Common use of Carrybacks Clause in Contracts

Carrybacks. (a) If any member of the Non-Filing Party’s Group generates a Tax Attribute during a Post-Distribution Period that can be carried back to a Pre-Distribution Period, then, upon the request of the Non-Filing Party, the Filing Party, at the Non-Filing Party’s expense, shall file (or shall cause the appropriate member of its Group to file) a claim for refund arising from such carryback and will pay to the Non-Filing Party the actual Tax Benefit from the carryback within thirty days of Effective Realization by any member of the Filing Party’s Group. Such Tax Benefit shall be equal to the excess of (i) the amount of Tax that would have been payable (or of the Tax refund actually receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over (ii) the amount of Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Period to a Pre-Distribution Period and both Parties Tax Attributes cannot be fully utilized, the Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable by any member of the Filing Party’s Group as a result of any such Final Determination. Any such amount shall be paid by the Non-Filing Party within thirty days of the payment by the Filing Party’s Group of any such penalty or interest. (c) For purposes of this Section 4.01, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) shall be considered the Filing Party for all State Income Tax Returns for which it is liable for the Tax under Section 2.01 of this Agreement.

Carrybacks. (a) If The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws). (b) To the extent permitted by applicable Law, GGP and Spinco shall waive the right to carryback any Tax Attribute of a member of the Non-Filing Party’s Group generates a Tax Attribute during their respective Groups arising in a Post-Distribution Period that can be carried back to a Pre-Distribution Period, then, upon the request of the Non-Filing Party, the Filing Party, at the Non-Filing Party’s expense, shall file (or shall cause the appropriate member of its Group to file) a claim for refund arising from such carryback and will pay to the Non-Filing Party the actual Tax Benefit from the carryback within thirty days of Effective Realization by any member of the Filing Party’s Group. Such Tax Benefit shall be equal to the excess of (i) the amount of Tax that would have been payable (or of the Tax refund actually receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over (ii) the amount of Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Closing Period to a Pre-Distribution Period Closing or Straddle Period; provided, however, that (i) GGP and both Parties Spinco may carryback any Tax Attributes cannot be fully utilizedAttribute if such carryback claim is reported on a Separate Return or is utilized to offset and reduce the liability for MPC Taxes, the (ii) GGP may carryback any Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party Attribute if such carryback claim is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be reported on a Final Determination that results in a disallowance or a reduction Consolidated Return of the GGP Group, and (iii) Spinco may carryback any Tax Attributes Attribute if such carryback claim is reported on a Consolidated Return of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable by any member of the Filing Party’s Group as a result of any such Final Determination. Any such amount shall be paid by the Non-Filing Party within thirty days of the payment by the Filing Party’s Group of any such penalty or interestSpinco Group. (c) For purposes In the event that, notwithstanding Section 5.01(b), GGP or Spinco is required to carryback Tax Attributes in order to avoid losing the benefit of this such Tax Attributes, the Party responsible for filing the Tax Return on which such carryback claim is reported will cooperate with the other Party in seeking from the appropriate Taxing Authority any Refund that would be allocated to the other Party pursuant to Section 4.012.02 and that reasonably would result from such carryback (including by filing an amended Tax Return) at the other Party’s cost and expense; provided, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) however, that no Party shall be considered required or permitted to seek such Refund to the Filing Party for all State Income extent that such Refund would reasonably be expected to result in a Tax Returns for Detriment to a GGP Entity or a Spinco Entity, as the case may be, (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case, without the prior written consent of GGP or Spinco, as applicable, which it is liable for the Tax under Section 2.01 of this Agreementconsent shall not be unreasonably withheld or delayed.

Carrybacks. (a1) If The Non-Filing Group shall be entitled to any member refund of, or credit against, the Filing Group’s Tax for a Pre-Distribution Period resulting from carrying back any item of loss, deduction or credit that arises in any Post-Distribution Period of the Non-Filing Party’s Group generates a Tax Attribute during a Post-Distribution Period only to the extent that (A) the Filing Group has no item of loss, deduction, or credit that can be carried back to such taxable period and (B) such carryback does not have a material adverse impact on the Filing Group, as reasonably determined by the Filing Group. If the Filing Group receives any such refund (or benefit of such credit), it shall pay the portion thereof to which Non-Filing Group is entitled within thirty (30) days of the later of (C) a Determination with respect to the Filing Group’s Tax for such Pre-Distribution Period or (D) a Determination with respect to the Non-Filing Group’s Tax for the Post-Distribution Period that gave rise to the refund received by the Filing Group (or to the credit against the Filing Group’s Tax); provided, however, that if the Non-Filing Group Parent provides the Filing Group Parent with a letter of credit in a form reasonably acceptable to the Filing Group Parent and issued by a major money center commercial bank reasonably acceptable to the Filing Group Parent not expiring before the later of clause (C) or (D) of this Section 2.02(a)(iv)(1), then the Filing Group Parent shall pay to the Non-Filing Group Parent that portion of the refund (or credit against Tax) covered by the letter of credit no later than thirty (30) days after receipt of the refund (or, in the case of a credit, the filing of the Tax Return that includes such credit) or of the letter of credit, whichever is later. (2) If the Non-Filing Group has a loss or other Tax Attribute for any Post-Distribution Period that is to be carried back to any Pre-Distribution Period, thenthe Non-Filing Group Parent shall notify the Filing Group Parent that such item should be carried back. Such notification shall include a description in reasonable detail of the grounds for the refund and the amount thereof, upon the request and a certification by an appropriate officer of the Non-Filing PartyGroup Parent setting forth the Non-Filing Group’s belief, based on a thorough examination of the facts and Tax Law relating to the intended Tax treatment of such item, that (A) the intended Tax treatment of such item is supported by “substantial authority” within the meaning of Section 6662 of the Code (and the Treasury Regulations thereunder) or, where applicable, any analogous provision of state, local or foreign Law and (B) the transaction has economic substance for purposes of Section 7701 of the Code and any analogous provision of state, local or foreign Law. The Filing PartyGroup Parent, at the Non-Filing PartyGroup Parent’s expense, shall file (or shall cause cooperate with the appropriate member Non-Filing Group in connection with the filing and processing of its any Non-Filing Group to file) a claim for refund arising from such carryback and will pay shall provide the Non-Filing Group Parent with copies of all correspondence related thereto. (3) If the Filing Group Parent pays any amount to the Non-Filing Party the actual Tax Benefit from the carryback within thirty days Group Parent under Section 2.02(a)(iv)(1) and, as a result of Effective Realization by any member of the Filing Party’s Group. Such Tax Benefit shall be equal to the excess of (i) the amount of Tax that would have been payable (or of the Tax refund actually receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over (ii) the amount of Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Period to a Pre-Distribution Period and both Parties Tax Attributes cannot be fully utilized, the Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried backDetermination, the Non-Filing Party shall repay Group is not entitled to all or any part of such amount, the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to Group Parent shall notify the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light Group Parent of the Final Determinationamount to be repaid to the Filing Group Parent and provide a description in reasonable detail of the manner in which such amount was calculated. In addition, the The Non-Filing Party Group Parent shall hold each member of pay such amount to the Filing Party’s Group harmless from any penalty or interest payable Parent within thirty (30) days of such notification. (4) Any payment required to be made by any member of the Filing Party’s Group as Parent pursuant to this Section 2.02(a)(iv) shall bear interest at the Prime Rate plus two percent from the date a result of any such Final Determinationrefund is received by Filing Group. Any such amount shall payment required to be paid made by the Non-Filing Party within Group Parent pursuant to this Section 2.02(a)(iv) shall bear interest at the Prime Rate plus two percent beginning thirty (30) days after the Filing Group Parent notifies the Non-Filing Group Parent of the payment by the Filing Party’s Group of any such penalty or interest. (c) For purposes of this Section 4.01, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) amount to be repaid. Such interest shall be considered paid at the Filing Party for all State Income Tax Returns for same time as the payment to which it is liable for the Tax under Section 2.01 of this Agreementrelates.

Carrybacks. (a) If Each Party shall be permitted (but not required) to carry back (or to cause its Subsidiaries to carry back) a loss, credit, or other Tax Attribute realized in a Post-Closing Period or a Straddle Period to a Pre-Closing Period or a Straddle Period; provided, however, that if such carryback would reasonably be expected to adversely impact the other Party (including through an increase in Taxes or a loss or reduction in the utilization of a loss, credit, or other Tax Attribute regardless of whether or when such loss, credit, or other Tax Attribute otherwise would have been used), such carryback shall not be permitted without first obtaining the prior written consent of such other Party, which consent shall not be unreasonably withheld or delayed. (i) Subject to Sections 4.2(c) and 4.2(d), in the event that any member of the Non-Filing Party’s HY Group generates a Tax Attribute during a Post-Distribution Period that can be carried back chooses to a Pre-Distribution Period, then, upon the request of the Non-Filing Party, the Filing Party, at the Non-Filing Party’s expense, shall file (or is required to under applicable Law), and is permitted to under Section 4.2(a), carry back a loss, credit, or other Tax Attribute, Parent shall cause cooperate with HY and such member in seeking from the appropriate member of its Group Taxing Authority any Refund that reasonably would result from a permitted carryback (including by filing an amended Tax Return) at HY’s cost and expense. HY (or such member) shall be entitled to file) a claim for refund arising from such carryback and will pay to the Non-Filing Party the actual Tax Benefit from the carryback within thirty days of Effective Realization any Refund realized by any member of the Filing Party’s GroupParent Group or HY Group as a result of the carryback reduced by the value of any additional Tax Attributes allocable to any member of the HY Group as a result of the carryback. Such For purposes of the preceding sentence, the value of additional Tax Benefit Attributes shall be equal to the excess of (i) the amount of Tax computed by assuming that would have been payable (or of the Tax refund actually receivable) they can be immediately and fully utilized by the Party (or member of its HY Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over . (ii) Subject to Sections 4.2(c) and 4.2(d), in the amount of Tax actually payable for such period (or event that any member of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Parent Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Period to a Pre-Distribution Period and both Parties Tax Attributes cannot be fully utilized, the Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant chooses to (or is required to under applicable Law), and is permitted to under Section 4.2(a), carry back a loss, credit, or other Tax Attribute, HY shall cooperate with Parent and such member in accordance with seeking from the principles ofappropriate Taxing Authority any Refund that reasonably would result from a permitted carryback (including by filing an amended Tax Return) Section 4.01(a) of this Agreement, there at Parent’s cost and expense. Parent shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay entitled to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable Refund realized by any member of the Filing Party’s HY Group or Parent Group as a result of the carryback reduced by the value of any such Final Determinationadditional Tax Attributes allocable to any member of the Parent Group as a result of the carryback. Any such amount For purposes of the preceding sentence, the value of additional Tax Attributes shall be paid computed by assuming that they can be immediately and fully utilized by the Non-Filing Party within thirty days of the payment by the Filing Party’s Group of any such penalty or interestParent Group. (c) For purposes Except as otherwise provided by applicable Law, if any loss, credit or other Tax Attribute of the Parent Business and the Lift Truck Business both would be eligible to be carried back or carried forward to the same Pre-Closing Period (had such carryback been the only carryback to such taxable period) (such amount for each of Parent Business and the Lift Truck Business separately referred to as the “Carryback Amount” and the sum of both amounts returned to as the “Aggregate Carryback Amount”), any Refund resulting therefrom shall be allocated between Parent and HY proportionately based on the ratio of the Parent Business Carryback Amount to the Aggregate Carryback Amount and the Lift Truck Business Carryback Amount to the Aggregate Carryback Amount, respectively, would have been entitled had such carryback been the only carryback to such taxable period. Appropriate adjustments to the allocation of any Refund under the preceding sentence shall be made if the carryback results in any additional Tax Attributes being allocated to the Parent Group or the HY Group (for example, under the regulations applicable to U.S. federal consolidated income tax returns) to the extent necessary to cause the Parent Group, on the one hand, and the HY Group, on the other hand, to proportionately benefit from such carryback. (d) To the extent the amount of any Refund under this Section 4.014.2 is later reduced by a Tax Authority or a Tax Proceeding, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) such reduction shall be considered allocated to the Filing Party for all State Income Tax Returns for to which it is liable for the Tax under such Refund was allocated pursuant to this Section 2.01 of this Agreement4.2.

Carrybacks. (a) If Each Party shall be permitted (but not required) to carry back (or to cause its Subsidiaries to carry back) a loss, credit, or other Tax Attribute realized in a Post-Closing Period or a Straddle Period to a Pre-Closing Period or a Straddle Period; provided, however, that if such carryback would reasonably be expected to adversely impact the other Party (including through an increase in Taxes or a loss or reduction in the utilization of a loss, credit, or other Tax Attribute regardless of whether or when such loss, credit, or other Tax Attribute otherwise would have been used), such carryback shall not be permitted without first obtaining the prior written consent of such other Party, which consent shall not be unreasonably withheld or delayed. (i) Subject to Sections 4.2(c) and 4.2(d), in the event that any member of the Non-Filing Party’s Xxxxxxxx Beach Holding Group generates a Tax Attribute during a Post-Distribution Period that can be carried back chooses to a Pre-Distribution Period, then, upon the request of the Non-Filing Party, the Filing Party, at the Non-Filing Party’s expense, shall file (or is required to under applicable Law), and is permitted to under Section 4.2(a), carry back a loss, credit, or other Tax Attribute, Parent shall cause cooperate with Xxxxxxxx Beach Holding and such member in seeking from the appropriate member of its Group Taxing Authority any Refund that reasonably would result from a permitted carryback (including by filing an amended Tax Return) at Xxxxxxxx Beach Holding’s cost and expense. Xxxxxxxx Beach Holding (or such member) shall be entitled to file) a claim for refund arising from such carryback and will pay to the Non-Filing Party the actual Tax Benefit from the carryback within thirty days of Effective Realization any Refund realized by any member of the Filing Party’s GroupParent Group or Xxxxxxxx Beach Holding Group as a result of the carryback reduced by the value of any additional Tax Attributes allocable to any member of the Xxxxxxxx Beach Holding Group as a result of the carryback. Such For purposes of the preceding sentence, the value of additional Tax Benefit Attributes shall be equal to the excess of (i) the amount of Tax computed by assuming that would have been payable (or of the Tax refund actually receivable) they can be immediately and fully utilized by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over Xxxxxxxx Beach Holding. (ii) Subject to Sections 4.2(c) and 4.2(d), in the amount of Tax actually payable for such period (or event that any member of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Parent Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Period to a Pre-Distribution Period and both Parties Tax Attributes cannot be fully utilized, the Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant chooses to (or is required to under applicable Law), and is permitted to under Section 4.2(a), carry back a loss, credit, or other Tax Attribute, Xxxxxxxx Beach Holding shall cooperate with Parent and such member in accordance with seeking from the principles ofappropriate Taxing Authority any Refund that reasonably would result from a permitted carryback (including by filing an amended Tax Return) Section 4.01(a) of this Agreement, there at Parent’s cost and expense. Parent shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay entitled to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable Refund realized by any member of the Filing Party’s Xxxxxxxx Beach Holding Group or Parent Group as a result of the carryback reduced by the value of any such Final Determinationadditional Tax Attributes allocable to any member of the Parent Group as a result of the carryback. Any such amount For purposes of the preceding sentence, the value of additional Tax Attributes shall be paid computed by assuming that they can be immediately and fully utilized by the Non-Filing Party within thirty days of the payment by the Filing Party’s Group of any such penalty or interestParent Group. (c) For purposes Except as otherwise provided by applicable Law, if any loss, credit or other Tax Attribute of both the NACoal Business and the HBB Business would be eligible to be carried back or carried forward to the same Pre-Closing Period (had such carryback been the only carryback to such taxable period) (such amount for each of NACoal Business and the HBB Business separately referred to as the “Carryback Amount,” and the sum of both amounts referred to as the “Aggregate Carryback Amount”), any Refund resulting therefrom shall be allocated between Parent and Xxxxxxxx Beach Holding proportionately based on the ratio of the NACoal Business Carryback Amount to the Aggregate Carryback Amount and the HBB Business Carryback Amount to the Aggregate Carryback Amount, respectively. Appropriate adjustments to the allocation of any Refund under the preceding sentence shall be made if the carryback results in any additional Tax Attributes being allocated to the Parent Group or the Xxxxxxxx Beach Holding Group (for example, under the regulations applicable to U.S. federal consolidated income tax returns) to the extent necessary to cause the Parent Group, on the one hand, and the Xxxxxxxx Beach Holding Group, on the other hand, to proportionately benefit from such carryback. (d) To the extent the amount of any Refund under this Section 4.014.2 is later reduced by a Tax Authority or a Tax Proceeding, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) such reduction shall be considered allocated to the Filing Party for all State Income Tax Returns for to which it is liable for the Tax under such Refund was allocated pursuant to this Section 2.01 of this Agreement4.2.

Carrybacks. (a) If Each Party shall be permitted (but not required) to carry back (or to cause its Subsidiaries to carry back) a loss, credit, or other Tax Attribute realized in a Post-Closing Period or a Straddle Period to a Pre-Closing Period or a Straddle Period; provided, however, that if such carryback would reasonably be expected to adversely impact the other Party (including through an increase in Taxes or a loss or reduction in the utilization of a loss, credit, or other Tax Attribute regardless of whether or when such loss, credit, or other Tax Attribute otherwise would have been used), such carryback shall not be permitted without first obtaining the prior written consent of such other Party, which consent shall not be unreasonably withheld or delayed. (i) Subject to Sections 4.2(c) and 4.2(d), in the event that any member of the Non-Filing Party’s HY Group generates a Tax Attribute during a Post-Distribution Period that can be carried back chooses to a Pre-Distribution Period, then, upon the request of the Non-Filing Party, the Filing Party, at the Non-Filing Party’s expense, shall file (or is required to under applicable Law), and is permitted to under Section 4.2(a), carry back a loss, credit, or other Tax Attribute, Parent shall cause cooperate with HY and such member in seeking from the appropriate member of its Group Taxing Authority any Refund that reasonably would result from a permitted carryback (including by filing an amended Tax Return) at HY’s cost and expense. HY (or such member) shall be entitled to file) a claim for refund arising from such carryback and will pay to the Non-Filing Party the actual Tax Benefit from the carryback within thirty days of Effective Realization any Refund realized by any member of the Filing Party’s GroupParent Group or HY Group as a result of the carryback reduced by the value of any additional Tax Attributes allocable to any member of the HY Group as a result of the carryback. Such For purposes of the preceding sentence, the value of additional Tax Benefit Attributes shall be equal to the excess of (i) the amount of Tax computed by assuming that would have been payable (or of the Tax refund actually receivable) they can be immediately and fully utilized by the Party (or member of its HY Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over (ii) Subject to Sections 4.2(c) and 4.2(d), in the amount of Tax actually payable for such period (or event that any member of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Parent Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Period to a Pre-Distribution Period and both Parties Tax Attributes cannot be fully utilized, the Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant chooses to (or is required to under applicable Law), and is permitted to under Section 4.2(a), carry back a loss, credit, or other Tax Attribute, HY shall cooperate with Parent and such member in accordance with seeking from the principles ofappropriate Taxing Authority any Refund that reasonably would result from a permitted carryback (including by filing an amended Tax Return) Section 4.01(a) of this Agreement, there at Parent’s cost and expense. Parent shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay entitled to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable Refund realized by any member of the Filing Party’s HY Group or Parent Group as a result of the carryback reduced by the value of any such Final Determinationadditional Tax Attributes allocable to any member of the Parent Group as a result of the carryback. Any such amount For purposes of the preceding sentence, the value of additional Tax Attributes shall be paid computed by assuming that they can be immediately and fully utilized by the Non-Filing Party within thirty days of the payment by the Filing Party’s Group of any such penalty or interestParent Group. (c) For purposes Except as otherwise provided by applicable Law, if any loss, credit or other Tax Attribute of the Parent Business and the Lift Truck Business both would be eligible to be carried back or carried forward to the same Pre-Closing Period (had such carryback been the only carryback to such taxable period) (such amount for each of Parent Business and the Lift Truck Business separately referred to as the “Carryback Amount” and the sum of both amounts returned to as the “Aggregate Carryback Amount”), any Refund resulting therefrom shall be allocated between Parent and HY proportionately based on the ratio of the Parent Business Carryback Amount to the Aggregate Carryback Amount and the Lift Truck Business Carryback Amount to the Aggregate Carryback Amount, respectively, would have been entitled had such carryback been the only carryback to such taxable period. Appropriate adjustments to the allocation of any Refund under the preceding sentence shall be made if the carryback results in any additional Tax Attributes being allocated to the Parent Group or the HY Group (for example, under the regulations applicable to U.S. federal consolidated income tax returns) to the extent necessary to cause the Parent Group, on the one hand, and the HY Group, on the other hand, to proportionately benefit from such carryback. (d) To the extent the amount of any Refund under this Section 4.014.2 is later reduced by a Tax Authority or a Tax Proceeding, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) such reduction shall be considered allocated to the Filing Party for all State Income Tax Returns for to which it is liable for the Tax under such Refund was allocated pursuant to this Section 2.01 of this Agreement4.2.

Carrybacks. In the case of any Tax that is computed or payable on a consolidated, combined or unitary basis by a Combined Group, each party shall elect and shall cause each of its Entities to elect, where permitted by law, (aA) If to carry forward and (B) to relinquish or forego all carryback periods with respect to, any member NOL or other net operating loss, net capital loss, charitable contribution or other item arising after the Merger Date that could, or would, in the absence of the Non-Filing Party’s Group generates a Tax Attribute during a Post-Distribution Period that can such election, be carried back to a Pre-Distribution Merger Taxable Period. If, thennotwithstanding the foregoing, upon any item of deduction, loss or credit relating to such a Tax and attributable to a party (or any Person affiliated with such party) is carried back from a Post-Merger Taxable Period to a Combined Group taxable year, the request party whose Subgroup is the source of the Non-Filing Partycarryback item shall be entitled to any and all benefits resulting from such carryback, the Filing Partyincluding, at the Non-Filing Party’s expensewithout limitation, shall file (A) any refund or shall cause the appropriate member credit of its Group to file) a claim for refund arising Taxes resulting from such carryback and will pay to the Non-Filing Party the actual (B) any increase in NOLs or other beneficial Tax Benefit from the carryback within thirty days of Effective Realization by any member of the Filing Party’s Group. Such Tax Benefit shall be equal to the excess of (i) the amount of Tax that would have been payable (attributes available for utilization or of the Tax refund actually receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over (ii) the amount of Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Period to a Pre-Distribution Period and both Parties Tax Attributes cannot be fully utilized, the Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable by any member of the Filing Party’s Group carryforward as a result of any such Final Determinationcarryback. If a party (other than the party which is the source of the carryback item) realizes an increase described in clause (B) of the foregoing sentence, the party realizing the increase shall pay to such other party an amount equal to the Tax benefit resulting from such increase in NOLs or other beneficial Tax attributes, and by way of example, the party obligated to make payment as a result of realizing an increase in NOLs shall pay to the other party an amount equal to 35% of the amount of such increase. Any such amount shall be paid by the Non-Filing Party within thirty days of the payment by the Filing Party’s Group of any such penalty or interest. (c) For purposes of payable under this Section 4.01, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group3.03(b)(ii) shall be considered payable upon written request of the Filing Party for all State Income Tax Returns for party entitled to payment providing reasonable detail of the calculation of the amount payable, but in no event earlier than thirty (30) days following the date on which it is liable for the Tax Return providing for such carryback was filed. It is understood and agreed that any amount owing under Section 2.01 of this Agreementsection shall be calculated by assuming that the Tax benefit resulting from such carryback will be currently realized by the payor party and shall be payable without regard to when such Tax benefit actually would have been realized by such party.

Carrybacks. (a) If The carryback of any member of the Non-Filing Party’s Group generates a loss, credit or other Tax Attribute during a attribute in any Post-Distribution Taxable Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign laws or regulations). (b) In the event that can be carried the xXXxX*s Group realizes any loss, credit or other Tax attribute in any Post-Distribution Taxable Period, such group may elect to carry back such loss, credit or Tax attribute to a Pre-Distribution Taxable Period, then, upon . Alloy shall cooperate with xXXxX*s in seeking from the request appropriate Tax Authority any Refund that reasonably would result from such carryback. xXXxX*s shall be entitled to any Refund (or other Tax benefit) realized by the Alloy Group (including any interest thereon received from such Tax Authority less any Taxes payable by reason of the Non-Filing Partyreceipt of such Refund and interest) attributable to such carryback if such Refund is allocable to the xXXxX*s Group under the principles of Section 5.1, the Filing Party, at the Non-Filing Party’s expense, shall file within ten (10) business days after such Refund (or other Tax benefit) is received; provided, however, that Alloy shall cause the appropriate member of its Group be entitled to fileany Refund (or other Tax benefit) a claim for refund arising from such carryback and will pay to the Non-Filing Party the actual Tax Benefit that results from the carryback within thirty days of Effective Realization by any member of the Filing Party’s Group. Such a loss, credit or other Tax Benefit shall be equal to the excess of (i) the amount of Tax that would have been payable (or of the Tax refund actually receivable) attribute by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over (ii) the amount of Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Alloy Group from a Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Taxable Period to a Pre-Distribution Period and both Parties Tax Attributes cannot be fully utilized, the Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable by any member of the Filing Party’s Group as a result of any such Final Determination. Any such amount shall be paid by the Non-Filing Party within thirty days of the payment by the Filing Party’s Group of any such penalty or interestTaxable Period. (c) For purposes Except as otherwise provided by applicable law, if the Alloy Group and the xXXxX*s Group both may carry back a loss, credit or other Tax attribute to the same Pre-Distribution Taxable Period, any Refund (or other Tax benefit) resulting therefrom shall be allocated between Alloy and xXXxX*s proportionately based on the relative amounts of the Refunds (or other Tax benefits) to which the Alloy Group and the xXXxX*s Group, respectively, would have been entitled had its carrybacks been the only carrybacks to such taxable period. (d) To the extent that the amount of a Refund to which a party is entitled under this Section 4.01, GroceryCo (or 5.2 is reduced by the applicable member Tax Authority as a result of the GroceryCo Post-Distribution Group) shall be considered offset of such amount against a Tax Liability of the Filing Party for all State Income Tax Returns for which it is liable for the Tax other party, as allocated under Section 2.01 of this Agreement, the party which receives the benefit of such offset shall appropriately compensate the other party within ten (10) days of receipt of such benefit.

Carrybacks. (a) If The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws). (b) To the extent permitted by applicable Law, GGP and Spinco shall waive the right to carryback any Tax Attribute of a member of the Non-Filing Party’s Group generates a Tax Attribute during their respective Groups arising in a Post-Distribution Period that can be carried back to a Pre-Distribution Period, then, upon the request of the Non-Filing Party, the Filing Party, at the Non-Filing Party’s expense, shall file (or shall cause the appropriate member of its Group to file) a claim for refund arising from such carryback and will pay to the Non-Filing Party the actual Tax Benefit from the carryback within thirty days of Effective Realization by any member of the Filing Party’s Group. Such Tax Benefit shall be equal to the excess of (i) the amount of Tax that would have been payable (or of the Tax refund actually receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over (ii) the amount of Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Closing Period to a Pre-Distribution Period Closing or Straddle Period; provided, however, that (i) GGP and both Parties Spinco may carryback any Tax Attributes cannot be fully utilizedAttribute if such carryback claim is reported on a Separate Return, the (ii) GGP may carryback any Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party Attribute if such carryback claim is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be reported on a Final Determination that results in a disallowance or a reduction Consolidated Return of the GGP Group, and (iii) Spinco may carryback any Tax Attributes Attribute if such carryback claim is reported on a Consolidated Return of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable by any member of the Filing Party’s Group as a result of any such Final Determination. Any such amount shall be paid by the Non-Filing Party within thirty days of the payment by the Filing Party’s Group of any such penalty or interestSpinco Group. (c) For purposes In the event that, notwithstanding Section 5.01(b), GGP or Spinco is required to carryback Tax Attributes in order to avoid losing the benefit of this such Tax Attributes, the Party responsible for filing the Tax Return on which such carryback claim is reported will cooperate with the other Party in seeking from the appropriate Taxing Authority any Refund that would be allocated to the other Party pursuant to Section 4.012.02 and that reasonably would result from such carryback (including by filing an amended Tax Return) at the other Party’s cost and expense; provided, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) however, that no Party shall be considered required or permitted to seek such Refund to the Filing Party for all State Income extent that such Refund would reasonably be expected to result in a Tax Returns for Detriment to a GGP Entity or a Spinco Entity, as the case may be, (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case, without the prior written consent of GGP or Spinco, as applicable, which it is liable for the Tax under Section 2.01 of this Agreementconsent shall not be unreasonably withheld or delayed.

Carrybacks. FCI agrees to pay to Metris the actual tax benefit received by the FCI Group from the use in any Pre-Deconsolidation Period of a carryback of any Special Tax Attributes of the Metris Group from a Post- Deconsolidation Period. Such benefit shall be considered equal to the lesser of (a) If any member of the Non-Filing Party’s Group generates benefit Metris would have received had such Special Tax Attributes arisen in a Tax Attribute during a Post-Distribution Pre- Deconsolidation Period that can be carried back to a Pre-Distribution Period, then, upon the request of the Non-Filing Party, the Filing Party, at the Non-Filing Party’s expense, shall file and (or shall cause the appropriate member of its Group to fileb) a claim for refund arising from such carryback and will pay to the Non-Filing Party the actual Tax Benefit from the carryback within thirty days of Effective Realization by any member of the Filing Party’s Group. Such Tax Benefit shall be equal to the excess of (i1) the amount of Tax Federal Income Taxes imposed on the Consolidated Group or the amount of Combined Taxes imposed on the Combined Group, as the case may be, that would have been payable (or of the Tax refund actually receivable) by the Party (Consolidated Group or member of its Group) liable for the Tax reported on such Tax Return for such period Combined Group in the absence of such carryback, carryback over (ii2) the amount of Tax Federal Income Taxes or Combined Taxes, as the case may be, actually payable for such period (or paid. Payment of the Tax refund that would have been receivableamount of such benefit shall be made within ninety (90) by days of the Party (or member filing of its Group) liable the applicable tax return for the Tax reported on such Tax Return. In taxable year in which the absence of controlling legal authority, if the SnackCo Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Special Tax Attributes from the same Post-Distribution Period to a Pre-Distribution Period and both Parties Tax Attributes cannot be fully are utilized, the Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party is seeking to utilize. (b) If, . If subsequent to the payment by the Filing Party FCI to the Non-Filing Party Metris of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreementsuch amount, there shall be (a) a Final Determination that which results in a disallowance or a reduction of the Special Tax Attributes so carried back or (b) a reduction in the amount of the Nonbenefit realized by the FCI Group as a result of any other Special Tax Attributes that arise in a Post-Filing Party’s Group so carried backDeconsolidation Period, the Non-Filing Party Metris shall receive support for such disallowance or reduction in writing, and shall repay to the Filing PartyFCI, within thirty ninety (90) days after of such Final Determinationevent, any amount that which would not have been payable to the Non-Filing Party Metris pursuant to (or in accordance with the principles of) this Section 4.01(a) of this Agreement 5.3 had the Tax Benefit amount of the benefit been determined in light of the Final Determinationthese events. In addition, the Non-Filing Party Metris shall hold each member of the Filing Party’s Group FCI harmless from for any penalty penalty, addition to tax or interest payable by any member of the Filing Party’s FCI Group as a result of any such Final Determinationevent. Any such amount shall be provided to Metris in writing and shall be paid by the Non-Filing Party Metris to FCI within thirty ninety (90) days after notice to Metris of the payment by FCI, or any member of the Filing Party’s Consolidated Group or Combined Group of any such penalty penalty, addition to tax, or interest. (c) For purposes of . Nothing in this Section 4.01, GroceryCo (5.3 shall require FCI to file a claim for refund of Federal Income Taxes or the applicable member of the GroceryCo Post-Distribution Group) shall be considered the Filing Party for all State Income Tax Returns for which it is liable for the Tax under Section 2.01 of this AgreementCombined Taxes.

Carrybacks. (a1) If The AbbVie Group shall be entitled to any member refund of the NonXxxxxx’x Tax for a Pre-Filing Party’s Group generates a Tax Attribute during a Distribution Period resulting from carrying back any item of loss, deduction or credit that arises in any Post-Distribution Period of AbbVie or member of the AbbVie Group only to the extent that (A) Abbott or the relevant Abbott Affiliate has no item of loss, deduction, or credit that can be carried back to such taxable period and (B) such carryback does not have a material adverse impact on Abbott, as reasonably determined by Abbott. If Abbott receives any such refund, it shall pay the portion thereof to which AbbVie is entitled within thirty (30) days of the later of (C) a Determination with respect to Xxxxxx’x Tax for such Pre-Distribution Period or (D) a Determination with respect to AbbVie’s Tax for the Post-Distribution Period that gave rise to the refund received by Abbott; PROVIDED, HOWEVER, that if AbbVie provides Abbott with a letter of credit in a form reasonably acceptable to Abbott and issued by a major money center commercial bank reasonably acceptable to Abbott not expiring before the later of clause (C) or (D) of this Section 2.02(a)(iv)(1), then Abbott shall pay to AbbVie that portion of the refund covered by the letter of credit no later than thirty (30) days after receipt of the refund or of the letter of credit, whichever is later. 2) If AbbVie has a loss or other Tax attribute for any Post-Distribution Period that is to be carried back to any Pre-Distribution Period, then, upon the request AbbVie shall notify Abbott that such item should be carried back. Such notification shall include a description in reasonable detail of the Non-Filing Partygrounds for the refund and the amount thereof, and a certification by an appropriate officer of AbbVie setting forth AbbVie’s belief, based on a thorough examination of the Filing Partyfacts and Tax law relating to the Tax treatment of such item, that (A) the Tax treatment of such item is supported by “substantial authority” within the meaning of Section 6662 of the Code (and the Treasury Regulations thereunder) or, where applicable, any analogous provision of state, local or foreign law and (B) the transaction has economic substance for purposes of Section 7701 of the Code and any analogous provision of state, local or foreign law. Abbott, at the Non-Filing PartyAbbVie’s expense, shall file (or shall cause cooperate with AbbVie in connection with the appropriate member filing and processing of its Group to file) a claim for refund arising from such any AbbVie carryback and will pay to the Non-Filing Party the actual Tax Benefit from the carryback within thirty days shall provide AbbVie with copies of Effective Realization by any member of the Filing Party’s Group. Such Tax Benefit shall be equal to the excess of (i) the amount of Tax that would have been payable (or of the Tax refund actually receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over (ii) the amount of Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Period to a Pre-Distribution Period and both Parties Tax Attributes cannot be fully utilized, the Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party is seeking to utilizeall correspondence related thereto. (b3) If, subsequent to the payment by the Filing Party to the Non-Filing Party of If Abbott pays any amount pursuant to (or in accordance with the principles ofAbbVie under Section 2.02(a)(iv)(1) Section 4.01(a) of this Agreementand, there shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable by any member of the Filing Party’s Group as a result of a subsequent Determination, AbbVie is not entitled to all or any part of such Final Determinationamount, Abbott shall notify AbbVie of the amount to be repaid to Abbott and provide a description in reasonable detail of the manner in which such amount was calculated. AbbVie shall pay such amount to Abbott within thirty (30) days of such notification. 4) Any payment required to be made by Abbott pursuant to this Section 2.02(a)(iv) shall bear interest at the Prime Rate plus two percent from the date a refund is received by Abbott. Any such payment required to be made by AbbVie pursuant to this Section 2.02(a)(iv) shall bear interest at the Prime Rate plus two percent beginning thirty (30) days after Abbott notifies AbbVie of the amount to be repaid. Such interest shall be paid by at the Non-Filing Party within thirty days of same time as the payment by the Filing Party’s Group of any such penalty or interest. (c) For purposes of this Section 4.01, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) shall be considered the Filing Party for all State Income Tax Returns for to which it is liable for the Tax under Section 2.01 of this Agreementrelates.

Carrybacks. (a) If The carryback of any member loss, credit or other Tax attribute in any Post-Separation Taxable Period shall be in accordance with the provisions of the Non-Filing Party’s Code and Treasury Regulations (and any applicable state, local or foreign laws or regulations). (b) In the event that the New U S WEST Group generates a realizes any loss, credit or other Tax Attribute during a attribute in any Post-Distribution Period that can be carried Separation Taxable Period, such group may elect to carry back such loss, credit or Tax attribute to a Pre-Distribution Separation Taxable Period, then, upon . U S WEST shall cooperate with New U S WEST in seeking from the request of the Non-Filing Party, the Filing Party, at the Non-Filing Party’s expense, appropriate Tax Authority any Refund that reasonably would result from such carryback. New U S WEST shall file be entitled to any Refund (or shall cause other Tax benefit) realized by the appropriate member of its MediaOne Group to file) a claim for refund arising (including any interest thereon received from such carryback and will pay Tax Authority) attributable to the Non-Filing Party the actual such carryback, within ten (10) business days after such Refund (or other Tax Benefit benefit) is received; provided, however, that U S WEST shall be entitled to any Refund (or other Tax benefit) that results from the carryback within thirty days of Effective Realization by any member of the Filing Party’s Group. Such a loss, credit or other Tax Benefit shall be equal to the excess of (i) the amount of Tax that would have been payable (or of the Tax refund actually receivable) attribute by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over (ii) the amount of Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution MediaOne Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution a Post- Separation Taxable Period to a Pre-Distribution Period and both Parties Tax Attributes cannot be fully utilized, the Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable by any member of the Filing Party’s Group as a result of any such Final Determination. Any such amount shall be paid by the Non-Filing Party within thirty days of the payment by the Filing Party’s Group of any such penalty or interestSeparation Taxable Period. (c) For purposes Except as otherwise provided by applicable law, if the MediaOne Group and the New U S WEST Group both may carry back a loss, credit or other Tax attribute to the same Pre-Separation Taxable Period, any Refund (or other Tax benefit) resulting therefrom shall be allocated between U S WEST and New U S WEST proportionately based on the relative amounts of the Refunds (or other Tax benefits) to which the MediaOne Group and the New U S WEST Group, respectively, would have been entitled had its carrybacks been the only carrybacks to such Taxable Year. (d) To the extent that the amount of a Refund to which a party is entitled under this Section 4.01, GroceryCo (or 5.2 is reduced by the applicable member Tax Authority as a result of the GroceryCo Post-Distribution Group) shall be considered offset of such amount against a Tax Liability of the Filing Party for all State Income Tax Returns for which it is liable for the Tax other party, as allocated under Section 2.01 of this Agreement, the party which receives the benefit of such offset shall appropriately compensate the other party within ten (10) days of receipt of such benefit.

Carrybacks. (a1) If The Non-Filing Group shall be entitled to any member refund of, or credit against, the Filing Group’s Tax for a Pre-Distribution Period resulting from carrying back any item of loss, deduction or credit that arises in any Post-Distribution Period of the Non-Filing Party’s Group generates a Tax Attribute during a Post-Distribution Period only to the extent that (A) the Filing Group has no item of loss, deduction, or credit that can be carried back to such taxable period and (B) such carryback does not have a material adverse impact on the Filing Group, as reasonably determined by the Filing Group. If the Filing Group receives any such refund (or benefit of such credit), it shall pay the portion thereof to which Non-Filing Group is entitled within thirty (30) days of the later of (C) a Determination with respect to the Filing Group’s Tax for such Pre-Distribution Period or (D) a Determination with respect to the Non-Filing Group’s Tax for the Post-Distribution Period that gave rise to the refund received by the Filing Group (or to the credit against the Filing Group’s Tax); PROVIDED, HOWEVER, that if the Non-Filing Group Parent provides the Filing Group Parent with a letter of credit in a form reasonably acceptable to the Filing Group Parent and issued by a major money center commercial bank reasonably acceptable to the Filing Group Parent not expiring before the later of clause (C) or (D) of this Section 2.02(a)(iv)(1), then the Filing Group Parent shall pay to the Non-Filing Group Parent that portion of the refund (or credit against Tax) covered by the letter of credit no later than thirty (30) days after receipt of the refund (or, in the case of a credit, the filing of the Tax Return that includes such credit) or of the letter of credit, whichever is later. (2) If the Non-Filing Group has a loss or other Tax attribute for any Post-Distribution Period that is to be carried back to any Pre-Distribution Period, thenthe Non-Filing Group Parent shall notify the Filing Group Parent that such item should be carried back. Such notification shall include a description in reasonable detail of the grounds for the refund and the amount thereof, upon the request and a certification by an appropriate officer of the Non-Filing PartyGroup Parent setting forth the Non-Filing Group’s belief, based on a thorough examination of the facts and Tax law relating to the Tax treatment of such item, that (A) the Tax treatment of such item is supported by “substantial authority” within the meaning of Section 6662 of the Code (and the Treasury Regulations thereunder) or, where applicable, any analogous provision of state, local or foreign law and (B) the transaction has economic substance for purposes of Section 7701 of the Code and any analogous provision of state, local or foreign law. The Filing PartyGroup Parent, at the Non-Filing PartyGroup Parent’s expense, shall file (or shall cause cooperate with the appropriate member Non-Filing Group in connection with the filing and processing of its any Non-Filing Group to file) a claim for refund arising from such carryback and will pay shall provide the Non-Filing Group Parent with copies of all correspondence related thereto. (3) If the Filing Group Parent pays any amount to the Non-Filing Party the actual Tax Benefit from the carryback within thirty days Group Parent under Section 2.02(a)(iv)(1) and, as a result of Effective Realization by any member of the Filing Party’s Group. Such Tax Benefit shall be equal to the excess of (i) the amount of Tax that would have been payable (or of the Tax refund actually receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over (ii) the amount of Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Period to a Pre-Distribution Period and both Parties Tax Attributes cannot be fully utilized, the Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried backDetermination, the Non-Filing Party shall repay Group is not entitled to all or any part of such amount, the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to Group Parent shall notify the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light Group Parent of the Final Determinationamount to be repaid to the Filing Group Parent and provide a description in reasonable detail of the manner in which such amount was calculated. In addition, the The Non-Filing Party Group Parent shall hold each member of pay such amount to the Filing Party’s Group harmless from any penalty or interest payable Parent within thirty (30) days of such notification. (4) Any payment required to be made by any member of the Filing Party’s Group as Parent pursuant to this Section 2.02(a)(iv) shall bear interest at the Prime Rate plus two percent from the date a result of any such Final Determinationrefund is received by Filing Group. Any such amount shall payment required to be paid made by the Non-Filing Party within Group Parent pursuant to this Section 2.02(a)(iv) shall bear interest at the Prime Rate plus two percent beginning thirty (30) days after the Filing Group Parent notifies the Non-Filing Group Parent of the payment by the Filing Party’s Group of any such penalty or interest. (c) For purposes of this Section 4.01, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) amount to be repaid. Such interest shall be considered paid at the Filing Party for all State Income Tax Returns for same time as the payment to which it is liable for the Tax under Section 2.01 of this Agreementrelates.

Carrybacks. (a) If The carryback of any loss, credit, or other Tax Item from any Post-Distribution Taxable Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign laws). (b) Subject to Sections 3.7(d) and 3.8, in the event that any member of the Non-Filing Party’s Civeo Group generates a realizes any loss, credit or other Tax Attribute during Item in a Post-Distribution Closing Taxable Period that can be carried of such member, such member may elect to carry back such Tax Item to a Pre-Distribution Period, then, upon the request Closing Taxable Period or a Straddle Period of the Non-Filing Party, the Filing Party, at the Non-Filing Party’s expense, Oil States. Oil States shall file (or shall cause cooperate with Civeo and such member in seeking from the appropriate member of its Group to file) a claim for refund arising Taxing Authority any Tax Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at Civeo’s cost and will pay expense; provided, that Oil States shall not be required to seek such Tax Refund and Civeo and such member shall not be permitted to seek such Tax Refund, in each case to the Non-Filing Party extent that such Tax Refund would reasonably be expected to materially adversely impact Oil States (including through an increase in Taxes or a loss or reduction of a Tax Item regardless of whether or when such Tax Item otherwise would have been used), in each case without the actual prior written consent of Oil States. Civeo (or such member) shall be entitled to any Tax Benefit from the carryback within thirty days of Effective Realization Refund realized by any member of the Filing Party’s Group. Such Tax Benefit shall be equal Oil States Group or the Civeo Group resulting from such carryback. (c) Subject to Sections 3.7(d) and 3.8, in the excess of (i) the amount of Tax event that would have been payable (or any member of the Oil States Group realizes any loss, credit or other Tax refund actually receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period Item in the absence a Post-Closing Taxable Period of such carrybackmember, over (ii) the amount of such member may elect to carry back such loss, credit or other Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Period Item to a Pre-Distribution Closing Taxable Period or a Straddle Period of such member. Civeo shall cooperate with Oil States and both Parties such member in seeking from the appropriate Taxing Authority any Tax Attributes canRefund that reasonably would result from such carryback (including by filing an amended Tax Return), at Oil States’ cost and expense; provided, that Civeo shall not be fully utilizedrequired to seek such Tax Refund and Oil States and such member shall not be permitted to seek such Tax Refund, in each case to the extent that such Tax Attributes Refund would reasonably be expected to materially adversely impact Civeo (including through an increase in Taxes or a loss or reduction of both Groups a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of Civeo. Oil States shall be carried back proportionately entitled to the any Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable Refund realized by any member of the Filing Party’s Civeo Group as a result of any or the Oil States Group resulting from such Final Determination. Any such amount shall be paid by the Non-Filing Party within thirty days of the payment by the Filing Party’s Group of any such penalty or interestcarryback. (cd) For purposes Except as otherwise provided by applicable law, if any Tax Item of this Section 4.01Oil States or Civeo would be eligible to be carried back or carried forward to the same Pre-Closing Taxable Period (had such carryback been the only carryback to such taxable period), GroceryCo (or any Tax Refund resulting therefrom shall be allocated between Oil States and Civeo proportionately based on the applicable member relative amounts of the GroceryCo Post-Distribution Group) shall be considered the Filing Party for all State Income Tax Returns for Refunds to which it is liable for the Tax under Section 2.01 of this Agreement.Oil States and Civeo, respectively, would have been entitled

Carrybacks. (a1) If The Non-Filing Group shall be entitled to any member refund of, or credit against, the Filing Group’s Tax for a Pre-Distribution Period resulting from carrying back any item of loss, deduction or credit that arises in any Post-Distribution Period of the Non-Filing Party’s Group generates a Tax Attribute during a Post-Distribution Period only to the extent that (A) the Filing Group has no item of loss, deduction, or credit that can be carried back to such taxable period and (B) such carryback does not have a material adverse impact on the Filing Group, as reasonably determined by the Filing Group. If the Filing Group receives any such refund (or benefit of such credit), it shall pay the portion thereof to which Non-Filing Group is entitled within thirty (30) days of the later of (C) a Determination with respect to the Filing Group’s Tax for such Pre-Distribution Period or (D) a Determination with respect to the Non-Filing Group’s Tax for the Post-Distribution Period that gave rise to the refund received by the Filing Group (or to the credit against the Filing Group’s Tax); PROVIDED, HOWEVER, that if the Non-Filing Group Parent provides the Filing Group Parent with a letter of credit in a form reasonably acceptable to the Filing Group Parent and issued by a major money center commercial bank reasonably acceptable to the Filing Group Parent not expiring before the later of clause (C) or (D) of this Section 2.02(a)(iv)(1), then the Filing Group Parent shall pay to the Non-Filing Group Parent that portion of the refund (or credit against Tax) covered by the letter of credit no later than thirty (30) days after receipt of the refund (or, in the case of a credit, the filing of the Tax Return that includes such credit) or of the letter of credit, whichever is later. 2) If the Non-Filing Group has a loss or other Tax attribute for any Post-Distribution Period that is to be carried back to any Pre-Distribution Period, thenthe Non-Filing Group Parent shall notify the Filing Group Parent that such item should be carried back. Such notification shall include a description in reasonable detail of the grounds for the refund and the amount thereof, upon the request and a certification by an appropriate officer of the Non-Filing PartyGroup Parent setting forth the Non-Filing Group’s belief, based on a thorough examination of the facts and Tax law relating to the Tax treatment of such item, that (A) the Tax treatment of such item is supported by “substantial authority” within the meaning of Section 6662 of the Code (and the Treasury Regulations thereunder) or, where applicable, any analogous provision of state, local or foreign law and (B) the transaction has economic substance for purposes of Section 7701 of the Code and any analogous provision of state, local or foreign law. The Filing PartyGroup Parent, at the Non-Filing PartyGroup Parent’s expense, shall file (or shall cause cooperate with the appropriate member Non-Filing Group in connection with the filing and processing of its any Non-Filing Group to file) a claim for refund arising from such carryback and will pay shall provide the Non-Filing Group Parent with copies of all correspondence related thereto. 3) If the Filing Group Parent pays any amount to the Non-Filing Party the actual Tax Benefit from the carryback within thirty days Group Parent under Section 2.02(a)(iv)(1) and, as a result of Effective Realization by any member of the Filing Party’s Group. Such Tax Benefit shall be equal to the excess of (i) the amount of Tax that would have been payable (or of the Tax refund actually receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over (ii) the amount of Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Period to a Pre-Distribution Period and both Parties Tax Attributes cannot be fully utilized, the Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried backDetermination, the Non-Filing Party shall repay Group is not entitled to all or any part of such amount, the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to Group Parent shall notify the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light Group Parent of the Final Determinationamount to be repaid to the Filing Group Parent and provide a description in reasonable detail of the manner in which such amount was calculated. In addition, the The Non-Filing Party Group Parent shall hold each member of pay such amount to the Filing Party’s Group harmless from any penalty or interest payable Parent within thirty (30) days of such notification. 4) Any payment required to be made by any member of the Filing Party’s Group as Parent pursuant to this Section 2.02(a)(iv) shall bear interest at the Prime Rate plus two percent from the date a result of any such Final Determinationrefund is received by Filing Group. Any such amount shall payment required to be paid made by the Non-Filing Party within Group Parent pursuant to this Section 2.02(a)(iv) shall bear interest at the Prime Rate plus two percent beginning thirty (30) days after the Filing Group Parent notifies the Non-Filing Group Parent of the payment by the Filing Party’s Group of any such penalty or interest. (c) For purposes of this Section 4.01, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) amount to be repaid. Such interest shall be considered paid at the Filing Party for all State Income Tax Returns for same time as the payment to which it is liable for the Tax under Section 2.01 of this Agreementrelates.

Carrybacks. (a) If The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws). (i) Subject to Section 4.02(c) and (d), in the event that any member of the Non-Filing Party’s GLPI Group generates a realizes any loss, credit or other Tax Attribute during in a Post-Distribution Closing Period that can be carried of such member, such member may elect to carry back such loss, credit or other Tax Attribute to a Pre-Distribution Period, then, upon the request Closing Period or Straddle Period of the Non-Filing Party, the Filing Party, at the Non-Filing Party’s expense, Penn. Penn shall file (or shall cause cooperate with GLPI and such member in seeking from the appropriate member of its Group to file) a claim for refund arising Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at GLPI’s cost and will pay expense; provided, that Penn shall not be required to seek such Refund and GLPI and such member shall not be permitted to seek such Refund, in each case to the Non-Filing Party extent that such Refund would reasonably be expected to materially adversely impact Penn (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case without the actual Tax Benefit from the carryback within thirty days prior written consent of Effective Realization Penn, which consent shall not be unreasonably withheld or delayed. GLPI (or such member) shall be entitled to any Refund realized by any member of the Filing Party’s Group. Such Tax Benefit shall be equal to Penn Group or the excess of (i) the amount of Tax that would have been payable (or of the Tax refund actually receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of GLPI Group resulting from such carryback, over . (ii) Subject to Section 4.02(c) and (d), in the amount of Tax actually payable for such period (or event that any member of the Penn Group realizes any loss, credit or other Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Attribute in a Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Closing Period of such member, such member may elect to carry back such loss, credit or other Tax Attributes from the same Post-Distribution Period Attribute to a Pre-Distribution Closing Period or Straddle Period of such member. GLPI shall cooperate with Penn and both Parties such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Attributes canReturn) at Penn’s cost and expense; provided, that GLPI shall not be fully utilizedrequired to seek such Refund and Penn and such member shall not be permitted to seek such Refund, in each case to the extent that such Refund would reasonably be expected to materially adversely impact GLPI (including through an increase in Taxes or a loss or reduction of a Tax Attributes Attribute regardless of both Groups whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of GLPI, which consent shall not be unreasonably withheld or delayed. Penn (or such member) shall be carried back proportionately entitled to the Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable Refund realized by any member of the Filing Party’s GLPI Group as a result of any or the Penn Group resulting from such Final Determination. Any such amount shall be paid by the Non-Filing Party within thirty days of the payment by the Filing Party’s Group of any such penalty or interestcarryback. (c) For purposes Except as otherwise provided by applicable Law, if any loss, credit or other Tax Attribute of the Penn Business and the GLPI Business both would be eligible to be carried back or carried forward to the same Pre-Closing Period (had such carryback been the only carryback to such taxable period), any Refund resulting therefrom shall be allocated between Penn and GLPI proportionately based on the relative amounts of the Refunds to which the Penn Business and the GLPI Business, respectively, would have been entitled had such carryback been the only carryback to such taxable period. (d) To the extent the amount of any Refund under this Section 4.014.02 is later reduced by a Taxing Authority or a Tax Proceeding, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) such reduction shall be considered allocated to the Filing Party for all State Income Tax Returns for to which it is liable for the Tax under such Refund was allocated pursuant to this Section 2.01 of this Agreement4.02.

Carrybacks. (a) If The carryback of any loss, credit, or other Tax Attribute from any Post-Distribution Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local, or foreign Laws). (i) Subject to Section 2.06(c) and (d), in the event that any member of the Non-Filing Party’s PropCo Group generates a realizes any loss, credit, or other Tax Attribute during in a Post-Distribution Period that can be carried back to a Pre-Distribution Period, then, upon the request of the Non-Filing Party, the Filing Party, at the Non-Filing Party’s expense, shall file (or shall cause the appropriate member of its Group to file) a claim for refund arising from such carryback and will pay to the Non-Filing Party the actual Tax Benefit from the carryback within thirty days of Effective Realization by any member of the Filing Party’s Group. Such Tax Benefit shall be equal to the excess of (i) the amount of Tax that would have been payable (or of the Tax refund actually receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carrybackmember, over (ii) the amount of such member may elect to carry back such loss, credit, or other Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Period Attribute to a Pre-Distribution Period or Straddle Period of Ensign. Ensign shall cooperate with PropCo and both Parties such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Attributes canReturn) at PropCo’s cost and expense; provided, that Ensign shall not be fully utilizedrequired to seek such Refund, and PropCo and such member shall not be permitted to seek such Refund, in each case to the extent that such Refund would reasonably be expected to materially adversely impact Ensign (including through an increase in Taxes or a loss or reduction of a Tax Attributes Attribute regardless of both Groups whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of Ensign, which consent shall not be unreasonably withheld or delayed. PropCo (or such member) shall be carried back proportionately entitled to the Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable Refund realized by any member of the Filing PartyEnsign Group or the PropCo Group resulting from such carryback. (ii) Subject to Section 2.06(c) and (d), in the event that any member of the Ensign Group realizes any loss, credit or other Tax Attribute in a Post-Distribution Period of such member, such member may elect to carry back such loss, credit or other Tax Attribute to a Pre-Distribution Period or Straddle Period of such member. PropCo shall cooperate with Ensign and such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at Ensign’s Group as cost and expense; provided, that PropCo shall not be required to seek such Refund and Ensign and such member shall not be permitted to seek such Refund, in each case to the extent that such Refund would reasonably be expected to materially adversely impact PropCo (including through an increase in Taxes or a result loss or reduction of any a Tax Attribute regardless of whether or when such Final DeterminationTax Attribute otherwise would have been used), in each case without the prior written consent of PropCo, which consent shall not be unreasonably withheld or delayed. Any Ensign (or such amount member) shall be paid entitled to any Refund realized by the Non-Filing Party within thirty days any member of the payment by PropCo Group or the Filing Party’s Ensign Group of any resulting from such penalty or interestcarryback. (c) For purposes Except as otherwise provided by applicable Law, if any loss, credit or other Tax Attribute of the Ensign Business and the PropCo Business both would be eligible to be carried back or carried forward to the same Pre-Distribution Period (had such carryback been the only carryback to such taxable period), any Refund resulting therefrom shall be allocated between Ensign and PropCo proportionately based on the relative amounts of the Refunds to which the Ensign Business and the PropCo Business, respectively, would have been entitled had such carryback been the only carryback to such taxable period. (d) To the extent the amount of any Refund under this Section 4.012.06 is later reduced by a Taxing Authority or a Tax Proceeding, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) such reduction shall be considered allocated to the Filing Party for all State Income Tax Returns for to which it is liable for the Tax under such Refund was allocated pursuant to this Section 2.01 of this Agreement2.06.

Carrybacks. (a) If The carryback of any loss, credit, or other Tax Attribute from any Post-Distribution Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local, or foreign Laws). (b) Subject to Section 2.5(c), in the event that any member of the Non-Filing Party’s Bank Group generates a realizes any loss, credit, or other Tax Attribute during Item in a Post-Distribution Period that can be carried back to of such member resulting in a Pre-Distribution Periodnet loss, then, upon credit or other Tax Item for the request of the Non-Filing PartyBank Group, the Filing PartyBank Group may elect to carry back such loss, at the Non-Filing Party’s expensecredit, shall file (or shall cause the appropriate member of its Group to file) a claim for refund arising from such carryback and will pay to the Non-Filing Party the actual other Tax Benefit from the carryback within thirty days of Effective Realization by any member of the Filing Party’s Group. Such Tax Benefit shall be equal to the excess of (i) the amount of Tax that would have been payable (or of the Tax refund actually receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over (ii) the amount of Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Period Item to a Pre-Distribution Period or Straddle Period of the HEI Consolidated Group to the extent permitted by applicable Tax law. HEI shall cooperate with the Bank Group in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at ASB Hawaii’s cost and both Parties Tax Attributes canexpense; provided, that HEI shall not be fully utilizedrequired to seek such Refund, and ASB Hawaii and such member shall not be permitted to seek such Refund, in each case to the extent that such Refund would reasonably be expected to materially adversely affect HEI (including through an increase in Taxes or a loss or reduction of a Tax Attributes Attribute regardless of both Groups whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of HEI, which consent shall not be unreasonably withheld, delayed or conditioned. ASB Hawaii (or such member) shall be carried back proportionately entitled to the Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable Refund realized by any member of the Filing Party’s Utility Group as a result of any or the Bank Group resulting from such Final Determination. Any such amount shall be paid by the Non-Filing Party within thirty days of the payment by the Filing Party’s Group of any such penalty or interestcarryback. (c) For purposes To the extent the amount of any Refund under this Section 4.012.5 is later reduced by a Taxing Authority pursuant to a Final Determination, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) such reduction shall be considered allocated to the Filing Party for all State Income Tax Returns for to which it is liable for the Tax under such Refund was allocated pursuant to this Section 2.01 2.5, and an appropriate adjusting payment shall be made within thirty (30) days of this Agreementsuch Final Determination.

Carrybacks. (a1) If The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws). (2) To the extent permitted by applicable Law, GGP and Spinco shall waive the right to carryback any Tax Attribute of a member of the Non-Filing Party’s Group generates a Tax Attribute during their respective Groups arising in a Post-Distribution Period that can be carried back to a Pre-Distribution Period, then, upon the request of the Non-Filing Party, the Filing Party, at the Non-Filing Party’s expense, shall file (or shall cause the appropriate member of its Group to file) a claim for refund arising from such carryback and will pay to the Non-Filing Party the actual Tax Benefit from the carryback within thirty days of Effective Realization by any member of the Filing Party’s Group. Such Tax Benefit shall be equal to the excess of (i) the amount of Tax that would have been payable (or of the Tax refund actually receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over (ii) the amount of Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Closing Period to a Pre-Distribution Period Closing or Straddle Period; provided, however, that (i) GGP and both Parties Spinco may carryback any Tax Attributes cannot be fully utilizedAttribute if such carryback claim is reported on a Separate Return, (ii) GGP may carryback any Tax Attribute if such carryback claim is reported on a Consolidated Return of the GGP Group, and (iii) Spinco may carryback any Tax Attributes Attribute if such carryback claim is reported on a Consolidated Return of both Groups shall be carried back proportionately to the Tax Attributes each Party is seeking to utilizeSpinco Group. (b3) IfIn the event that, subsequent notwithstanding Section 5.01(b), GGP or Spinco is required to carryback Tax Attributes in order to avoid losing the benefit of such Tax Attributes, the Party responsible for filing the Tax Return on which such carryback claim is reported will cooperate with the other Party in seeking from the appropriate Taxing Authority any Refund that would be allocated to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing other Party pursuant to Section 2.02 and that reasonably would result from such carryback (or in accordance with including by filing an amended Tax Return) at the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In additionother Party’s cost and expense; provided, the Non-Filing however, that no Party shall hold be required or permitted to seek such Refund to the extent that such Refund would reasonably be expected to result in a Tax Detriment to a GGP Entity or a Spinco Entity, as the case may be, (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each member case, without the prior written consent of the Filing Party’s Group harmless from any penalty GGP or interest payable by any member of the Filing Party’s Group Spinco, as a result of any such Final Determination. Any such amount applicable, which consent shall not be paid by the Non-Filing Party within thirty days of the payment by the Filing Party’s Group of any such penalty unreasonably withheld or interestdelayed. (c) For purposes of this Section 4.01, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) shall be considered the Filing Party for all State Income Tax Returns for which it is liable for the Tax under Section 2.01 of this Agreement.