Common use of Obligations to File Tax Returns Clause in Contracts

Obligations to File Tax Returns. (a) Bentley shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that (x) includes any member of the Bentley Group or the CPEX Group and that is required to be filed on or before the Distribution Date or (y) includes any member of the Bentley Group and that is required to be filed after the Distribution Date (each, a “Bentley Filed Tax Return”); provided, however, that (1) all Bentley Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX shall promptly prepare and deliver to Bentley in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any member of the CPEX Group is included in, or any portion of the CPEX Business is reflected on, a Bentley Filed Tax Return, (3) Bentley shall provide to CPEX sufficiently in advance of the due date for the filing thereof, and CPEX shall have a reasonable opportunity to review and comment on, any such Bentley Filed Tax Return (or the relevant portion thereof) to the extent that CPEX is responsible for any portion of the Taxes reported on such Bentley Filed Tax Return, and (4) in the case of any Bentley Filed Tax Return that includes any member of the CPEX Group or the CPEX Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes shall be allocated to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date. Each member of the CPEX Group hereby irrevocably authorizes and designates Bentley as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority in respect of a Bentley Filed Tax Return. Except as otherwise provided herein, Bentley shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Bentley Filed Tax Return for which Bentley bears responsibility hereunder and to determine whether any refunds of Taxes to which the Bentley Group may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley Group. (b) CPEX shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that is required to be filed after the Distribution Date that includes any member of the CPEX Group or otherwise relates to the CPEX Business that is not a Bentley Filed Tax Return (each, a “CPEX Filed Tax Return”); provided, however, that, except as otherwise required by law, (1) all CPEX Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX shall provide to Bentley sufficiently in advance of the due date for the filing thereof, and Bentley shall have a reasonable opportunity to review and comment on, any such CPEX Filed Tax Return (or the relevant portion thereof) to the extent that Bentley is responsible for any portion of the Taxes reported on such CPEX Filed Tax Return, and (3) in the case of any CPEX Filed Tax Return that includes any member of the CPEX Group or the CPEX Business only for the portion of the relevant taxable period that begins after the Distribution Date, Taxes shall be allocated to the portion of such taxable period that begins after the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date.

Obligations to File Tax Returns. (a) Bentley The DHC Group shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that (x) includes any member of the Bentley Group filed or the CPEX Group and that is required to be filed on or before the Distribution Date or (y) includes any member of the Bentley Group and that is required to be filed after the Distribution Date that includes any member of the DHC Group (each, a “Bentley DHC Filed Tax Return”); provided. Upon DHC’s request, however, that (1) all Bentley Filed Tax Returns Spinco shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX shall promptly prepare and deliver to Bentley DHC in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any with respect to each member of the CPEX Spinco Group is or portion of the Spinco Business and Assets required to be included in, or any portion of the CPEX Business is reflected on, a Bentley DHC Filed Tax Return no later than ninety (90) days before the due date for the filing of the relevant Tax Return, (3) Bentley . DHC shall provide to CPEX sufficiently Spinco no later than thirty (30) days in advance of the due date for the filing thereof, and CPEX Spinco shall have a reasonable opportunity to review and comment on, any such Bentley DHC Filed Tax Return (or the relevant portion thereof) to the extent that CPEX Spinco is responsible for any portion of the Taxes reported on such Bentley DHC Filed Tax Return, and (4) in the case of any Bentley Filed Tax Return that includes any member of the CPEX Group or the CPEX Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes shall be allocated to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date. Each member of the CPEX Spinco Group hereby irrevocably authorizes and designates Bentley DHC as its agent, coordinator and administrator agent for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley DHC Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority Entity in respect of a Bentley DHC Filed Tax Return. Except as otherwise provided herein, Bentley DHC shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Bentley DHC Filed Tax Return for which Bentley bears responsibility hereunder and to determine whether any refunds of Taxes to which the Bentley DHC Group may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley DHC Group. For purposes of this Section 2.01, validly filed extensions of time to file tax returns should be treated as extending the date such returns are required to be filed. (b) CPEX The Spinco Group shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that is required to be filed after the Distribution Date that includes any member of the CPEX Group or otherwise relates to the CPEX Business that is not a Bentley Filed Tax Return (each, a “CPEX Filed Tax Return”); provided, however, that, except as otherwise required by law, (1) all CPEX Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX shall provide to Bentley sufficiently in advance of the due date for the filing thereof, and Bentley shall have a reasonable opportunity to review and comment on, any such CPEX Filed Tax Return (or the relevant portion thereof) to the extent that Bentley is responsible for any portion of the Taxes reported on such CPEX Filed Tax Return, and (3) in the case of any CPEX Filed Tax Return that includes any member of the CPEX Spinco Group or the CPEX Spinco Business only for the portion of the relevant taxable period and Assets that begins after the Distribution Date, Taxes shall be allocated to the portion of such taxable period that begins after the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date.is not

Obligations to File Tax Returns. (a) Bentley PPD shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that (xi) includes any member of the Bentley PPD Group or the CPEX Furiex Group and that is required to be filed for a Tax year ending on or before the Distribution Date or (yii) includes any member of the Bentley PPD Group and that is required to be filed after the Distribution Date (each, a “Bentley PPD Filed Tax Return”); provided, however, that (1A) all Bentley PPD Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2B) CPEX Furiex shall promptly prepare and deliver to Bentley PPD in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any member of the CPEX Furiex Group is included in, or any portion of the CPEX Compound Business is reflected on, a Bentley PPD Filed Tax Return, (3C) Bentley PPD shall provide to CPEX Furiex sufficiently in advance of the due date for the filing thereof, and CPEX Furiex shall have a reasonable opportunity to review and comment on, any such Bentley PPD Filed Tax Return (or the relevant portion thereof) to the extent that CPEX Furiex is responsible for any portion of the Taxes reported on such Bentley PPD Filed Tax Return, and (4D) in the case of any Bentley PPD Filed Tax Return that includes any member of the CPEX Furiex Group or the CPEX Compound Business for only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes shall be allocated to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution DateEffective Time. Each member of the CPEX Furiex Group hereby irrevocably authorizes and designates Bentley PPD as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley PPD Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority in respect of a Bentley PPD Filed Tax Return. Except as otherwise provided herein, Bentley PPD shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Bentley PPD Filed Tax Return for which Bentley PPD bears responsibility hereunder and to determine whether any refunds of Taxes to which the Bentley PPD Group may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley PPD Group. (b) CPEX Furiex shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that (i) is required to be filed after the Distribution Date that Date, (ii) includes any member of the CPEX Furiex Group or otherwise relates to the CPEX Compound Business that and (iii) is not a Bentley PPD Filed Tax Return (each, a “CPEX Furiex Filed Tax Return”); provided, however, that, except as otherwise required by law, (1A) all CPEX Furiex Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2B) CPEX Furiex shall provide to Bentley PPD sufficiently in advance of the due date for the filing thereof, and Bentley PPD shall have a reasonable opportunity to review and comment on, any such CPEX Furiex Filed Tax Return (or the relevant portion thereof) to the extent that Bentley PPD is responsible for any portion of the Taxes reported on such CPEX Furiex Filed Tax Return, and (3C) in the case of any CPEX Furiex Filed Tax Return that includes any member of the CPEX Furiex Group or the CPEX Compound Business for only for the portion of the relevant taxable period that begins after the Distribution Date, Taxes shall be allocated to the portion of such taxable period that begins after the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution DateEffective Time.

Obligations to File Tax Returns. (a) Bentley Myriad shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that (x) includes any member of the Bentley Myriad Group or the CPEX MPI Group and that which is required to be filed for a Tax year ending on or before the Distribution Date or (y) includes any member of the Bentley Myriad Group and that is required to be filed after the Distribution Date (each, a “Bentley Myriad Filed Tax Return”); provided, however, that (1) all Bentley Myriad Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX MPI shall promptly prepare and deliver to Bentley Myriad in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any member of the CPEX MPI Group is included in, or any portion of the CPEX MPI Business is reflected on, a Bentley Myriad Filed Tax Return, (3) Bentley Myriad shall provide to CPEX MPI sufficiently in advance of the due date for the filing thereof, and CPEX MPI shall have a reasonable opportunity to review and comment on, any such Bentley Myriad Filed Tax Return (or the relevant portion thereof) to the extent that CPEX MPI is responsible for any portion of the Taxes reported on such Bentley Myriad Filed Tax Return, and (4) in the case of any Bentley Myriad Filed Tax Return that includes any member of the CPEX MPI Group or the CPEX MPI Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes shall be allocated to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date. Each member of the CPEX MPI Group hereby irrevocably authorizes and designates Bentley Myriad as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley Myriad Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority in respect of a Bentley Myriad Filed Tax Return. Except as otherwise provided herein, Bentley Myriad shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Bentley Myriad Filed Tax Return for which Bentley Myriad bears responsibility hereunder and to determine whether any refunds of Taxes to which the Bentley Myriad Group may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley Myriad Group. (b) CPEX MPI shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that is required to be filed after the Distribution Date that includes any member of the CPEX MPI Group or otherwise relates to the CPEX MPI Business that is not a Bentley Myriad Filed Tax Return (each, a “CPEX MPI Filed Tax Return”); provided, however, that, except as otherwise required by law, (1) all CPEX MPI Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX MPI shall provide to Bentley Myriad sufficiently in advance of the due date for the filing thereof, and Bentley Myriad shall have a reasonable opportunity to review and comment on, any such CPEX MPI Filed Tax Return (or the relevant portion thereof) to the extent that Bentley Myriad is responsible for any portion of the Taxes reported on such CPEX MPI Filed Tax Return, and (3) in the case of any CPEX MPI Filed Tax Return that includes any member of the CPEX MPI Group or the CPEX MPI Business only for the portion of the relevant taxable period that begins after the Distribution Date, Taxes shall be allocated to the portion of such taxable period that begins after the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date.

Obligations to File Tax Returns. (a) Bentley LRAD shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that (x) includes any member of the Bentley Group either LRAD or the CPEX Group Parametric Sound and that which is required to be filed for a Tax year ending on or before the Distribution Date or (y) includes any member of the Bentley Group LRAD and that is required to be filed after the Distribution Date (each, a “Bentley LRAD Filed Tax Return”); provided, however, that (1) all Bentley LRAD Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX Parametric Sound shall promptly prepare and deliver to Bentley LRAD in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any member of the CPEX Group Parametric Sound is included in, or any portion of the CPEX Parametric Business is reflected on, a Bentley LRAD Filed Tax Return, (3) Bentley LRAD shall provide to CPEX Parametric Sound sufficiently in advance of the due date for the filing thereof, and CPEX Parametric Sound shall have a reasonable opportunity to review and comment on, any such Bentley LRAD Filed Tax Return (or the relevant portion thereof) to the extent that CPEX Parametric Sound is responsible for any portion of the Taxes reported on such Bentley LRAD Filed Tax Return, and (4) in the case of any Bentley LRAD Filed Tax Return that includes any member of the CPEX Group Parametric Sound or the CPEX Parametric Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes shall be allocated to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date. Each member of the CPEX Group Parametric Sound hereby irrevocably authorizes and designates Bentley LRAD as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley LRAD Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority in respect of a Bentley LRAD Filed Tax Return. Except as otherwise provided herein, Bentley LRAD shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Bentley LRAD Filed Tax Return for which Bentley LRAD bears responsibility hereunder and to determine whether any refunds of Taxes to which the Bentley Group LRAD may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley GroupLRAD. (b) CPEX Parametric Sound shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that is required to be filed after the Distribution Date that includes any member of the CPEX Group Parametric Sound or otherwise relates to the CPEX Parametric Business that is not a Bentley LRAD Filed Tax Return (each, a “CPEX “ Parametric Filed Tax ReturnReturn ”); provided, however, that, except as otherwise required by law, (1) all CPEX Parametric Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX Parametric Sound shall provide to Bentley LRAD sufficiently in advance of the due date for the filing thereof, and Bentley LRAD shall have a reasonable opportunity to review and comment on, any such CPEX Parametric Filed Tax Return (or the relevant portion thereof) to the extent that Bentley LRAD is responsible for any portion of the Taxes reported on such CPEX Parametric Filed Tax Return, and (3) in the case of any CPEX Parametric Filed Tax Return that includes any member of the CPEX Group Parametric Sound or the CPEX Parametric Business only for the portion of the relevant taxable period that begins after the Distribution Date, Taxes shall be allocated to the portion of such taxable period that begins after the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date.

Obligations to File Tax Returns. (a) Bentley The ASD Group shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return filed after the Distribution Date that (x) includes any member of the Bentley ASD Group or the CPEX Group and that is required to be filed on any assets or before the Distribution Date or (y) includes any member operations of the Bentley Group and that is required to be filed after the Distribution Date Remainco Business other than Tax Returns listed on Schedule 2.01(a) (each, a an “Bentley ASD Filed Tax Return”); provided, however, that (1x) all Bentley Filed Tax Returns WABCO shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX shall promptly prepare and deliver to Bentley ASD in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any with respect to each member of the CPEX WABCO Group is or portion of the VCS Business included in, or any portion of the CPEX Business is reflected on, a Bentley an ASD Filed Tax Return no later than ninety (90) days before the due date for the filing of the relevant Tax Return, (3y) Bentley ASD shall provide to CPEX sufficiently WABCO no later than thirty (30) days in advance of the due date for the filing thereof, and CPEX WABCO shall have a reasonable opportunity to review and comment on, any such Bentley ASD Filed Tax Return (or the relevant portion thereof) to the extent that CPEX WABCO is responsible for any portion of the Taxes reported on such Bentley ASD Filed Tax Return, and (4z) in the case of any Bentley ASD Filed Tax Return that includes any member of the CPEX WABCO Group or the CPEX VCS Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes taxable income, assets or other attributes of the VCS Business shall be allocated by ASD to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution DateDate performed by ASD. Each member of the CPEX WABCO Group hereby irrevocably authorizes and designates Bentley ASD as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley ASD Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority Entity in respect of a Bentley an ASD Filed Tax Return. Except as otherwise provided herein, Bentley ASD shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Bentley an ASD Filed Tax Return for which Bentley ASD bears responsibility hereunder and to determine whether any refunds of Taxes to which the Bentley ASD Group may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley ASD Group. For purposes of this Section, validly filed extensions of time to file tax returns should be treated as extending the date such returns are required to be filed. (b) CPEX The WABCO Group shall have the sole and exclusive responsibility for the preparation and filing of (A) each Tax Return that is required to be filed after the Distribution Date that includes any member of the CPEX WABCO Group or otherwise relates to any assets or operations of the CPEX VCS Business that is not a Bentley an ASD Filed Tax Return and (B) Tax Returns listed on Schedule 2.01(a) (each, a “CPEX WABCO Filed Tax Return”); provided, however, that, except as otherwise required by law, (1) all CPEX WABCO Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment Opinion and the private letter ruling received by ASD on July 10, 2007 (the “Ruling”) with respect to the Reorganization transactions addressed therein and the Distribution Tax Treatmentand consistent with past practices of ASD, (2) CPEX WABCO shall provide to Bentley sufficiently ASD no later than thirty (30) days in advance of the due date for the filing thereof, and Bentley ASD shall have a reasonable opportunity to review and comment on, any such CPEX WABCO Filed Tax Return (or the relevant portion thereof) to the extent that Bentley ASD is responsible for any portion of the Taxes reported on such CPEX WABCO Filed Tax Return, Return and (3) in the case of any CPEX WABCO Filed Tax Return that includes any member of the CPEX WABCO Group or the CPEX VCS Business only for the portion of the relevant taxable period that begins after the Distribution Date, Taxes taxable income, assets or other attributes of the VCS Business shall be allocated by ASD to the portion of such taxable period that begins after the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date. For purposes of this Section, validly filed extensions of time to file tax returns should be treated as extending the date such returns are required to be filed.

Obligations to File Tax Returns. (a) Bentley Verizon shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that (x) includes any member of the Bentley Group file or the CPEX Group and that is required cause to be filed on or before the Distribution Date or (y) includes any member of the Bentley Group and Tax Return that is required to be filed after the Distribution Date that includes both (eachi) one or more members of the Verizon Group and (ii) one or more members of the Spinco Group or any item of income, loss, gain, deduction or credit relating to the Spinco Business (a “Bentley Filed Tax Verizon Return”); provided. Each member of the Spinco Group hereby irrevocably authorizes and designates Verizon as its agent, howevercoordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Verizon Return and, that (1) all Bentley Filed Tax Returns except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Taxing Authority in respect of a Verizon Return. FairPoint shall be prepared on a basis that is consistent with both cause members of the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX shall Spinco Group to promptly prepare and deliver to Bentley Verizon in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for tax information packages with respect to any taxable period in which any member of the CPEX Group is included in, or any portion of the CPEX Business is reflected on, a Bentley Filed Tax Verizon Return, (3) Bentley shall provide to CPEX sufficiently in advance of the due date for the filing thereof, and CPEX shall have a reasonable opportunity to review and comment on, any such Bentley Filed Tax Return (or the relevant portion thereof) to the extent that CPEX is responsible for any portion of the Taxes reported on such Bentley Filed Tax Return, and (4) in . In the case of any Bentley Filed Tax Verizon Return that includes any member of the CPEX Spinco Group or any item relating to the CPEX Spinco Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes shall be allocated to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date. Each member of the CPEX Group hereby irrevocably authorizes and designates Bentley as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority in respect of a Bentley Filed Tax Return. Except as otherwise provided herein, Bentley Verizon shall have the exclusive right to file, prosecute, compromise or settle any claim for, or for refund of, for Taxes in respect of a Bentley Filed Tax Verizon Return for which Bentley Verizon bears responsibility hereunder and to determine whether any refunds of such Taxes to which the Bentley Verizon Consolidated Group may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley Verizon Consolidated Group. (b) CPEX FairPoint shall have the sole and exclusive responsibility for the preparation and filing of each file or cause to be filed any other Tax Return that is required to be filed after the Distribution Date that includes any member by or with respect to one or more members of the CPEX Spinco Group or otherwise relates to the CPEX Business that is not a Bentley Filed Tax Return (each, a “CPEX Filed Tax Spinco Return”); provided, however, that, except as otherwise required by law, (1) all CPEX Filed Tax . All Spinco Returns shall be prepared (i) on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax TreatmentOpinion, the Merger Tax Opinions and the IRS Ruling and (2ii) CPEX shall provide to Bentley sufficiently in advance a manner consistent with Verizon’s determination of the due date for adjusted Tax basis of any asset and the filing thereof, and Bentley shall have a reasonable opportunity to review and comment on, amount of any such CPEX Filed Tax Return (Attribute or any similar item held by the relevant portion thereof) to Spinco Group at the extent that Bentley is responsible for any portion time of the Taxes reported on such CPEX Filed Tax Return, and (3) in Distribution. In the case of any CPEX Filed Tax Spinco Return that includes any member of the CPEX Spinco Group or any item relating to the CPEX Spinco Business only for the portion of the relevant taxable period that begins after the Distribution Date, Taxes shall be allocated to the portion of such taxable period that begins after the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date.

Obligations to File Tax Returns. (a) Bentley LRAD shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that (x) includes any member of the Bentley Group either LRAD or the CPEX Group Parametric Sound and that which is required to be filed for a Tax year ending on or before the Distribution Date or (y) includes any member of the Bentley Group LRAD and that is required to be filed after the Distribution Date (each, a “Bentley LRAD Filed Tax Return”); provided, however, that (1) all Bentley LRAD Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX Parametric Sound shall promptly prepare and deliver to Bentley LRAD in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any member of the CPEX Group Parametric Sound is included in, or any portion of the CPEX Parametric Business is reflected on, a Bentley LRAD Filed Tax Return, (3) Bentley LRAD shall provide to CPEX Parametric Sound sufficiently in advance of the due date for the filing thereof, and CPEX Parametric Sound shall have a reasonable opportunity to review and comment on, any such Bentley LRAD Filed Tax Return (or the relevant portion thereof) to the extent that CPEX Parametric Sound is responsible for any portion of the Taxes reported on such Bentley LRAD Filed Tax Return, and (4) in the case of any Bentley LRAD Filed Tax Return that includes any member of the CPEX Group Parametric Sound or the CPEX Parametric Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes shall be allocated to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date. Each member of the CPEX Group Parametric Sound hereby irrevocably authorizes and designates Bentley LRAD as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley LRAD Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority in respect of a Bentley LRAD Filed Tax Return. Except as otherwise provided herein, Bentley LRAD shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Bentley LRAD Filed Tax Return for which Bentley LRAD bears responsibility hereunder and to determine whether any refunds of Taxes to which the Bentley Group LRAD may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley GroupLRAD. (b) CPEX Parametric Sound shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that is required to be filed after the Distribution Date that includes any member of the CPEX Group Parametric Sound or otherwise relates to the CPEX Parametric Business that is not a Bentley LRAD Filed Tax Return (each, a “CPEX Parametric Filed Tax Return”); provided, however, that, except as otherwise required by law, (1) all CPEX Parametric Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX Parametric Sound shall provide to Bentley LRAD sufficiently in advance of the due date for the filing thereof, and Bentley LRAD shall have a reasonable opportunity to review and comment on, any such CPEX Parametric Filed Tax Return (or the relevant portion thereof) to the extent that Bentley LRAD is responsible for any portion of the Taxes reported on such CPEX Parametric Filed Tax Return, and (3) in the case of any CPEX Parametric Filed Tax Return that includes any member of the CPEX Group Parametric Sound or the CPEX Parametric Business only for the portion of the relevant taxable period that begins after the Distribution Date, Taxes shall be allocated to the portion of such taxable period that begins after the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date.

Obligations to File Tax Returns. (a) Bentley The ASD Group shall have the sole and exclusive responsibility for the preparation and filing of (A) each Tax Return filed after the Distribution Date that (x) includes any member of the Bentley ASD Group or the CPEX Group and that is required to be filed on any assets or before the Distribution Date or (y) includes any member operations of the Bentley Group Remainco Business other than Tax Returns listed on Schedule 2.01(a) and that is required to be filed after the Distribution Date (B) Tax Returns listed on Schedule 2.01(b) (each, a an “Bentley ASD Filed Tax Return”); provided, however, that (1x) all Bentley Filed Tax Returns WABCO shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX shall promptly prepare and deliver to Bentley ASD in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any with respect to each member of the CPEX WABCO Group is or portion of the VCS Business included in, or any portion of the CPEX Business is reflected on, a Bentley an ASD Filed Tax Return no later than ninety (90) days before the due date for the filing of the relevant Tax Return, (3y) Bentley ASD shall provide to CPEX sufficiently WABCO no later than thirty (30) days in advance of the due date for the filing thereof, and CPEX WABCO shall have a reasonable opportunity to review and comment on, any such Bentley ASD Filed Tax Return (or the relevant portion thereof) to the extent that CPEX WABCO is responsible for any portion of the Taxes reported on such Bentley ASD Filed Tax Return, and (4z) in the case of any Bentley ASD Filed Tax Return that includes any member of the CPEX WABCO Group or the CPEX VCS Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes taxable income, assets or other attributes of the VCS Business shall be allocated by ASD to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution DateDate performed by ASD. Each member of the CPEX WABCO Group hereby irrevocably authorizes and designates Bentley ASD as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley ASD Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority Entity in respect of a Bentley an ASD Filed Tax Return. Except as otherwise provided herein, Bentley ASD shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Bentley an ASD Filed Tax Return for which Bentley ASD bears responsibility hereunder and to determine whether any refunds of Taxes to which the Bentley ASD Group may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley ASD Group. For purposes of this Section, validly filed extensions of time to file tax returns should be treated as extending the date such returns are required to be filed. (b) CPEX The WABCO Group shall have the sole and exclusive responsibility for the preparation and filing of (A) each Tax Return that is required to be filed after the Distribution Date that includes any member of the CPEX WABCO Group or otherwise relates to any assets or operations of the CPEX VCS Business that is not a Bentley an ASD Filed Tax Return other than Tax Returns listed on Schedule 2.01(b) and (B) Tax Returns listed on Schedule 2.01(a) (each, a “CPEX WABCO Filed Tax Return”); provided, however, that, except as otherwise required by law, (1) all CPEX WABCO Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment Opinion and the private letter ruling received by ASD on [ ], 2007 (the “Ruling”) with respect to the Reorganization transactions addressed therein and the Distribution Tax Treatmentand consistent with past practices of ASD, (2) CPEX WABCO shall provide to Bentley sufficiently ASD no later than thirty (30) days in advance of the due date for the filing thereof, and Bentley ASD shall have a reasonable opportunity to review and comment on, any such CPEX WABCO Filed Tax Return (or the relevant portion thereof) to the extent that Bentley ASD is responsible for any portion of the Taxes reported on such CPEX WABCO Filed Tax Return, Return and (3) in the case of any CPEX WABCO Filed Tax Return that includes any member of the CPEX WABCO Group or the CPEX VCS Business only for the portion of the relevant taxable period that begins after the Distribution Date, Taxes taxable income, assets or other attributes of the VCS Business shall be allocated by ASD to the portion of such taxable period that begins after the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date. For purposes of this Section, validly filed extensions of time to file tax returns should be treated as extending the date such returns are required to be filed.

Obligations to File Tax Returns. (a) Bentley Verizon shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that (x1) includes any member of the Bentley Verizon Group or the CPEX Spinco Group and that is required to be filed before or on or before the Distribution Date or (y2) includes any member of the Bentley Verizon Group and that is required to be filed after the Distribution Date (each, a “Bentley Verizon Filed Tax Return”); provided, however, that (1x) all Bentley Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX Spinco shall promptly prepare and deliver to Bentley Verizon in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any member of the CPEX Spinco Group is included in, or any portion of the CPEX Spinco Business is reflected on, a Bentley Verizon Filed Tax Return, (3y) Bentley Verizon shall provide to CPEX Spinco sufficiently in advance of the due date for the filing thereof, and CPEX Spinco shall have a reasonable opportunity to review and comment on, any such Bentley Verizon Filed Tax Return (or the relevant portion thereof) to the extent that CPEX Spinco is responsible for any portion of the Taxes reported on such Bentley Verizon Filed Tax Return, and (4z) in the case of any Bentley Verizon Filed Tax Return that includes any member of the CPEX Spinco Group or the CPEX Spinco Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes shall be allocated to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date. Each member of the CPEX Spinco Group hereby irrevocably authorizes and designates Bentley Verizon as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley Verizon Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority in respect of a Bentley Verizon Filed Tax Return. Except as otherwise provided herein, Bentley Verizon shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Bentley Verizon Filed Tax Return for which Bentley Verizon bears responsibility hereunder and to determine whether any refunds of Taxes to which the Bentley Verizon Group may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley Verizon Group. (b) CPEX Spinco shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that is required to be filed after the Distribution Date that includes any member of the CPEX Spinco Group or otherwise relates to the CPEX Spinco Business that is not a Bentley Verizon Filed Tax Return (each, a “CPEX Spinco Filed Tax Return”); provided, however, that, except as otherwise required by law, (1) all CPEX Spinco Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment Opinion and the private letter ruling with respect to, among other things, the Contribution, the Distribution Tax Treatmentand the Debt Exchange received by Verizon on September 25, 2006 (the “Ruling”) and consistent with past practices of Verizon, (2) CPEX Spinco shall provide to Bentley Verizon sufficiently in advance of the due date for the filing thereof, and Bentley Verizon shall have a reasonable opportunity to review and comment on, any such CPEX Spinco Filed Tax Return (or the relevant portion thereof) to the extent that Bentley (x) Verizon is responsible for any portion of the Taxes reported on such CPEX Spinco Filed Tax Return, Return or (y) such Spinco Filed Tax Return is a Tax Return of Sales East and (3) in the case of any CPEX Spinco Filed Tax Return that includes any member of the CPEX Spinco Group or the CPEX Spinco Business only for the portion of the relevant taxable period that begins after the Distribution Date, Taxes shall be allocated to the portion of such taxable period that begins after the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date.

Obligations to File Tax Returns. (a) Bentley Verizon shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that (x1) includes any member of the Bentley Verizon Group or the CPEX Spinco Group and that is required to be filed before or on or before the Distribution Date or (y2) includes any member of the Bentley Verizon Group and that is required to be filed after the Distribution Date (each, a “Bentley Verizon Filed Tax Return”); provided, however, that (1x) all Bentley Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX Spinco shall promptly prepare and deliver to Bentley Verizon in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any member of the CPEX Spinco Group is included in, or any portion of the CPEX Spinco Business is reflected on, a Bentley Verizon Filed Tax Return, (3y) Bentley Verizon shall provide to CPEX Spinco sufficiently in advance of the due date for the filing thereof, and CPEX Spinco shall have a reasonable opportunity to review and comment on, any such Bentley Verizon Filed Tax Return (or the relevant portion thereof) to the extent that CPEX Spinco is responsible for any portion of the Taxes reported on such Bentley Verizon Filed Tax Return, and (4z) in the case of any Bentley Verizon Filed Tax Return that includes any member of the CPEX Spinco Group or the CPEX Spinco Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes shall be allocated to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date. Each member of the CPEX Spinco Group hereby irrevocably authorizes and designates Bentley Verizon as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley Verizon Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority in respect of a Bentley Verizon Filed Tax Return. Except as otherwise provided herein, Bentley Verizon shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Bentley Verizon Filed Tax Return for which Bentley Verizon bears responsibility hereunder and to determine whether any refunds of Taxes to which the Bentley Verizon Group may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley Verizon Group. (b) CPEX Spinco shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that is required to be filed after the Distribution Date that includes any member of the CPEX Spinco Group or otherwise relates to the CPEX Spinco Business that is not a Bentley Verizon Filed Tax Return (each, a “CPEX Spinco Filed Tax Return”); provided, however, that, except as otherwise required by law, (1) all CPEX Spinco Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment Opinion and the private letter ruling with respect to, among other things, the Contribution, the Distribution Tax Treatmentand the Debt Exchange received by Verizon on September 25, 2006 (the “Ruling”) and consistent with past practices of Verizon, (2) CPEX Spinco shall provide to Bentley Verizon sufficiently in advance of the due date for the filing thereof, and Bentley Verizon shall have a reasonable opportunity to review and comment on, any such CPEX Spinco Filed Tax Return (or the relevant portion thereof) to the extent that Bentley Verizon is responsible for any portion of the Taxes reported on such CPEX Spinco Filed Tax Return, Return and (3) in the case of any CPEX Spinco Filed Tax Return that includes any member of the CPEX Spinco Group or the CPEX Spinco Business only for the portion of the relevant taxable period that begins after the Distribution Date, Taxes shall be allocated to the portion of such taxable period that begins after the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date.