining such Huntsman Asset or such Huntsman Liability, as the case may be, shall thereafter hold such Huntsman Asset or Huntsman Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman Group entitled thereto (at the expense and for the account of the member of the Huntsman Group entitled thereto). In addition, the member of the Venator Group retaining such Huntsman Asset or such Huntsman Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman Asset or Huntsman Liability with reasonable care 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 Huntsman Group to whom such Huntsman Asset is to be transferred or assigned, or which will assume such Huntsman Liability, as the case may be, in order to place such member of the Huntsman Group in a substantially similar position as if such Huntsman Asset or Huntsman Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Huntsman Asset or Huntsman Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman Asset or Huntsman Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Huntsman Group. (g) If the transfer or assignment of any Huntsman Asset or the assumption of any Huntsman Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Date, then, insofar as reasonably possible, the member of the Venator Group holding or owning such Huntsman Asset or such Huntsman Liability, as the case may be, shall thereafter hold such Huntsman Asset or Huntsman Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman Group entitled thereto (at the expense of the member of the Huntsman Group entitled thereto). In addition, the member of the Venator Group retaining such Huntsman Asset or such Huntsman Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman Asset or Huntsman 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 Huntsman Group to whom such Huntsman Asset is to be transferred or assigned, or which will assume such Huntsman Liability, as the case may be, in order to place such member of the Huntsman Group in a substantially similar position as if such Huntsman Asset or Huntsman Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Huntsman Asset or Huntsman Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman Asset or Huntsman Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Huntsman Group. (h) If the transfer or assignment of any Venator Asset or the assumption of any Venator Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Date, then, insofar as reasonably possible, the member of the Huntsman Group holding or owning such Venator Asset or such Venator Liability, as the case may be, shall thereafter hold such Venator Asset or Venator Liability, as the case may be, for the use, benefit and/or burden of the member of the Venator Group entitled thereto (at the expense of the member of the Venator Group entitled thereto). In addition, the member of the Huntsman Group retaining such Venator Asset or such Venator Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Venator Asset or Venator 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 Venator Group to whom such Venator Asset is to be transferred or assigned, or which will assume such Venator Liability, as the case may be, in order to place such member of the Venator Group in a substantially similar position as if such Venator Asset or Venator Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Venator Asset or Venator Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Venator Asset or Venator Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Venator Aptevo Group. (i) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Venator Aptevo Asset or the deferral of assumption of any Venator Aptevo Liability pursuant to Section 2.4(c) or the deferral of transfer or assignment of any Huntsman Asset or the deferral of assumption of any Huntsman Liability pursuant to Section 2.4(d2.5(g), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Venator Aptevo Asset or the assumption of any Venator Aptevo Liability or for the transfer or assignment of any Huntsman Asset or the assumption of any Huntsman Liability, have been removed, the transfer or assignment of the applicable Venator Aptevo Asset or the assumption of the applicable Venator Liability or the transfer or assignment of the applicable Huntsman Asset or the assumption of the applicable Huntsman Aptevo Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (j) Except as otherwise agreed between Huntsman and Venator, (i) any Any member of the Huntsman Emergent Group holding, owning or retaining a Venator an Aptevo Asset or Venator Liability (whether as a result of the provisions of Section 2.4(c) or for any other reason), and (ii) any member of the Venator Group holding, owning or retaining an Huntsman Asset or Huntsman Aptevo Liability due to a the deferral of the transfer or assignment to, of such Aptevo Asset or assumption by, such member the deferral of the Venator Group (whether assumption of such Aptevo Liability, as a result of the provisions of Section 2.4(d) or for any other reason)case may be, shall not be obligated, in order to effect connection with the transfer of such Asset or Liability to the Group member entitled theretoforegoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by Aptevo or the member of the Aptevo Group member entitled theretoto the Aptevo Asset or Aptevo Liability, other than reasonable out-of-pocket expenses, attorneys’ ' fees and recording or similar fees, all of which shall be promptly reimbursed by Aptevo or the member of the Aptevo Group member entitled to such Aptevo Asset or Aptevo Liability. (k) Notwithstanding anything to the contrary in this Agreement, the Parties' respective obligations under Sections 2.5(a), 2.5(c), 2.5(f) and 2.5(h) shall terminate on the first anniversary of the Distribution Date.

Approvals and Notifications. (a) To the extent that the transfer or assignment of any Venator Asset, Asset or the assumption of any Venator Liability, the Contribution or the IPO Liability contemplated herein requires any Approvals or Notifications, the Parties will endeavor use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, provided 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 Huntsman and Venator)the Parties, neither Huntsman nor Venator shall 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) To the extent that the transfer or assignment of any Huntsman Asset, the assumption of any Huntsman Liability, the Contribution or the IPO 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 Huntsman and Venator), neither Huntsman nor Venator 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 Venator Group of any Venator Assets Asset or assumption by the Venator Group of any Venator Liabilities Liability contemplated herein would be a violation of applicable Law, Law or require any Approvals Approval or Notifications in connection with the Contribution or the IPO Notification that have has not been obtained or made by the Effective Date, Time then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Venator Group of such Venator Assets Asset or the assumption by the Venator Group of such Venator LiabilitiesLiability, as the case may be, shall will be automatically deemed deferred (any such SpinCo Assets, the “Delayed SpinCo Assets,” any such SpinCo Liabilities, the “Delayed SpinCo Liabilities,” any such RemainCo Assets, the “Delayed RemainCo Assets” and any such RemainCo Liabilities, the “Delayed RemainCo Liabilities”) 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. Notwithstanding the foregoing, any such Venator Assets or Venator Liabilities shall will continue to constitute Venator Assets and Venator Liabilities for all other purposes of this Agreement. (d) If and to the extent that the valid, complete and perfected transfer or assignment to the Huntsman Group of any Huntsman SpinCo Assets or assumption by RemainCo Assets, as the Huntsman Group of case may be, and any Huntsman such Liabilities would be a violation of applicable Law, will continue to constitute SpinCo Liabilities or require any Approvals or Notifications in connection with the Contribution or the IPO that have not been obtained or made by the Effective Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Huntsman Group of such Huntsman Assets or the assumption by the Huntsman Group of such Huntsman RemainCo 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 Huntsman Assets or Huntsman Liabilities shall continue to constitute Huntsman Assets and Huntsman Liabilities for all other purposes of this Agreement. (e) If any transfer or assignment of any Venator Agreement and the Person retaining such Asset or any assumption of any Venator Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Date, whether as a result of the provisions of Section 2.4(c) or for any other reason, then, insofar as reasonably possible, the member of the Huntsman Group retaining such Venator Asset or such Venator Liability, as the case may be, shall will thereafter hold such Venator Asset or Venator Liability, as the case may be, for the useuse and benefit or burden, benefit and/or burden of the member of the Venator Group entitled thereto (at the expense and for the account of the member of the Venator Group entitled thereto). In addition, the member of the Huntsman Group retaining such Venator Asset or such Venator Liability shallas applicable, insofar as reasonably possible possible, of the Person entitled thereto or obligated thereon (at such Person’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) as soon as reasonably practicable; provided, however, that, except with respect to those Assets and to Liabilities set forth on Schedule 2.2(b), the extent permitted by applicable Law, obligations set forth in this sentence will terminate on the one-year anniversary of the Distribution. The Person retaining such Asset or Liability will treat such Venator Asset or Venator 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 Venator Group Person entitled to whom receive such Venator Asset is or obligated to be transferred or assigned, or which will assume such Venator 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 member of the Venator Group in a substantially similar position as if such Venator Asset or Venator Liability had been transferred, assigned or assumed as contemplated hereby and so such that all the benefits and burdens relating to such Venator Asset or Venator Liability, as the case may be, including useinure to the applicable Group. (c) If and when the applicable legal impediments are removed or such Approvals or Notifications have been obtained or made, risk the transfer or assignment of loss, potential for gain, and dominion, control and command over such Venator the applicable Asset or Venator the assumption of the applicable Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Venator Group. (f) If any transfer or assignment of any Huntsman Asset or any assumption of any Huntsman Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective 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 Venator Group retaining such Huntsman Asset or such Huntsman Liability, as the case may be, shall thereafter hold such Huntsman Asset or Huntsman Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman Group entitled thereto (at the expense and for the account of the member of the Huntsman Group entitled thereto). In addition, the member of the Venator Group retaining such Huntsman Asset or such Huntsman Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman Asset or Huntsman Liability with reasonable care 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 Huntsman Group to whom such Huntsman Asset is to be transferred or assigned, or which will assume such Huntsman Liability, as the case may be, in order to place such member of the Huntsman Group in a substantially similar position as if such Huntsman Asset or Huntsman Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Huntsman Asset or Huntsman Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman Asset or Huntsman Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Huntsman Group. (g) If the transfer or assignment of any Huntsman Asset or the assumption of any Huntsman Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Date, then, insofar as reasonably possible, the member of the Venator Group holding or owning such Huntsman Asset or such Huntsman Liability, as the case may be, shall thereafter hold such Huntsman Asset or Huntsman Liability, as the case may be, for the use, benefit and/or burden of the member of the Huntsman Group entitled thereto (at the expense of the member of the Huntsman Group entitled thereto). In addition, the member of the Venator Group retaining such Huntsman Asset or such Huntsman Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Huntsman Asset or Huntsman 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 Huntsman Group to whom such Huntsman Asset is to be transferred or assigned, or which will assume such Huntsman Liability, as the case may be, in order to place such member of the Huntsman Group in a substantially similar position as if such Huntsman Asset or Huntsman Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Huntsman Asset or Huntsman Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Huntsman Asset or Huntsman Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Huntsman Group. (h) If the transfer or assignment of any Venator Asset or the assumption of any Venator Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Effective Date, then, insofar as reasonably possible, the member of the Huntsman Group holding or owning such Venator Asset or such Venator Liability, as the case may be, shall thereafter hold such Venator Asset or Venator Liability, as the case may be, for the use, benefit and/or burden of the member of the Venator Group entitled thereto (at the expense of the member of the Venator Group entitled thereto). In addition, the member of the Huntsman Group retaining such Venator Asset or such Venator Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Venator Asset or Venator 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 Venator Group to whom such Venator Asset is to be transferred or assigned, or which will assume such Venator Liability, as the case may be, in order to place such member of the Venator Group in a substantially similar position as if such Venator Asset or Venator Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Venator Asset or Venator Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Venator Asset or Venator Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Date to the Venator Group. (i) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Venator Asset or the deferral of assumption of any Venator Liability pursuant to Section 2.4(c) or the deferral of transfer or assignment of any Huntsman Asset or the deferral of assumption of any Huntsman 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 Venator Asset or the assumption of any Venator Liability or for the transfer or assignment of any Huntsman Asset or the assumption of any Huntsman Liability, have been removed, the transfer or assignment of the applicable Venator Asset or the assumption of the applicable Venator Liability or the transfer or assignment of the applicable Huntsman Asset or the assumption of the applicable Huntsman Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or or the applicable Ancillary Agreement. (j) Except as otherwise agreed between Huntsman and Venator, (i) any member of the Huntsman Group holding, owning or retaining a Venator Asset or Venator Liability (whether as a result of the provisions of Section 2.4(c) or for any other reason), and (ii) any member of the Venator Group holding, owning or retaining an Huntsman Asset or Huntsman Liability due to a transfer or assignment to, or assumption by, such member of the Venator Group (whether as a result of the provisions of Section 2.4(d) or for any other reason), shall not be obligated, in order to effect the transfer of such Asset or Liability to the Group member entitled thereto, to expend any money unless the necessary funds are advanced (or otherwise made available) by the Group member entitled thereto, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Group member entitled to such Asset or Liability.