Common use of Ordering of and Payment for Carrybacks Clause in Contracts

Ordering of and Payment for Carrybacks. (i) In the event that a member of the Packaging Group, on the one hand, and a member of the Tenneco Group, on the other hand, are each entitled to carryback a Tax Item to a Pre-Distribution Period, the respective Tax Items shall be utilized under the rules of applicable Tax Law (which shall be, in the case of Carrybacks to such Tax Periods of the affiliated group of which Tenneco is the common parent, the rules contained in Treasury Regulation Section 1.1502-21T). (ii) Any Tax refund or other Tax Benefit resulting from the Carryback of any member of one Group (the "Carryback Group") of any Tax Item arising after the Distribution Date to a Pre-Distribution Period shall be for the account of the Carryback Group (and in the event the Packaging Group is the Carryback Group, Tenneco shall promptly pay to Packaging Company the amount of such Tax refund or other Tax Benefit); provided, however, that if at the time of the utilization of the Carryback Items of a member of the Carryback Group, a member of the other Group (the "Other Group") possesses Carryback Tax Items which, but for the ordering rule set forth in Section 4.07(c)(i), would have been available to be utilized (the "Available Other Group Carryback") in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback) the Carryback Group shall not be entitled to payment of the amount of such Tax refund or Tax Benefit until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return. (iii) In the event the Carryback of Tax Items of a member of the Packaging Group, or the Tenneco Group, as the case may be, does not result in a Tax refund, due to an offsetting Tax adjustment to a member of the Other Group, then the Other Group shall promptly pay the amount of any decrease in Tax liability resulting from the Carryback claim, provided, however, that in the event the Other Group possesses Carryback Items which, but for the ordering rules of Section 4.07(c)(i) would have been available to be utilized in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback), the Other Group shall not be required to pay the amount of such decrease in Tax liability to the Carryback Group until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return.

Ordering of and Payment for Carrybacks. (i) In the event that a member of the Packaging ICN Group other than a member of the Ribapharm Group, on the one hand, and a member of the Tenneco Ribapharm Group, on the other hand, are each entitled to carryback a Tax Item to a Pre-Distribution Period, the respective Tax Items shall be utilized used under the rules of applicable Tax Law (which shall be, in the case of Carrybacks to such Tax Periods of the affiliated group of which Tenneco ICN is the common parent, the rules contained in Treasury Regulation Section 1.1502-21T). (ii) Any Tax refund or other Tax Benefit resulting from the Carryback of any member of one Group (the "Carryback Group") of any Tax Item arising after the Distribution Date to a Pre-Distribution Period shall be for the account of the Carryback Group (and in the event the Packaging Ribapharm Group is the Carryback Group, Tenneco then upon receipt of the Tax refund or other Tax Benefit, ICN shall promptly pay to Packaging Company Ribapharm the amount of such Tax refund or other Tax Benefit); provided, however, that if at the time of the utilization use of the Carryback Items of a member of the Carryback Group, a member of the other Group (the "Other Group") possesses Carryback Tax Items which, but for the ordering rule set forth in Section 4.07(c)(i)(i) above, would have been available to be utilized used (the "Available Other Group Carryback") in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback) the Carryback Group shall not be entitled to payment of the amount of such Tax refund or Tax Benefit until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize use the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return. (iii) In the event the Carryback of Tax Items of a member of the Packaging ICN Group other than a member of the Ribapharm Group, or a member of the Tenneco Ribapharm Group, as the case may be, does not result in a Tax refund, due to an offsetting Tax adjustment to a member of the Other Group, then the Other Group shall promptly pay the amount of any decrease in Tax liability resulting from the Carryback claim, provided, however, that in the event the Other Group possesses Carryback Items which, but for the ordering rules of Section 4.07(c)(iset forth in (i) above would have been available to be utilized used in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback), the Other Group shall not be required to pay the amount of such decrease in Tax liability to the Carryback Group until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return.

Ordering of and Payment for Carrybacks. (i) In the event that a member of the Packaging Cabot Group, on the one hand, and a member of the Tenneco CMC Group, on the other hand, are each entitled to carryback a Tax Item to a Pre-Distribution Period, the respective Tax Items shall be utilized used under the rules of applicable Tax Law (which shall be, in the case of Carrybacks to such Tax Periods of the affiliated group of which Tenneco Cabot is the common parent, the rules contained in Treasury Regulation Section 1.1502-21T). (ii) Any Tax refund or other Tax Benefit resulting from the Carryback of any member of one Group (the "Carryback Group") of any Tax Item arising after the Distribution Date to a Pre-Distribution Period shall be for the account of the Carryback Group (and in the event the Packaging CMC Group is the Carryback Group, Tenneco then upon receipt of the Tax refund or other Tax Benefit Cabot shall promptly pay to Packaging Company CMC the amount of such Tax refund or other Tax Benefit); provided, however, that if at the time of the utilization use of the Carryback Items of a member of the Carryback Group, a member of the other Group (the "Other Group") possesses Carryback Tax Items which, but for the ordering rule set forth in Section 4.07(c)(i)(i) above, would have been available to be utilized used (the "Available Other Group Carryback") in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback) the Carryback Group shall not be entitled to payment of the amount of such Tax refund or Tax Benefit until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return.but (iii) In the event the Carryback of Tax Items of a member of the Packaging Cabot Group, or the Tenneco CMC Group, as the case may be, does not result in a Tax refund, due to an offsetting Tax adjustment to a member of the Other Group, then the Other Group shall promptly pay the amount of any decrease in Tax liability resulting from the Carryback claim, provided, however, that in the event the Other Group possesses Carryback Items which, but for the ordering rules of Section 4.07(c)(iset forth in (i) above would have been available to be utilized used in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback), the Other Group shall not be required to pay the amount of such decrease in Tax liability to the Carryback Group until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return.

Ordering of and Payment for Carrybacks. (i) In the event that a member of the Packaging SPX Separate Group, on the one hand, and a member of the Tenneco INRANGE Group, on the other hand, are each entitled to carryback a Tax Item to a Pre-Distribution Deconsolidation Period, the respective Tax Items shall be utilized used under the rules of applicable Tax Law (which shall be, in the case of Carrybacks to such Tax Periods of the affiliated group of which Tenneco SPX is the common parent, the rules contained in Treasury Regulation Section 1.1502-21T). (ii) Any Income Tax refund or other Tax Benefit resulting from the Carryback of any member of one the SPX Group or the INRANGE Group, as the case may be (the "Carryback GroupCARRYBACK GROUP") ), of any Tax Item arising after the Distribution Deconsolidation Date to a Pre-Distribution Deconsolidation Period shall be for the account of the Carryback Group (and in the event the Packaging INRANGE Group is the Carryback Group, Tenneco then upon receipt of the Income Tax refund or other Tax Benefit SPX shall promptly pay to Packaging Company INRANGE the amount of such Income Tax refund or other Tax Benefit); provided, however, that if at the time of the utilization use of the Carryback Tax Items of a member of the Carryback Group, a member of the other SPX Group or the INRANGE Group, as the case may be (the "Other GroupOTHER GROUP") possesses Carryback Tax Items which, but for the ordering rule set forth in Section 4.07(c)(i)(i) above, would have been available to be utilized used (the "Available Other Group CarrybackOTHER GROUP CARRYBACK") in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback) the Carryback Group shall not be entitled to payment of the amount of such Tax refund or Tax Benefit until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return.Carryback (iii) In the event the Carryback of Tax Items of a member of the Packaging Group, SPX Group or the Tenneco INRANGE Group, as the case may be, does not result in a an Income Tax refund, due to an offsetting Income Tax adjustment to a member of the Other Group, then the Other Group shall promptly pay the amount of any decrease in Income Tax liability resulting from the Carryback claim, provided, however, that in the event the Other Group possesses Carryback Tax Items which, but for the ordering rules of Section 4.07(c)(iset forth in (i) above would have been available to be utilized used in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback), the Other Group shall not be required to pay the amount of such decrease in Income Tax liability to the Carryback Group until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return.

Ordering of and Payment for Carrybacks. (i) In the event that a member of the Packaging Group, on the one hand, and a member of the Tenneco Group, on the other hand, are each entitled to carryback a Tax Item to a Pre-Distribution Period, the respective Tax Items shall be utilized under the rules of applicable Tax Law (which shall be, in the case of Carrybacks to such Tax Periods of the affiliated group of which Tenneco is the common parent, the rules contained in Treasury Regulation Section 1.1502-21T). (ii) Any Tax refund or other Tax Benefit resulting from the Carryback of any member of one Group (the "Carryback Group") of any Tax Item arising after the Distribution Date to a Pre-Distribution Period shall be for the account of the Carryback Group (and in the event the Packaging Group is the Carryback Group, Tenneco shall promptly pay to Packaging Company the amount of such Tax refund or other Tax Benefit); provided, however, that if at the time of the utilization of the Carryback Items of a member of the Carryback Group, a member of the other Group (the "Other Group") possesses Carryback Tax Items which, but for the ordering rule set forth in Section 4.07(c)(i), would have been available to be utilized (the "Available Other Group Carryback") in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback) the Carryback Group shall not be entitled to payment of the amount of such Tax refund or Tax Benefit until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return. (iii) In the event the Carryback of Tax Items of a member of the Packaging Group, or the Tenneco Group, as the case may be, does not result in a Tax refund, due to an offsetting Tax adjustment to a member of the Other Group, then the Other Group shall promptly pay the amount of any decrease in Tax liability resulting from the Carryback claim, provided, TENNECO DISTRIBUTION AGREEMENT 116 however, that in the event the Other Group possesses Carryback Items which, but for the ordering rules of Section 4.07(c)(i) would have been available to be utilized in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback), the Other Group shall not be required to pay the amount of such decrease in Tax liability to the Carryback Group until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return.

Ordering of and Payment for Carrybacks. (i) In the event that a member of the Packaging NDC Group, on the one hand, and a member of the Tenneco Newco Group, on the other hand, are each entitled to carryback a Tax Item to a Pre-Distribution Period, the respective Tax Items shall be utilized used under the rules of applicable Tax Law (which shall be, in the case of Carrybacks to such Tax Periods of the affiliated group Affiliated Group of which Tenneco NDC is the common parent, the rules contained in Treasury Regulation Section 1.1502-21T). (ii) Any Tax refund or other Tax Benefit resulting from the Carryback of any member of one Group (the "Carryback Group") of any Tax Item arising after the Distribution Date to a Pre-Distribution Period shall be for the account of the Carryback Group (and in the event the Packaging Newco Group is the Carryback Group, Tenneco then upon receipt of the Tax refund or other Tax Benefit NDC shall promptly pay to Packaging Company Newco the amount of such Tax refund or other Tax Benefit); provided, however, that if at the time of the utilization use of the Carryback Items of a member of the Carryback Group, a member of the other Group (the "Other Group") possesses Carryback Tax Items which, but for the ordering rule set forth in Section 4.07(c)(i)(i) above, would have been available to be utilized used (the "Available Other Group Carryback") in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback) the Carryback Group shall not be entitled to payment of the amount of such Tax refund or Tax Benefit until the earlier of (Xx) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Yy) the date on which a member of the Carryback Group would have been able to utilize use the Carryback had it not been claimed with respect to the Pre-Pre- Distribution Period Tax Return. (iii) In the event the Carryback of Tax Items of a member of the Packaging NDC Group, or the Tenneco Newco Group, as the case may be, does not result in a Tax refund, due to an offsetting Tax adjustment to a member of the Other Group, then the Other Group shall promptly pay the amount of any decrease in Tax liability resulting from the Carryback claim, ; provided, however, that in the event the Other Group possesses Carryback Items Item which, but for the ordering rules of Section 4.07(c)(iset forth in (i) above would have been available to be utilized used in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback), the Other other Group shall not be required to pay the amount of such decrease in Tax liability to the Carryback Group until the earlier of (Xx) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Yy) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Pre- Distribution Period Tax Return.

Ordering of and Payment for Carrybacks. (i) In the event that a member of the Packaging Group, on the one hand, and a member of the Tenneco Group, on the other hand, are each entitled to carryback a Tax Item to a Pre-Distribution TENNECO DISTRIBUTION AGREEMENT Period, the respective Tax Items shall be utilized under the rules of applicable Tax Law (which shall be, in the case of Carrybacks to such Tax Periods of the affiliated group of which Tenneco is the common parent, the rules contained in Treasury Regulation Section 1.1502-21T). (ii) Any Tax refund or other Tax Benefit resulting from the Carryback of any member of one Group (the "Carryback Group") of any Tax Item arising after the Distribution Date to a Pre-Distribution Period shall be for the account of the Carryback Group (and in the event the Packaging Group is the Carryback Group, Tenneco shall promptly pay to Packaging Company the amount of such Tax refund or other Tax Benefit); provided, however, that if at the time of the utilization of the Carryback Items of a member of the Carryback Group, a member of the other Group (the "Other Group") possesses Carryback Tax Items which, but for the ordering rule set forth in Section 4.07(c)(i), would have been available to be utilized (the "Available Other Group Carryback") in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback) the Carryback Group shall not be entitled to payment of the amount of such Tax refund or Tax Benefit until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return. (iii) In the event the Carryback of Tax Items of a member of the Packaging Group, or the Tenneco Group, as the case may be, does not result in a Tax refund, due to an offsetting Tax adjustment to a member of the Other Group, then the Other Group shall promptly pay the amount of any decrease in Tax liability resulting from the Carryback claim, provided, however, that in the event the Other Group possesses Carryback Items which, but for the ordering rules of Section 4.07(c)(i) would have been available to be utilized in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback), the Other Group shall not be required to pay the amount of such decrease in Tax liability to the Carryback Group until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return.

Ordering of and Payment for Carrybacks. (i) In the event that a member of the Packaging ICN Group other than a member of the RIBAPHARM Group, on the one hand, and a member of the Tenneco RIBAPHARM Group, on the other hand, are each entitled to carryback a Tax Item to a Pre-Distribution Period, the respective Tax Items shall be utilized used under the rules of applicable Tax Law (which shall be, in the case of Carrybacks to such Tax Periods of the affiliated group of which Tenneco ICN is the common parent, the rules contained in Treasury Regulation Section 1.1502-21T). (ii) Any Tax refund or other Tax Benefit resulting from the Carryback of any member of one Group (the "Carryback Group") of any Tax Item arising after the Distribution Date to a Pre-Distribution Period shall be for the account of the Carryback Group (and in the event the Packaging RIBAPHARM Group is the Carryback Group, Tenneco then upon receipt of the Tax refund or other Tax Benefit, ICN shall promptly pay to Packaging Company RIBAPHARM the amount of such Tax refund or other Tax Benefit); provided, however, that if at the time of the utilization use of the Carryback Items of a member of the Carryback Group, a member of the other Group (the "Other Group") possesses Carryback Tax Items which, but for the ordering rule set forth in Section 4.07(c)(i)(i) above, would have been available to be utilized used (the "Available Other Group Carryback") in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback) the Carryback Group shall not be entitled to payment of the amount of such Tax refund or Tax Benefit until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize use the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return. (iii) In the event the Carryback of Tax Items of a member of the Packaging ICN Group other than a member of the RIBAPHARM Group, or a member of the Tenneco RIBAPHARM Group, as the case may be, does not result in a Tax refund, due to an offsetting Tax adjustment to a member of the Other Group, then the Other Group shall promptly pay the amount of any decrease in Tax liability resulting from the Carryback claim, provided, however, that in the event the Other Group possesses Carryback Items which, but for the ordering rules of Section 4.07(c)(iset forth in (i) above would have been available to be utilized used in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback), the Other Group shall not be required to pay the amount of such decrease in Tax liability to the Carryback Group until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return.

Ordering of and Payment for Carrybacks. (i) In the event that a member of the Packaging SPX Separate Group, on the one hand, and a member of the Tenneco INRANGE Group, on the other hand, are each entitled to carryback a Tax Item to a Pre-Distribution Deconsolidation Period, the respective Tax Items shall be utilized used under the rules of applicable Tax Law (which shall be, in the case of Carrybacks to such Tax Periods of the affiliated group of which Tenneco SPX is the common parent, the rules contained in Treasury Regulation Section 1.1502-21T). (ii) Any Income Tax refund or other Tax Benefit resulting from the Carryback of any member of one the SPX Group or the INRANGE Group, as the case may be (the "Carryback GroupCARRYBACK GROUP") ), of any Tax Item arising after the Distribution Deconsolidation Date to a Pre-Distribution Deconsolidation Period shall be for the account of the Carryback Group (and in the event the Packaging INRANGE Group is the Carryback Group, Tenneco then upon receipt of the Income Tax refund or other Tax Benefit SPX shall promptly pay to Packaging Company INRANGE the amount of such Income Tax refund or other Tax Benefit); provided, however, that if at the time of the utilization use of the Carryback Tax Items of a member of the Carryback Group, a member of the other SPX Group or the INRANGE Group, as the case may be (the "Other GroupOTHER GROUP") possesses Carryback Tax Items which, but for the ordering rule set forth in Section 4.07(c)(i)(i) above, would have been available to be utilized used (the "Available Other Group CarrybackOTHER GROUP CARRYBACK") in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback) the Carryback Group shall not be entitled to payment of the amount of such Income Tax refund or Tax Benefit until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return. (iii) In the event the Carryback of Tax Items of a member of the Packaging Group, SPX Group or the Tenneco INRANGE Group, as the case may be, does not result in a an Income Tax refund, due to an offsetting Income Tax adjustment to a member of the Other Group, then the Other Group shall promptly pay the amount of any decrease in Income Tax liability resulting from the Carryback claim, provided, however, that in the event the Other Group possesses Carryback Tax Items which, but for the ordering rules of Section 4.07(c)(iset forth in (i) above would have been available to be utilized used in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback), the Other Group shall not be required to pay the amount of such decrease in Income Tax liability to the Carryback Group until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return.

Ordering of and Payment for Carrybacks. (i) In the event that a member of the Packaging NDC Group, on the one hand, and a member of the Tenneco Newco Group, on the other hand, are each entitled to carryback a Tax Item to a Pre-Distribution Period, the respective Tax Items shall be utilized used under the rules of applicable Tax Law (which shall be, in the case of Carrybacks to such Tax Periods of the affiliated group Affiliated Group of which Tenneco NDC is the common parent, the rules contained in Treasury Regulation Section 1.1502-21T). (ii) Any Tax refund or other Tax Benefit resulting from the Carryback of any member of one Group (the "Carryback Group") of any Tax Item arising after the Distribution Date to a Pre-Distribution Period shall be for the account of the Carryback Group (and in the event the Packaging Newco Group is the Carryback Group, Tenneco then upon receipt of the Tax refund or other Tax Benefit NDC shall promptly pay to Packaging Company Newco the amount of such Tax refund or other Tax Benefit); provided, however, that if at the time of the utilization use of the Carryback Items of a member of the Carryback Group, a member of the other Group (the "Other Group") possesses Carryback Tax Items which, but for the ordering rule set forth in Section 4.07(c)(i)(i) above, would have been available to be utilized used (the "Available Other Group Carryback") in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback) the Carryback Group shall not be entitled to payment of the amount of such Tax refund or Tax Benefit until the earlier of (Xx) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Yy) the date on which a member of the Carryback Group would have been able to utilize use the Carryback had it not been claimed with respect to the Pre-Pre- Distribution Period Tax Return. (iii) In the event the Carryback of Tax Items of a member of the Packaging NDC Group, or the Tenneco Newco Group, as the case may be, does not result in a Tax refund, due to an offsetting Tax adjustment to a member of the Other Group, then the Other Group shall promptly pay the amount of any decrease in Tax liability resulting from the Carryback claim, ; provided, however, that in the event the Other Group possesses Carryback Items Item which, but for the ordering rules of Section 4.07(c)(iset forth in (i) above would have been available to be utilized used in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback), the Other other Group shall not be required to pay the amount of such decrease in Tax liability to the Carryback Group until the earlier of (Xx) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Yy) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return.

Ordering of and Payment for Carrybacks. (i) In the event that a member of the Packaging ICN Group other than a member of the RIBAPHARM Group, on the one hand, and a member of the Tenneco RIBAPHARM Group, on the other hand, are each entitled to carryback a Tax Item to a Pre-Distribution Period, the respective Tax Items shall be utilized used under the rules of applicable Tax Law (which shall be, in the case of Carrybacks to such Tax Periods of the affiliated group of which Tenneco ICN is the common parent, the rules contained in Treasury Regulation Section 1.1502-21T). (ii) Any Tax refund or other Tax Benefit resulting from the Carryback of any member of one Group (the "Carryback Group") of any Tax Item arising after the Distribution Date to a Pre-Distribution Period shall be for the account of the Carryback Group ICN Tax Sharing Agreement (and in the event the Packaging RIBAPHARM Group is the Carryback Group, Tenneco then upon receipt of the Tax refund or other Tax Benefit, ICN shall promptly pay to Packaging Company RIBAPHARM the amount of such Tax refund or other Tax Benefit); provided, however, that if at the time of the utilization use of the Carryback Items of a member of the Carryback Group, a member of the other Group (the "Other Group") possesses Carryback Tax Items which, but for the ordering rule set forth in Section 4.07(c)(i)(i) above, would have been available to be utilized used (the "Available Other Group Carryback") in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback) the Carryback Group shall not be entitled to payment of the amount of such Tax refund or Tax Benefit until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize use the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return. (iii) In the event the Carryback of Tax Items of a member of the Packaging ICN Group other than a member of the RIBAPHARM Group, or a member of the Tenneco RIBAPHARM Group, as the case may be, does not result in a Tax refund, due to an offsetting Tax adjustment to a member of the Other Group, then the Other Group shall promptly pay the amount of any decrease in Tax liability resulting from the Carryback claim, provided, however, that in the event the Other Group possesses Carryback Items which, but for the ordering rules of Section 4.07(c)(iset forth in (i) above would have been available to be utilized used in lieu of the Carryback Group's Tax Items, then (but only to the extent of the Available Other Group Carryback), the Other Group shall not be required to pay the amount of such decrease in Tax liability to the Carryback Group until the earlier of (X) the date on which a member of the Other Group claims the Available Other Group Carryback on a Tax Return or (Y) the date on which a member of the Carryback Group would have been able to utilize the Carryback had it not been claimed with respect to the Pre-Distribution Period Tax Return.