Common use of Procedures Regarding Opinions and Rulings Clause in Contracts

Procedures Regarding Opinions and Rulings. (a) If SpinCo notifies HII that it desires to take a restricted action described in Section 4.03(a) and HII requires Satisfactory Guidance as a condition to consenting to such restricted action pursuant to Section 4.04(b), HII shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII shall not be required to take any action pursuant to this Section 4.05(a) if, upon request, SpinCo fails to certify that all information and representations relating to SpinCo or any member of the SpinCo Group in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and shall reimburse HII for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from HII therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such Ruling.

Procedures Regarding Opinions and Rulings. (a) If SpinCo Adient notifies HII Xxxxxxx Controls that it desires to take a restricted action one of the actions described in Section 4.03(a6.01(d) (a “Notified Action”) during the Restricted Period, Xxxxxxx Controls and HII requires Satisfactory Guidance as a condition Adient shall reasonably cooperate to consenting attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 6.01(d), unless Xxxxxxx Controls shall have waived the requirement to obtain such restricted action Ruling or Unqualified Tax Opinion. (b) Unless Xxxxxxx Controls shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion, at the reasonable request of Adient pursuant to Section 4.04(b6.01(d), HII Xxxxxxx Controls shall cooperate with Adient and use commercially reasonable efforts to expeditiously seek to obtain, as expeditiously as possible, a Ruling or assist SpinCo in obtainingan Unqualified Tax Opinion for the purpose of permitting Adient or Old Xxxxxxx Controls Internal Controlled, such Satisfactory Guidanceas applicable, to take the Notified Action. Notwithstanding the foregoing, HII in no event shall not Xxxxxxx Controls be required to take file or cooperate in connection with the filing of any action pursuant to request for a Ruling under this Section 4.05(a6.03(b) ifunless Adient represents that (A) it has reviewed such request for a Ruling, upon requestand (B) all statements, SpinCo fails to certify that all information and representations relating to SpinCo or any member of the SpinCo Adient Group contained in the relevant documents such request for a Ruling are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Adient shall reimburse HII Xxxxxxx Controls for all reasonable costs and expenses, including out-of-pocket costs expenses and expenses relating to the utilization of Xxxxxxx Controls personnel, incurred by HII or any Subsidiary of HII the Xxxxxxx Controls Group in obtaining Satisfactory Guidance a Ruling or Unqualified Tax Opinion requested by Adient within 10 business days ten (10) Business Days after receiving an invoice from HII Xxxxxxx Controls therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Xxxxxxx Controls shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Xxxxxxx Controls determines to obtain a Ruling or an Unqualified Tax Opinion, Adient shall (and shall cause each Affiliate of Adient to) cooperate with Xxxxxxx Controls and take any and all actions reasonably requested by Xxxxxxx Controls in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or other applicable Tax Authority, or Tax Advisor; provided that Adient shall not be required to make (or cause any Affiliate of Adient to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Xxxxxxx Controls shall reimburse Adient for all reasonable costs and expenses, including out-of-pocket expenses and expenses relating to the utilization of Adient personnel, incurred by the Adient Group in connection with such cooperation requested by Xxxxxxx Controls within ten (10) Business Days after receiving an invoice from Adient therefor. (d) Xxxxxxx Controls shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Ruling, and neither SpinCo nor any of its Affiliates only Xxxxxxx Controls shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Ruling. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreementobtaining a Ruling, HII (A) Xxxxxxx Controls shall (i) keep SpinCo Adient informed in a timely manner of all material actions taken or proposed to be taken by HII, Xxxxxxx Controls in connection therewith; (iiB) Xxxxxxx Controls shall (1) reasonably in advance of the submission of any request for a Ruling request provide SpinCo Adient with a draft copy thereof, (2) reasonably consider SpinCoAdient’s comments on such draftdraft copy, and (3) provide SpinCo Adient with a final copy, ; and (iiiC) Xxxxxxx Controls shall provide SpinCo Adient with notice reasonably in advance of, and permit SpinCo Adient shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing applicable Tax Authority (subject to the approval of the IRS or other relevant Taxing applicable Tax Authority, as applicable) that relate to such Ruling. Neither Adient nor any Adient Affiliate directly or indirectly controlled by Adient shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning any of the Separation Transactions (including the impact of any transaction on any of the Separation Transactions).

Procedures Regarding Opinions and Rulings. (a) If SpinCo Brighthouse notifies HII MetLife that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a4.02(c) (a “Notified Action”), MetLife and HII requires Satisfactory Guidance as a condition Brighthouse shall reasonably cooperate to consenting attempt to obtain the Ruling or Post-Distribution Tax Opinion referred to in Section 4.02(c), unless MetLife shall have waived the requirement to obtain such restricted action Ruling or Post-Distribution Tax Opinion. (b) MetLife agrees that at the reasonable request of Brighthouse pursuant to Section 4.04(b4.02(c), HII MetLife shall cooperate with Brighthouse and use commercially its reasonable best efforts to expeditiously obtain, seek to obtain or assist SpinCo in obtaining, such Satisfactory Guidanceas expeditiously as possible, a Ruling from the IRS or other applicable Tax Authority or a Post-Distribution Tax Opinion for the purpose of permitting Brighthouse to take the Notified Action. Notwithstanding the foregoingFurther, HII in no event shall not MetLife be required to take file any action pursuant to Ruling Request under this Section 4.05(a4.04(b) ifunless Brighthouse represents that (i) it has read the Ruling Request, upon request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Brighthouse Group, contained in the relevant Ruling Request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Brighthouse shall reimburse HII MetLife for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the MetLife Group in obtaining Satisfactory Guidance a Ruling or Post-Distribution Tax Opinion requested by Brighthouse within 10 ten business days after receiving an invoice from HII MetLife therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII MetLife shall have the right to obtain a Ruling or a Post-Distribution Tax Opinion at any time in its sole and absolute discretion, unless such Ruling or Post-Distribution Tax Opinion would violate MetLife’s covenants under Section 4.03. If MetLife determines to obtain a Ruling or a Post-Distribution Tax Opinion, Brighthouse shall (and shall cause each Affiliate of Brighthouse to) cooperate with MetLife and take any and all actions reasonably requested by MetLife in connection with obtaining the Ruling or Post-Distribution Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor); provided that Brighthouse shall not be required to make (or cause any Affiliate of Brighthouse to make) any representation that is untrue, provide any covenant as to future matters or events over which it has no control or that is materially more restrictive in scope than the covenants made by Brighthouse in this Agreement with respect to the subject matter covered by such covenants, or provide any material or information it reasonably considers confidential unless reasonably acceptable confidentiality provisions are agreed to between the Parties. Subject to Section 4.04(b), MetLife and Brighthouse shall each bear its own costs and expenses in obtaining a Ruling or a Post-Distribution Tax Opinion. (d) Brighthouse hereby agrees that MetLife shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Ruling, and neither SpinCo nor any of its Affiliates that only MetLife shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Ruling. In connection with any obtaining a Ruling relating pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this AgreementSection 4.04(b), HII shall (i) MetLife shall keep SpinCo Brighthouse informed in a timely manner of all material actions taken or proposed to be taken by HII, MetLife in connection therewith; (ii) MetLife shall (A) reasonably in advance of the submission of any Ruling request Request documents provide SpinCo Brighthouse with a draft copy thereof, (B) reasonably consider SpinCoBrighthouse’s comments on such draftdraft copy, and (C) provide SpinCo Brighthouse with a final copy, ; and (iii) MetLife shall provide SpinCo Brighthouse with notice reasonably in advance of, and permit SpinCo Brighthouse shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling. Neither Brighthouse nor any Affiliates of Brighthouse shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the tax consequences of the Transactions.

Procedures Regarding Opinions and Rulings. (a) If SpinCo Spinco notifies HII GGP that it desires to take a restricted action one of the actions potentially described in Section 4.03(a) and HII requires Satisfactory Guidance as 7.01 (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII GGP shall cooperate with Spinco and use commercially its reasonable best efforts to expeditiously seek to obtain, as expeditiously as possible, a Supplemental Ruling or assist SpinCo in obtainingan Unqualified Tax Opinion for the purpose of permitting Spinco to take the Notified Action unless GGP shall have waived the requirement to obtain such ruling or opinion. If such a ruling is to be sought, GGP shall apply for such Satisfactory Guidanceruling and GGP and Spinco shall jointly control the process of obtaining such ruling. Notwithstanding the foregoing, HII In no event shall not GGP be required to take file any action pursuant to this Section 4.05(asuch request unless Spinco represents that (i) if, upon it has read such request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Spinco Group, contained in the relevant such request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Spinco shall reimburse HII GGP for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the GGP Group in obtaining Satisfactory Guidance a Supplemental Ruling or Unqualified Tax Opinion requested by Spinco within 10 business ten (10) days after receiving an invoice from HII GGP therefor. (b) Notwithstanding anything herein GGP shall have the right to obtain a Supplemental Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If GGP determines to obtain such ruling or opinion, Spinco shall (and shall cause each Spinco Entity to) cooperate with GGP and take any and all actions reasonably requested by GGP in connection with obtaining such ruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the contrary, SpinCo IRS or the law firm issuing such opinion); provided that Spinco shall not seek be required to make (or cause a Ruling (whether Spinco Entity to make) any representation or not relating covenant that is inconsistent with historical facts or as to the Transactions) if HII determines that there is a reasonable possibility that future matters or events over which it has no control. In connection with obtaining such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII ruling, GGP shall apply for such ruling and shall have sole and exclusive control over the process of obtaining any such ruling. GGP shall reimburse Spinco for all reasonable costs and expenses incurred by the Spinco Group in obtaining a Supplemental Ruling relating to the Transactions or Unqualified Tax Opinion requested by GGP. (c) Except as provided in Sections 7.02(a) and neither SpinCo nor any of its Affiliates (b), no Spinco Entity shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Tax Authority (subject to whether written, verbal or otherwise) at any time concerning the approval Restructuring or Distribution (including the impact of any transaction on the IRS Restructuring or other relevant Taxing Authority, as applicable) that relate to such RulingDistribution).

Procedures Regarding Opinions and Rulings. (a) If SpinCo Red Lion notifies HII Navy that it desires to take a restricted action one of the actions described in Section 4.03(a6.02(b) and HII requires Satisfactory Guidance as (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII Navy shall cooperate with Red Lion and use commercially its reasonable best efforts to expeditiously obtainseek to obtain a ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting Red Lion to take the Notified Action unless Navy shall have waived the requirement to obtain such ruling or opinion. If such a ruling is to be sought, or assist SpinCo in obtaining, Navy shall apply for such Satisfactory Guidanceruling and Navy and Red Lion shall jointly control the process of obtaining such ruling. Notwithstanding the foregoing, HII In no event shall not Navy be required to take file any action pursuant to ruling request under this Section 4.05(a6.03(a) if, upon unless Red Lion represents that (i) it has read such ruling request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Red Lion Group, contained in the relevant such ruling request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Red Lion shall reimburse HII Navy for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Navy Group in obtaining Satisfactory Guidance a ruling or Unqualified Tax Opinion requested by Red Lion within 10 business ten (10) days after receiving an invoice from HII Navy therefor. (b) Notwithstanding anything herein Navy shall have the right to obtain a ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Navy determines to obtain such ruling or opinion, Red Lion shall (and shall cause each Red Lion Entity to) cooperate with Navy and take any and all actions reasonably requested by Navy in connection with obtaining such ruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the contraryIRS or the law firm issuing such opinion); provided, SpinCo that Red Lion shall not seek be required to make (or cause a Ruling (whether Red Lion Entity to make) any representation or not relating covenant that is untrue or inconsistent with historical facts, or as to the Transactions) if HII determines that there is a reasonable possibility that future matters or events over which it has no control. In connection with obtaining such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII ruling, Navy shall apply for such ruling and shall have sole and exclusive control over the process of obtaining any Ruling relating such ruling. Navy shall reimburse Red Lion for all reasonable costs and expenses incurred by the Red Lion Group in cooperating with Navy’s efforts to obtain a ruling or Unqualified Tax Opinion within ten (10) days after receiving an invoice from Red Lion therefor. (c) Except as provided in Sections 6.03(a) and (b), following the Transactions and Effective Time, neither SpinCo Red Lion nor any of its Affiliates Red Lion Entity or Affiliate shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Authority (subject to whether written, verbal or otherwise) at any time concerning the approval Restructuring (including the impact of any transaction on the IRS or other relevant Taxing Authority, as applicable) that relate to such RulingRestructuring).

Procedures Regarding Opinions and Rulings. (a) If SpinCo Spinco notifies HII SEACOR that it desires to take a restricted action one of the actions described in Section 4.03(a3.02(b) and HII requires Satisfactory Guidance as (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII SEACOR shall cooperate with Spinco and use commercially its reasonable best efforts to expeditiously seek to obtain, as expeditiously as possible, a supplemental ruling from the IRS or assist SpinCo in obtainingan Unqualified Tax Opinion for the purpose of permitting Spinco to take the Notified Action unless SEACOR shall have waived the requirement to obtain such ruling or opinion. If such a ruling is to be sought, SEACOR shall apply for such Satisfactory Guidanceruling and SEACOR and Spinco shall jointly control the process of obtaining such ruling. Notwithstanding the foregoing, HII In no event shall not SEACOR be required to take file any action pursuant to ruling request under this Section 4.05(a3.03(a) if, upon unless Spinco represents that (i) it has read such ruling request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Spinco Group contained in the relevant such ruling request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Spinco shall reimburse HII SEACOR for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the SEACOR Group in obtaining Satisfactory Guidance a ruling or Unqualified Tax Opinion requested by Spinco within 10 business ten (10) days after receiving an invoice from HII SEACOR therefor. (b) Notwithstanding anything herein SEACOR shall have the right to obtain a supplemental ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If SEACOR determines to obtain such ruling or opinion, Spinco shall (and shall cause each Spinco Entity to) cooperate with SEACOR and take any and all actions reasonably requested by SEACOR in connection with obtaining such ruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the contrary, SpinCo IRS or the law firm issuing such opinion); provided that Spinco shall not seek be required to make (or cause a Ruling (whether Spinco Entity to make) any representation or not relating covenant that is inconsistent with historical facts or as to the Transactions) if HII determines that there is a reasonable possibility that future matters or events over which it has no control. In connection with obtaining such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII ruling, SEACOR shall apply for such ruling and shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions such ruling. SEACOR and Spinco shall each bear its own costs and expenses in obtaining a ruling or Unqualified Tax Opinion requested by SEACOR. (c) Except as provided in Sections 3.03(a) and (b), neither SpinCo Spinco nor any of its Affiliates Spinco Affiliate shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Authority (subject to whether written, verbal or otherwise) at any time concerning the approval Recapitalization or Distribution (including the impact of any transaction on the IRS Recapitalization or other relevant Taxing Authority, as applicable) that relate to such RulingDistribution).

Procedures Regarding Opinions and Rulings. (a) If SpinCo Post notifies HII Ralcorp that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a7.02(c) (a “Notified Action”), Ralcorp and HII requires Satisfactory Guidance as a condition Post shall reasonably cooperate to consenting attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.02(c), unless Ralcorp shall have waived the requirement to obtain such restricted action Ruling or Unqualified Tax Opinion. (b) Ralcorp agrees that at the reasonable request of Post pursuant to Section 4.04(b7.02(c), HII Ralcorp shall cooperate with Post and use its commercially reasonable efforts to expeditiously seek to obtain, as expeditiously as possible, a Ruling from the IRS or assist SpinCo an Unqualified Tax Opinion for the purpose of permitting Post to take the Notified Action. Further, in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII no event shall not Ralcorp be required to take file any action pursuant to Ruling Request under this Section 4.05(a7.04(b) ifunless Post represents that (i) it has reviewed the Ruling Request, upon request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Post Group, contained in the relevant Ruling Request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Post shall reimburse HII Ralcorp for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Ralcorp Group in obtaining Satisfactory Guidance a Ruling or Unqualified Tax Opinion requested by Post within 10 business days ten (10) Business Days after receiving an invoice from HII Ralcorp therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Ralcorp shall have the right to obtain a Ruling or a Tax opinion with respect to the Transactions (including an Unqualified Tax Opinion) at any time in its sole and absolute discretion. If Ralcorp determines to obtain such a Ruling or an Unqualified Tax Opinion, Post shall (and shall cause each Affiliate of Post to) cooperate with Ralcorp and take any and all actions reasonably requested by Ralcorp in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that Post shall not be required to make (or cause any Affiliate of Post to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Ralcorp and Post shall each bear its own costs and expenses in obtaining a Ruling or an Unqualified Tax Opinion requested by Ralcorp. (d) Post hereby agrees that Ralcorp shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Ruling, and neither SpinCo nor any of its Affiliates that only Ralcorp shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Ruling. In connection with any obtaining a Ruling relating pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this AgreementSection 7.04(b), HII shall (i) Ralcorp shall keep SpinCo Post informed in a timely manner of all material actions taken or proposed to be taken by HII, Ralcorp in connection therewith; (ii) Ralcorp shall (A) reasonably in advance of the submission of any Ruling request Request documents provide SpinCo Post with a draft copy thereof, (B) reasonably consider SpinCo’s Post’ comments on such draftdraft copy, and (C) provide SpinCo Post with a final copy, ; and (iii) Ralcorp shall provide SpinCo Post with notice reasonably in advance of, and permit SpinCo Post shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling. Neither Post nor any Post Affiliate directly or indirectly controlled by Post shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Transactions (including the impact of any transaction on the Transactions).

Procedures Regarding Opinions and Rulings. (ai) If SpinCo Valvoline notifies HII Ashland Global that it desires to take a restricted action described in Section 4.03(a5.04(a) and HII requires seeks Satisfactory Guidance as a condition to consenting to such restricted action pursuant to for purposes of Section 4.04(b5.04(c), HII Ashland Global, at the request of Valvoline, shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo Valvoline in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII Ashland Global shall not be required to take any action pursuant to this Section 4.05(a5.04(d) if, upon request, SpinCo Valvoline fails to certify that all information and representations relating to SpinCo Valvoline or any member of the SpinCo Group its Affiliates in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Valvoline shall reimburse HII Ashland Global for all reasonable out-of-pocket costs and expenses incurred by HII Ashland Global or any Subsidiary of HII its Affiliates in obtaining Satisfactory Guidance within 10 business days Business Days after receiving an invoice from HII Ashland Global therefor. (bii) Ashland Global shall have the right to obtain a Ruling, any other guidance from any Taxing Authority or an opinion of a Tax Advisor relating to the Transactions at any time in Ashland Global’s sole discretion. Valvoline, at the request of Ashland Global, shall use commercially reasonable efforts to expeditiously obtain, or assist Ashland Global in obtaining, any such Ruling, other guidance or opinion; provided, however, that Valvoline shall not be required to make any representation or covenant that it does not reasonably believe is (and will continue to be) true and accurate. Ashland Global shall reimburse Valvoline for all reasonable out-of-pocket costs and expenses incurred by Valvoline or any of its Affiliates in obtaining any such Ruling, other guidance or opinion requested by Ashland Global within 10 Business Days after receiving an invoice from Valvoline therefor. (iii) Ashland Global shall have exclusive control over the process of obtaining any Ruling or other guidance from any Taxing Authority concerning the Transactions, and Valvoline shall not independently seek any Ruling or other guidance concerning the Transactions at any time. In connection with any Ruling requested by Valvoline pursuant to Section 5.04(d) or that can reasonably be expected to affect Valvoline’s liabilities under this Agreement, Ashland Global shall (A) keep Valvoline informed of all material actions taken or proposed to be taken by Ashland Global, (B) reasonably in advance of the submission of any ruling request provide Valvoline with a draft thereof, consider Valvoline’s comments on such draft and provide Valvoline with a final copy thereof and (C) provide Valvoline with notice reasonably in advance of, and (subject to the approval of the IRS or other applicable Taxing Authority) permit Valvoline to attend, any formally scheduled meetings with the IRS or other applicable Taxing Authority that relate to such Ruling. (iv) Notwithstanding anything herein to the contrary, SpinCo Valvoline shall not seek a Ruling ruling with respect to a taxable period (or portion thereof) that ends on or before the date of the Distribution (whether or not relating to the Transactions) if HII Ashland Global determines that there is a reasonable possibility that such action could have a significant adverse impact on HII Ashland Global or any Subsidiary of HII. (c) HII shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such RulingAffiliates.

Procedures Regarding Opinions and Rulings. (a) If SpinCo notifies HII Parent that it desires to take a restricted action one of the actions described in clauses (i) through (vii) of Section 4.03(a7.2(c) (a “Notified Action”), Parent and HII requires Satisfactory Guidance as a condition SpinCo shall reasonably cooperate to consenting attempt to obtain the Ruling or Post-Distribution Tax Opinion referred to in Section 7.2(c), unless Parent shall have waived the requirement to obtain such restricted action Ruling or Post-Distribution Tax Opinion. SpinCo shall reimburse Parent for all reasonable costs and expenses incurred by the Parent Group in obtaining any such Ruling or Post-Distribution Tax Opinion within 10 Business Days after receiving an invoice from Parent therefor. (b) Parent agrees that at the reasonable request of SpinCo pursuant to Section 4.04(b7.2(c), HII Parent shall cooperate with SpinCo and use commercially its reasonable efforts to expeditiously obtain, seek to obtain or assist SpinCo in obtaining, such Satisfactory Guidanceas expeditiously as reasonably practicable, a Ruling from the IRS or other applicable Tax Authority or a Post-Distribution Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Notwithstanding the foregoingFurther, HII in no event shall not Parent be required to take file any action pursuant to Ruling Request under this Section 4.05(a7.4(b) ifunless SpinCo represents that (i) it has read the Ruling Request, upon request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Group, contained in the relevant Ruling Request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and shall reimburse HII Parent for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Parent Group in obtaining Satisfactory Guidance a Ruling or Post-Distribution Tax Opinion requested by SpinCo within 10 business days Business Days after receiving an invoice from HII Parent therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Parent shall have the right to obtain a Ruling or a Post-Distribution Tax Opinion at any time in its sole and absolute discretion. If Parent determines to obtain a Ruling or a Post-Distribution Tax Opinion, SpinCo shall (and shall cause each Affiliate of SpinCo to) cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining the Ruling or Post-Distribution Tax Opinion (including by making any representation or covenant or providing any materials or information requested by the IRS or a Tax Advisor); provided that SpinCo shall not be required to make (or cause any Affiliate of SpinCo to make) any representation that is untrue or to provide (or cause any Affiliate of SpinCo to provide) any covenant as to future matters or events over which it has no control. Parent and SpinCo shall each bear its own costs and expenses in obtaining a Ruling or a Post-Distribution Tax Opinion requested by Parent. (d) SpinCo hereby agrees that Parent shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions described in Section 7.2, and neither SpinCo nor any of its Affiliates that only Parent shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Ruling. In connection with any obtaining a Ruling relating pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this AgreementSection 7.4(b), HII shall (i) Parent shall keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by HII, Parent in connection therewith; (ii) Parent shall (A) reasonably in advance of the submission of any Ruling request Request documents provide SpinCo with a draft copy thereof, (B) reasonably consider SpinCo’s comments on such draft, draft copy and (C) provide SpinCo with a final copy, ; and (iii) Parent shall provide SpinCo with notice reasonably in advance of, and permit SpinCo shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling. Neither SpinCo nor any Affiliates of SpinCo shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the tax consequences of the Transactions.

Procedures Regarding Opinions and Rulings. (a) If SpinCo notifies HII that it desires to take a restricted action described in Section 4.03(a) and HII requires Satisfactory Guidance as a condition to consenting to such restricted action pursuant Subject to Section 4.04(b4.02(d), HII if Dealer may take certain actions conditioned upon the receipt of Satisfactory Guidance, ADP, at the request of Dealer, shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo Dealer in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII ADP shall not be required to take any action pursuant to this Section 4.05(a4.03(a) ifif Dealer fails to certify, upon request, SpinCo fails to certify that all information and representations relating to SpinCo or any member of the SpinCo Dealer Group in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Dealer shall reimburse HII ADP for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the ADP Group in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from HII thereforGuidance. (b) Notwithstanding anything herein ADP shall have the right to the contrary, SpinCo shall not seek obtain a Ruling from the IRS (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HIIother Taxing Authority) or an Unqualified Tax Opinion at any time in its sole discretion. ADP shall reimburse Dealer for all reasonable out-of-pocket costs and expenses incurred by the Dealer Group in obtaining such a Ruling or Unqualified Tax Opinion. (c) HII ADP shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo Dealer nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s Dealer liabilities under this Agreement, HII ADP shall (i) keep SpinCo Dealer informed of all material actions taken or proposed to be taken by HIIADP, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo Dealer with a draft thereof, consider SpinCoDealer’s comments on such draft, and provide SpinCo Dealer with a final copy, and (iii) provide SpinCo Dealer with notice reasonably in advance of, and permit SpinCo Dealer to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling.

Procedures Regarding Opinions and Rulings. (a) If SpinCo Time notifies HII TWX that it desires to take a restricted action described in Section 4.03(a) and HII requires seeks Satisfactory Guidance as a condition to consenting to such restricted action pursuant to for purposes of Section 4.04(b)4.04, HII TWX, at the request of Time, shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo Time in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII TWX shall not be required to take any action pursuant to this Section 4.05(a) if, upon request, SpinCo Time fails to certify that all information and representations relating to SpinCo Time or any member Subsidiary of the SpinCo Group Time in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Time shall reimburse HII TWX for all reasonable out-of-pocket costs and expenses incurred by HII TWX or any Subsidiary of HII TWX in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from HII TWX therefor. (b) TWX shall have the right to obtain a Ruling, any other guidance from any Taxing Authority or an opinion of Tax counsel or an accounting firm relating to the Transactions at any time in TWX’s sole discretion. Time, at the request of TWX, shall use commercially reasonable efforts to expeditiously obtain, or assist TWX in obtaining, any such Ruling, other guidance or opinion; provided, however, that Time shall not be required to make any representation or covenant that it does not reasonably believe is (and will continue to be) true, accurate and consistent with historical facts. TWX shall reimburse Time for all reasonable out-of-pocket costs and expenses incurred by Time or any Subsidiary of Time in obtaining a Ruling, other guidance or opinion requested by TWX within 10 business days after receiving an invoice from Time therefor. (c) TWX shall have exclusive control over the process of obtaining any Ruling or other guidance from any Taxing Authority concerning the Transactions, and Time shall not independently seek any Ruling or other guidance concerning the Transactions at any time. In connection with any Ruling requested by Time pursuant to Section 4.05(a) or that can reasonably be expected to affect Time’s liabilities under this Agreement, TWX shall (i) keep Time informed of all material actions taken or proposed to be taken by TWX, (ii) reasonably in advance of the submission of any ruling request provide Time with a draft thereof, consider Time’s comments on such draft and provide Time with a final copy thereof and (iii) provide Time with notice reasonably in advance of, and (subject to the approval of the IRS) permit Time to attend, any formally scheduled meetings with the IRS that relate to such Ruling. (d) Notwithstanding anything herein to the contrary, SpinCo Time shall not seek a Ruling ruling with respect to a Pre-Distribution Tax Period (whether or not relating to the Transactions) if HII TWX determines that there is a reasonable possibility that such action could have a significant adverse impact on HII TWX or any Subsidiary of HIITWX. (c) HII shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such Ruling.

Procedures Regarding Opinions and Rulings. (a) If SpinCo Vistana notifies HII Starwood that it desires to take a restricted action one of the actions described in Section 4.03(a6.02(b) and HII requires Satisfactory Guidance as (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII Starwood shall cooperate with Vistana and use commercially its reasonable best efforts to expeditiously obtainseek to obtain a ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting Vistana to take the Notified Action unless Starwood shall have waived the requirement to obtain such ruling or opinion. If such a ruling is to be sought, or assist SpinCo in obtaining, Starwood shall apply for such Satisfactory Guidanceruling and Starwood and Vistana shall jointly control the process of obtaining such ruling. Notwithstanding the foregoing, HII In no event shall not Starwood be required to take file any action pursuant to ruling request under this Section 4.05(a6.03(a) if, upon unless Vistana represents that (i) it has read such ruling request, SpinCo fails (ii) agrees to certify that all representations contained in such ruling request and (iii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Vistana Group, contained in the relevant such ruling request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Vistana shall reimburse HII Starwood for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Starwood Group in obtaining Satisfactory Guidance or seeking to obtain a ruling or Unqualified Tax Opinion requested by Vistana within 10 business ten (10) days after receiving an invoice from HII Starwood therefor. (b) Notwithstanding anything herein Starwood shall have the right to obtain a ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Starwood determines to obtain such ruling or opinion, Vistana shall (and shall cause each Vistana Entity to) cooperate with Starwood and take any and all actions reasonably requested by Starwood in connection with obtaining such ruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the contraryIRS or the law firm issuing such opinion); provided, SpinCo that Vistana shall not seek be required to make (or cause a Ruling (whether Vistana Entity to make) any representation or not relating covenant that is untrue or inconsistent with historical facts, or as to the Transactions) if HII determines that there is a reasonable possibility that future matters or events over which it has no control. In connection with obtaining such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII ruling, Starwood shall apply for such ruling and shall have sole and exclusive control over the process of obtaining any Ruling relating such ruling. Starwood shall reimburse Vistana for all reasonable costs and expenses incurred by the Vistana Group in cooperating with Starwood’s efforts to obtain a ruling or Unqualified Tax Opinion within ten (10) days after receiving an invoice from Vistana therefor. (c) Except as provided in Sections 6.03(a) and (b), following the Transactions and Effective Time, neither SpinCo Vistana nor any of its Affiliates Vistana Subsidiary shall independently seek any guidance concerning the Transactions from from, initiate any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreementcommunication with, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Authority (subject to whether written, verbal or otherwise) at any time concerning the Contribution, the Distribution or the Restructuring (including the impact of any transaction on the Contribution, the Distribution or the Restructuring) without the prior approval of the IRS Starwood (such approval not to be unreasonably withheld, conditioned or other relevant Taxing Authority, as applicable) that relate to such Rulingdelayed).

Procedures Regarding Opinions and Rulings. (a) If SpinCo Spinco notifies HII SEACOR that it desires to take a restricted action one of the actions described in Section 4.03(a3.02(b) and HII requires Satisfactory Guidance as (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII SEACOR shall cooperate with Spinco and use commercially its reasonable best efforts to expeditiously seek to obtain, as expeditiously as possible, a ruling from the IRS or assist SpinCo an Unqualified Tax Opinion for the purpose of permitting Spinco to take the Notified Action unless one of the exceptions set forth in obtainingclause (ii) or (iii) of Section 3.02(c) applies. If such a ruling is to be sought, SEACOR shall apply for such Satisfactory Guidanceruling and SEACOR and Spinco shall jointly control the process of obtaining such ruling. Notwithstanding the foregoing, HII In no event shall not SEACOR be required to take file any action pursuant to ruling request under this Section 4.05(a3.03(a) if, upon unless Spinco represents that (i) it has read such ruling request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Spinco Group contained in the relevant such ruling request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Spinco shall reimburse HII SEACOR for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the SEACOR Group in obtaining Satisfactory Guidance a ruling or Unqualified Tax Opinion requested by Spinco within 10 business ten (10) days after receiving an invoice from HII SEACOR therefor. (b) Notwithstanding anything herein SEACOR shall have the right to obtain a ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If SEACOR determines to obtain such ruling or opinion, Spinco shall (and shall cause each Spinco Entity to) cooperate with SEACOR and take any and all actions reasonably requested by SEACOR in connection with obtaining such ruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the contraryIRS or the firm issuing such opinion); provided, SpinCo however, that Spinco shall not seek be required to make (or cause a Ruling (whether Spinco Entity to make) any representation or not relating covenant that is inconsistent with historical facts or as to the Transactions) if HII determines that there is a reasonable possibility that future matters or events over which it has no control. In connection with obtaining such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII ruling, SEACOR shall apply for such ruling and shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions such ruling. SEACOR and Spinco shall each bear its own costs and expenses in obtaining a ruling or Unqualified Tax Opinion requested by SEACOR. (c) Except as provided in Sections 3.03(a) and (b), neither SpinCo Spinco nor any of its Affiliates Spinco Affiliate shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Authority (subject to whether written, verbal or otherwise) at any time concerning the approval Distribution (including the impact of any transaction on the IRS or other relevant Taxing Authority, as applicable) that relate to such RulingDistribution).

Procedures Regarding Opinions and Rulings. (a) If SpinCo Spinco notifies HII IP that it desires to take a restricted action one of the actions described in Section 4.03(a6.02(b) and HII requires Satisfactory Guidance as (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII IP and Spinco shall use commercially reasonable efforts cooperate in obtaining a supplemental ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting Spinco to expeditiously obtaintake the Notified Action unless IP shall have waived in writing the requirement to obtain such supplemental ruling or Unqualified Tax Opinion. If a supplemental ruling from the IRS is to be sought, or assist SpinCo in obtaining, IP shall apply for such Satisfactory Guidanceruling and IP shall control the process of obtaining such ruling. Notwithstanding the foregoing, HII In no event shall not IP be required to take file any action pursuant to ruling request under this Section 4.05(a6.03(a) if, upon unless Spinco represents that (i) it has read such ruling request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo Spinco, its current or former shareholders or any member of the SpinCo Group Spinco Entity contained in the relevant such ruling request documents are (subject to any qualifications therein) true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that in all information and representations relating to such counterparty in the relevant documents are true, correct and completematerial respects. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Spinco shall reimburse HII IP for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII IP Entity in obtaining Satisfactory Guidance connection with any Notified Action within 10 business ten (10) days after receiving an invoice from HII IP therefor. (b) Notwithstanding anything herein IP shall have the right to the contraryobtain a supplemental ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If IP notifies Spinco that it has determined to obtain such ruling or opinion, SpinCo Spinco shall not seek a Ruling (whether and shall cause each Spinco Entity to) cooperate with IP and take any and all actions reasonably requested by IP in connection with obtaining such ruling or not relating to the Transactions) if HII determines opinion (including by making any representation that there is a reasonable possibility that such action could have a significant adverse impact on HII true or any Subsidiary of HII. (c) HII reasonable covenant or providing any materials reasonably requested by the IRS or the law firm issuing such opinion). In connection with obtaining such ruling, IP shall apply for such ruling and shall have sole and exclusive control over the process of obtaining such ruling. IP shall reimburse Spinco for all reasonable out-of-pocket costs and expenses incurred by any Ruling relating to Spinco Entity in connection with any supplemental ruling or Unqualified Tax Opinion requested by IP within ten (10) days after receiving an invoice from Spinco therefor. (c) Except as provided in Section 6.03(a) or (b), following the Transactions and neither SpinCo nor any of its Affiliates Effective Time, no Spinco Entity shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Authority (subject to whether written, verbal or otherwise) at any time concerning any Covered Transaction (including the approval impact of the IRS or other relevant Taxing Authority, as applicable) that relate to such Rulingany transaction on any Covered Transaction).

Procedures Regarding Opinions and Rulings. (a) If SpinCo notifies HII Parent that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a7.02(d) (a “Notified Action”), Parent and HII requires Satisfactory Guidance as a condition SpinCo shall reasonably cooperate to consenting attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.02(d), unless Parent shall have waived the requirement to obtain such restricted action Ruling or Unqualified Tax Opinion. (b) Rulings or Unqualified Tax Opinions at SpinCo’s Request. Parent agrees that, at the reasonable request of SpinCo pursuant to Section 4.04(b7.02(d), HII Parent shall cooperate with SpinCo and use commercially reasonable efforts to expeditiously seek to obtain, as expeditiously as possible, a Ruling from the IRS or assist an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Further, in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII no event shall not Parent be required to take file a request for any action pursuant to such Ruling under this Section 4.05(a7.04(b), unless SpinCo represents that (A) if, upon it has read such request, SpinCo fails to certify that and (B) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Group, contained in the relevant such request (or in any documents relating thereto) are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and shall reimburse HII Parent for all reasonable out-of-pocket costs and expenses incurred by HII or the Parent Group in preparing and filing any Subsidiary of HII such request and in obtaining Satisfactory Guidance a Ruling or an Unqualified Tax Opinion requested by SpinCo within 10 business days Business Days after receiving an invoice from HII Parent therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Rxxxxxx or Unqualified Tax Opinions at Parent’s Request. Parent shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Parent determines to obtain a Ruling or an Unqualified Tax Opinion, SpinCo shall (and shall cause each Affiliate of SpinCo to) cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that SpinCo shall not be required to make (or cause any Affiliate of SpinCo to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Parent and SpinCo shall each bear its own costs and expenses in obtaining a Ruling or an Unqualified Tax Opinion requested by Pxxxxx. (d) SpinCo hereby agrees that Parent shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Ruling, and neither SpinCo nor any of its Affiliates that only Parent shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Ruling. In connection with any obtaining a Ruling relating pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this AgreementSection 7.04(b), HII (A) Parent shall (i) keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by HII, Parent in connection therewith; (iiB) Parent shall (1) reasonably in advance of the submission of any Ruling documents relating to the request for such Ruling, provide SpinCo with a draft copy thereof, (2) reasonably consider SpinCo’s comments on such draftdraft copy, and (3) provide SpinCo with a final copy, ; and (iiiC) Parent shall provide SpinCo with notice reasonably in advance of, and permit SpinCo shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling. Neither SpinCo nor any SpinCo Affiliate directly or indirectly controlled by SpinCo shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Contribution or the Distribution (including the impact of any transaction on the Contribution or the Distribution) or the Transactions.

Procedures Regarding Opinions and Rulings. (a) If SpinCo notifies HII Parent that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a8.02(c) and HII requires Satisfactory Guidance as (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII Parent and SpinCo shall use commercially reasonable efforts reasonably cooperate to expeditiously obtainattempt to obtain the Unqualified Tax Opinion or supplemental ruling from the IRS referred to in Section 8.02(c), unless Parent shall have waived the requirement to obtain such Unqualified Tax Opinion or assist supplemental ruling. If such a ruling is to be sought, Parent shall apply for such ruling and Parent and SpinCo in obtaining, shall jointly control the process of obtaining such Satisfactory Guidanceruling. Notwithstanding the foregoing, HII In no event shall not Parent be required to take file any action pursuant to ruling request under this Section 4.05(a8.03(a) if, upon unless SpinCo represents that (x) it has read such ruling request, SpinCo fails to certify that and (y) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Group, contained in the relevant such ruling request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. Parent and SpinCo shall each bear all its own costs and expenses of securing any such Satisfactory Guidance and shall reimburse HII for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from HII therefora supplemental ruling requested by SpinCo. (b) Notwithstanding anything herein Unqualified Tax Opinion at SpinCo’s Request. Parent agrees that, at the reasonable request of SpinCo, Parent shall cooperate with SpinCo’s efforts to obtain, as expeditiously as possible, an Unqualified Tax Opinion for the contrary, purpose of permitting SpinCo to take the Notified Action. Parent and SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HIIeach bear its own costs and expenses in obtaining an Unqualified Tax Opinion requested by SpinCo. (c) HII Unqualified Tax Opinion at Parent’s Request. Parent shall have exclusive control over the process right to obtain a supplemental ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Parent determines to obtain a supplemental ruling or an Unqualified Tax Opinion, SpinCo shall (and shall cause each Affiliate of SpinCo to) cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining the supplemental ruling or Unqualified Tax Opinion (including, without limitation, by making any Ruling relating to representation or covenant or providing any materials or information requested by Tax Advisor or the Transactions IRS). Parent and SpinCo shall each bear its own costs and expenses in obtaining an Unqualified Tax Opinion or supplemental ruling requested by Parent. (d) Except as provided in Section 8.03(a) and (b) neither SpinCo nor any of its Affiliates SpinCo Affiliate shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Authority (subject to whether written, verbal or otherwise) at any time concerning the approval Distribution (including the impact of any transaction on the IRS or other relevant Taxing Authority, as applicable) that relate to such RulingDistribution).

Procedures Regarding Opinions and Rulings. (a) If SpinCo Spinco notifies HII Parent that it desires to take a restricted action described in Section 4.03(a4.04(a) and HII requires seeks Satisfactory Guidance as a condition to consenting to such restricted action pursuant to for purposes of Section 4.04(b)4.05, HII Parent, at the request of Spinco, shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo Spinco in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII Parent shall not be required to take any action pursuant to this Section 4.05(a4.06(a) if, upon request, SpinCo Spinco fails to certify that all information and representations relating to SpinCo Spinco or any member Subsidiary of the SpinCo Group Spinco in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Spinco shall reimburse HII Parent for all reasonable out-of-pocket costs and expenses incurred by HII Parent or any Subsidiary of HII Parent in obtaining Satisfactory Guidance within 10 business 30 days after receiving an invoice from HII Parent therefor. (b) Parent shall have the right to obtain a Ruling, any other guidance from any Tax Authority or an opinion of Tax counsel or an accounting firm relating to the Spin-Off at any time in Parent’s sole discretion. Spinco, at the request of Parent, shall use commercially reasonable efforts to expeditiously obtain, or assist Parent in obtaining, any such Ruling, other guidance or opinion; provided, however, that Spinco shall not be required to make any representation or covenant that it does not reasonably believe is (and will continue to be) true, accurate and consistent with historical facts. Parent shall reimburse Spinco for all reasonable out-of-pocket costs and expenses incurred by Spinco or any Subsidiary of Spinco in obtaining a Ruling, other guidance or opinion requested by Parent within 30 days after receiving an invoice from Spinco therefor. (c) Parent shall have exclusive control over the process of obtaining any Ruling or other guidance from any Tax Authority concerning the Spin-Off, and Spinco shall not independently seek any Ruling or other guidance concerning the Spin-Off at any time. In connection with any Ruling requested by Spinco pursuant to Section 4.06(a) or that can reasonably be expected to affect Spinco’s liabilities under this Agreement, Parent shall (i) keep Spinco informed of all material actions taken or proposed to be taken by Parent, (ii) reasonably in advance of the submission of any ruling request provide Spinco with a draft thereof, consider Spinco’s comments on such draft and provide Spinco with a final copy thereof and (iii) provide Spinco with notice reasonably in advance of, and (subject to the approval of the IRS) permit Spinco to attend, any formally scheduled meetings with the IRS that relate to such Ruling. (d) Notwithstanding anything herein to the contrary, SpinCo Spinco shall not seek a Ruling ruling with respect to a Pre-Distribution Period (whether or not relating to the TransactionsSpin-Off) if HII Parent determines that there is a reasonable possibility that such action could have a significant material adverse impact on HII Parent or any Subsidiary of HIIParent. (c) HII shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such Ruling.

Procedures Regarding Opinions and Rulings. (a) If SpinCo Delphi Technologies notifies HII Aptiv that it desires to take a restricted action one of the actions described in Section 4.03(a6.01(b) and HII requires Satisfactory Guidance as of this Agreement (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII Aptiv shall cooperate with Delphi Technologies and use its commercially reasonable efforts to expeditiously obtainseek to obtain a Ruling or Unqualified Tax Opinion for the purpose of permitting Delphi Technologies to take the Notified Action unless Aptiv shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion. If such a Ruling is to be sought, or assist SpinCo in obtaining, Aptiv shall apply for such Satisfactory Guidanceruling and Aptiv and Delphi Technologies shall jointly control the process of obtaining such Ruling. Notwithstanding the foregoing, HII In no event shall not Aptiv be required to take file any action pursuant to request for a Ruling under this Section 4.05(a6.03(a) if, upon unless Delphi Technologies represents that (i) it has read such request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Delphi Technologies Group, contained in the relevant such request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Delphi Technologies shall reimburse HII Aptiv for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Aptiv Group in obtaining Satisfactory Guidance connection with such cooperation within 10 business days thirty (30) Business Days after receiving an invoice from HII Aptiv therefor. (b) Notwithstanding anything herein Aptiv shall have the right to the contrary, SpinCo shall not seek obtain a Ruling or tax opinion at any time in its sole and absolute discretion. If Aptiv determines to obtain a Ruling or tax opinion, Delphi Technologies shall (whether and shall cause its Affiliates to) cooperate with Aptiv and take any and all actions reasonably requested by Aptiv in connection with obtaining the Ruling or not relating to tax opinion (including, without limitation, by making any reasonable representation or covenant or providing any materials or information requested by the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII IRS or any Subsidiary of HIITax Advisor. Aptiv shall reimburse Delphi Technologies for all reasonable costs and expenses incurred by the Delphi Technologies Group in connection with such cooperation within thirty (30) Business Days after receiving an invoice from Delphi Technologies therefor. (c) HII Following the Effective Time, Delphi Technologies shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo not, nor shall Delphi Technologies permit any of its Affiliates shall independently to, seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Tax Authority (subject whether written, verbal or otherwise) at any time concerning the Separation (including the impact of any transaction on the Intended Tax Treatment) without obtaining Aptiv’s prior written consent, such consent not to the approval of the IRS be unreasonably withheld, conditioned or other relevant Taxing Authority, as applicable) that relate to such Rulingdelayed.

Procedures Regarding Opinions and Rulings. (a) If SpinCo Spinco notifies HII DTE that it desires to take a restricted action described in Section 4.03(a) and HII DTE requires Satisfactory Guidance Legal Comfort as a condition to consenting to such restricted action pursuant to Section 4.04(b), HII DTE shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo Spinco in obtaining, such Satisfactory GuidanceLegal Comfort. Notwithstanding the foregoing, HII DTE shall not be required to take any action pursuant to this Section 4.05(a) if, upon request, SpinCo Spinco fails to certify that all information and representations relating to SpinCo Spinco or any member Subsidiary of the SpinCo Group Spinco in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Spinco shall reimburse HII DTE for all reasonable out-of-pocket costs and expenses incurred by HII DTE or any Subsidiary of HII DTE in obtaining Satisfactory Guidance Legal Comfort within 10 business days after receiving an invoice from HII DTE therefor. (b) Notwithstanding anything herein to the contrary, SpinCo Spinco shall not seek any Ruling with respect to a Ruling Pre-Distribution Tax Period (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII). (c) HII DTE shall have the right to obtain a Ruling, any other guidance from any Taxing Authority or an opinion of Tax counsel or an accounting firm relating to the Transactions at any time in DTE’s sole discretion. Spinco, at the request of DTE, shall use commercially reasonable efforts to expeditiously obtain, or assist DTE in obtaining, any such Ruling, other guidance or opinion; provided, however, that Spinco shall not be required to make any representation or covenant that it does not reasonably believe is (and will continue to be) true, accurate and consistent with historical facts. DTE shall reimburse Spinco for all reasonable out-of-pocket costs and expenses incurred by Spinco or any Subsidiary of Spinco in obtaining a Ruling, other guidance or opinion requested by DTE within 30 days after receiving an invoice from Spinco therefor. (d) DTE shall have exclusive control over the process of obtaining any Ruling relating to or other guidance from any Taxing Authority concerning the Transactions Transactions, and neither SpinCo nor any of its Affiliates Spinco shall not independently seek any Ruling or other guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating requested by Spinco pursuant to the Transactions Section 4.05(a) or that can reasonably be expected to affect SpinCoSpinco’s liabilities under this Agreement, HII DTE shall (i1) keep SpinCo Spinco informed of all material actions taken or proposed to be taken by HIIDTE, (ii2) reasonably in advance of the submission of any Ruling ruling request provide SpinCo Spinco with a draft thereof, consider SpinCoSpinco’s comments on such draft, draft and provide SpinCo Spinco with a final copy, copy thereof and (iii3) provide SpinCo Spinco with notice reasonably in advance of, and (subject to the approval of the IRS) permit SpinCo Spinco to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such Ruling.

Procedures Regarding Opinions and Rulings. (a) If SpinCo notifies HII that it desires to TSYS may take a restricted action described in Section 4.03(a) and HII requires certain actions conditioned upon the receipt by Synovus of Satisfactory Guidance as a condition to consenting to such restricted action pursuant to Section 4.04(b)Guidance, HII Synovus, at the request of TSYS, shall use commercially reasonable efforts to expeditiously obtainobtain expeditiously, or to assist SpinCo TSYS in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII Synovus shall not be required to take any action pursuant to this Section 4.05(a4.3(a) ifif TSYS fails to certify, upon request, SpinCo fails to certify that all information and representations relating to SpinCo or any member of the SpinCo TSYS Group in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and TSYS shall reimburse HII Synovus for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII Synovus in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from HII thereforGuidance. (b) Notwithstanding anything herein If Synovus or CB&T may take certain actions conditioned upon the receipt by TSYS of Satisfactory Guidance, TSYS, at the request of Synovus or CB&T, shall use commercially reasonable efforts to the contraryobtain expeditiously, SpinCo or to assist Synovus or CB&T in obtaining, such Satisfactory Guidance. TSYS shall not seek a Ruling (whether be required to take any action pursuant to this Section 4.3(b) if Synovus or not CB&T fails to certify, upon request, that all information and representations relating to any member of the Transactions) if HII determines that there is a Synovus Group in the relevant documents are true, correct and complete. Synovus shall reimburse TSYS for all reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HIIout-of-pocket costs and expenses incurred by TSYS in obtaining Satisfactory Guidance. (c) HII Synovus shall have exclusive control over the process of obtaining right to obtain a ruling from the IRS (or any Ruling relating to the Transactions and neither SpinCo nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any other Taxing Authority Authority) or a Supplemental Tax Opinion at any timetime in its sole discretion. In connection with any Ruling relating Synovus shall reimburse TSYS for all reasonable out-of-pocket costs and expenses incurred by the TSYS Group in obtaining such a ruling or Supplemental Tax Opinion. (d) TSYS shall have the right to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with obtain a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with ruling from the IRS (or any other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to or a Supplemental Tax Opinion at any time in its sole discretion. TSYS shall reimburse Synovus for all reasonable out-of-pocket costs and expenses incurred by the Synovus Group in obtaining such Rulinga ruling or Supplemental Tax Opinion.

Procedures Regarding Opinions and Rulings. (a) If SpinCo Wireline notifies HII NTELOS that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a7.02(c) (a “Notified Action”), NTELOS and HII requires Satisfactory Guidance as a condition Wireline shall reasonably cooperate to consenting attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.02(c), unless NTELOS shall have waived the requirement to obtain such restricted action Ruling or Unqualified Tax Opinion. (b) Rulings or Unqualified Tax Opinions at Wireline’s Request. NTELOS agrees that at the reasonable request of Wireline pursuant to Section 4.04(b7.02(c), HII NTELOS shall cooperate with Wireline and use commercially its reasonable best efforts to expeditiously seek to obtain, as expeditiously as possible, a Ruling from the IRS or assist SpinCo an Unqualified Tax Opinion for the purpose of permitting Wireline to take the Notified Action. Further, in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII no event shall not NTELOS be required to take file any action pursuant to Ruling Request under this Section 4.05(a7.04(b) ifunless Wireline represents that (A) it has read the Ruling Request, upon request, SpinCo fails to certify that and (B) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Wireline Group, contained in the relevant Ruling Request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Wireline shall reimburse HII NTELOS for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the NTELOS Group in obtaining Satisfactory Guidance a Ruling or Unqualified Tax Opinion requested by Wireline within 10 business days ten Business Days after receiving an invoice from HII NTELOS therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Rulings or Unqualified Tax Opinions at NTELOS’ Request. NTELOS shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If NTELOS determines to obtain a Ruling or an Unqualified Tax Opinion, Wireline shall (and shall cause each Affiliate of Wireline to) cooperate with NTELOS and take any and all actions reasonably requested by NTELOS in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that Wireline shall not be required to make (or cause any Affiliate of Wireline to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). NTELOS and Wireline shall each bear its own costs and expenses in obtaining a Ruling or an Unqualified Tax Opinion requested by NTELOS. (d) Wireline hereby agrees that NTELOS shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Ruling, and neither SpinCo nor any of its Affiliates that only NTELOS shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Ruling. In connection with any obtaining a Ruling relating pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this AgreementSection 7.04(b), HII (A) NTELOS shall (i) keep SpinCo Wireline informed in a timely manner of all material actions taken or proposed to be taken by HII, NTELOS in connection therewith; (iiB) NTELOS shall (1) reasonably in advance of the submission of any Ruling request Request documents provide SpinCo Wireline with a draft copy thereof, (2) reasonably consider SpinCoWireline’s comments on such draftdraft copy, and (3) provide SpinCo Wireline with a final copy, ; and (iiiC) NTELOS shall provide SpinCo Wireline with notice reasonably in advance of, and permit SpinCo Wireline shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling. Neither Wireline nor any Wireline Affiliate directly or indirectly controlled by Wireline shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Contribution or the Distribution (including the impact of any transaction on the Contribution or the Distribution) or any transaction listed on Section 7.02(a).

Procedures Regarding Opinions and Rulings. (a) If SpinCo Newco notifies HII Xxxxxxx that it desires to take a restricted action one of the actions described in Section 4.03(a6.02(b) and HII requires Satisfactory Guidance as (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII Xxxxxxx shall cooperate with Newco and use commercially its reasonable best efforts to expeditiously obtainseek to obtain a supplemental ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting Newco to take the Notified Action unless Xxxxxxx shall have waived the requirement to obtain such ruling or opinion. If such a ruling is to be sought, or assist SpinCo in obtaining, Xxxxxxx shall apply for such Satisfactory Guidanceruling and Xxxxxxx and Newco shall jointly control the process of obtaining such ruling. Notwithstanding the foregoing, HII In no event shall not Xxxxxxx be required to take file any action pursuant to ruling request under this Section 4.05(a6.03(a) if, upon unless Newco represents that (i) it has read such ruling request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Newco Group, contained in the relevant such ruling request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Newco shall reimburse HII Xxxxxxx for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Xxxxxxx Group in obtaining Satisfactory Guidance or seeking to obtain a ruling or Unqualified Tax Opinion requested by Newco within 10 business ten (10) days after receiving an invoice from HII Xxxxxxx therefor. (b) Notwithstanding anything herein Xxxxxxx shall have the right to obtain a supplemental ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Xxxxxxx determines to obtain such ruling or opinion, Newco shall (and shall cause each Newco Entity to) cooperate with Xxxxxxx and take any and all actions reasonably requested by Xxxxxxx in connection with obtaining such ruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the contraryIRS or the law firm issuing such opinion); provided, SpinCo that Newco shall not seek be required to make (or cause a Ruling (whether Newco Entity to make) any representation or not relating covenant that is untrue or inconsistent with historical facts, or as to the Transactions) if HII determines that there is a reasonable possibility that future matters or events over which it has no control. In connection with obtaining such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII ruling, Xxxxxxx shall apply for such ruling and shall have sole and exclusive control over the process of obtaining any Ruling relating such ruling. Xxxxxxx shall reimburse Newco for all reasonable costs and expenses incurred by the Newco Group in cooperating with Xxxxxxx’x efforts to obtain a supplemental ruling or Unqualified Tax Opinion within ten (10) days after receiving an invoice from Newco therefor. (c) Except as provided in Sections 6.03(a) and (b), following the Transactions and Effective Time, neither SpinCo Newco nor any of its Affiliates Newco Subsidiary shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Authority (subject to whether written, verbal or otherwise) at any time concerning the approval Restructuring or the Distribution (including the impact of any transaction on the IRS Restructuring or other relevant Taxing Authority, as applicable) that relate to such RulingDistribution).

Procedures Regarding Opinions and Rulings. (a) If SpinCo notifies HII Post that it desires to take a restricted action one of the actions described in Section 4.03(a6.02(b) and HII requires Satisfactory Guidance as (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII Post and SpinCo shall use commercially reasonable efforts to expeditiously obtain, cooperate in obtaining a ruling from the IRS or assist an Unqualified Tax Opinion for the purpose of permitting SpinCo in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII shall not be required to take the Notified Action unless Post shall have waived in writing the requirement to obtain such ruling or Unqualified Tax Opinion. If a the Parties seek a ruling from the IRS, Post shall apply for such ruling and Post shall control the process of obtaining such ruling, except to the extent Post elects to delegate control to SpinCo; in which case SpinCo shall control the process for obtaining such ruling but keep Post informed in a timely manner. In no event shall either Post or SpinCo file any action pursuant to ruling request under this Section 4.05(a6.03(a) if, upon unless the other Party represents that (i) it has read such ruling request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo such other Party, its current or former stockholders or any member of the SpinCo Group Subsidiary contained in the relevant such ruling request documents are (subject to any qualifications therein) true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that in all information and representations relating to such counterparty in the relevant documents are true, correct and completematerial respects. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and shall reimburse HII Post for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII Post Entity in obtaining Satisfactory Guidance connection with any Notified Action within 10 business fifteen (15) days after receiving an invoice from HII Post therefor. For the avoidance of doubt, the presence of any such ruling or Unqualified Tax Opinion shall not relieve SpinCo from any indemnification obligations otherwise present under this Agreement. (b) Notwithstanding anything herein Post shall have the right to the contraryobtain a supplemental ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Post notifies SpinCo that it has determined to obtain such ruling or opinion, SpinCo shall not seek a Ruling (whether and shall cause each SpinCo Entity to) cooperate with Post and take any and all actions reasonably requested by Post in connection with obtaining such ruling or not relating to the Transactions) if HII determines opinion (including by making any representation that there is a reasonable possibility that such action could have a significant adverse impact on HII true or any Subsidiary of HII. (c) HII reasonable covenant or providing any materials reasonably requested by the IRS or the law firm or accounting firm issuing such opinion). In connection with obtaining such ruling, Post shall apply for such ruling and shall have sole and exclusive control over the process of obtaining such ruling. Post shall reimburse SpinCo for all reasonable out-of-pocket costs and expenses incurred by any Ruling relating to SpinCo Entity in connection with any supplemental ruling or Unqualified Tax Opinion requested by Post within fifteen (15) days after receiving an invoice from SpinCo therefor. (c) Except as expressly provided in this Agreement, following the Transactions and neither Merger Effective Time, no SpinCo nor any of its Affiliates Entity shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Authority (subject to whether written, verbal or otherwise) at any time concerning any Covered Transaction (including the approval impact of the IRS any transaction or other relevant Taxing Authority, as applicable) that relate to such Rulingevent on any Covered Transaction).

Procedures Regarding Opinions and Rulings. (a) If SpinCo RAC Parent notifies HII HERC Parent that it desires to take one of the actions described in Section 3.02(b) (a “Notified Action”), HERC Parent shall cooperate with RAC Parent and use its reasonable best efforts to seek to obtain, as expeditiously as possible, a supplemental ruling from the IRS or an Unqualified Tax Opinion (including by making any representation or reasonable covenant or providing any materials requested by the IRS or the law firm issuing such opinion) for the purpose of permitting RAC Parent to take the Notified Action unless HERC Parent shall have waived the requirement to obtain such ruling or opinion; provided that HERC Parent shall not be required to make (or cause a HERC Subsidiary to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control. If such a ruling is to be sought, HERC Parent shall apply for such ruling and HERC Parent and RAC Parent shall jointly control the process of obtaining such ruling. In no event shall HERC Parent be required to file any ruling request under this Section 3.03(a) unless RAC Parent represents that (i) it has read such ruling request, and (ii) all information and representations, if any, relating to any member of the RAC Parent Group contained in such ruling request documents are (subject to any qualifications therein) true, correct and complete. RAC Parent shall reimburse HERC Parent for all reasonable costs and expenses incurred by the HERC Parent Group in obtaining a ruling or Unqualified Tax Opinion requested by RAC Parent within thirty (30) days after receiving an invoice from HERC Parent therefor. (b) If HERC Parent notifies RAC Parent that it desires to take a restricted action described Notified Action, RAC Parent shall (and shall cause each RAC Subsidiary to) cooperate with HERC Parent and take any and all actions reasonably requested by HERC Parent in Section 4.03(a) and HII requires Satisfactory Guidance as a condition to consenting to connection with obtaining such restricted action pursuant to Section 4.04(bruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the IRS or the law firm issuing such opinion), HII shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII ; provided that RAC Parent shall not be required to take make (or cause a RAC Subsidiary to make) any action pursuant representation or covenant that is inconsistent with historical facts or as to this Section 4.05(a) iffuture matters or events over which it has no control. In connection with obtaining such ruling, upon request, SpinCo fails to certify that all information HERC Parent shall apply for such ruling and representations relating to SpinCo or any member HERC Parent and RAC Parent shall jointly control the process of the SpinCo Group in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to obtaining such counterparty in the relevant documents are true, correct and completeruling. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and HERC Parent shall reimburse HII RAC Parent for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the RAC Parent Group in obtaining Satisfactory Guidance a ruling or Unqualified Tax Opinion requested by HERC Parent within 10 business thirty (30) days after receiving an invoice from HII RAC Parent therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Except as provided in Sections 3.03(a) and (b), neither RAC Parent nor HERC Parent (or any Affiliate thereof) shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Authority (subject to whether written, verbal or otherwise) at any time concerning the approval Spin-Offs (including the impact of any transaction on the Spin-Offs) without the consent of the IRS or other relevant Taxing AuthorityParty, as applicable) that relate such consent not to such Rulingbe unreasonably withheld.

Procedures Regarding Opinions and Rulings. (a) If SpinCo Baxalta notifies HII Baxter that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a4.02(c) (a “Notified Action”), Baxter and HII requires Satisfactory Guidance as a condition Baxalta shall reasonably cooperate to consenting attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 4.02(c), unless Baxter shall have waived the requirement to obtain such restricted action Ruling or Unqualified Tax Opinion. (b) Baxter agrees that at the reasonable request of Baxalta pursuant to Section 4.04(b4.02(c), HII Baxter shall cooperate with Baxalta and use commercially its reasonable best efforts to expeditiously seek to obtain, as expeditiously as possible, a Ruling from the IRS or assist SpinCo other applicable Tax Authority or an Unqualified Tax Opinion for the purpose of permitting Baxalta to take the Notified Action. Further, in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII no event shall not Baxter be required to take file any action pursuant to Ruling Request under this Section 4.05(a4.04(b) ifunless Baxalta represents that (i) it has read the Ruling Request, upon request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Baxalta Group, contained in the relevant Ruling Request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Baxalta shall reimburse HII Baxter for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Baxter Group in obtaining Satisfactory Guidance a Ruling or Unqualified Tax Opinion requested by Baxalta within 10 business days ten Business Days after receiving an invoice from HII Baxter therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Baxter shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Baxter determines to obtain a Ruling or an Unqualified Tax Opinion, Baxalta shall (and shall cause each Affiliate of Baxalta to) cooperate with Baxter and take any and all actions reasonably requested by Baxter in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that Baxalta shall not be required to make (or cause any Affiliate of Baxalta to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Baxter and Baxalta shall each bear its own costs and expenses in obtaining a Ruling or an Unqualified Tax Opinion requested by Baxter. (d) Baxalta hereby agrees that Baxter shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Ruling, and neither SpinCo nor any of its Affiliates that only Baxter shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Ruling. In connection with any obtaining a Ruling relating pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this AgreementSection 4.04(b), HII shall (i) Baxter shall keep SpinCo Baxalta informed in a timely manner of all material actions taken or proposed to be taken by HII, Baxter in connection therewith; (ii) Baxter shall (A) reasonably in advance of the submission of any Ruling request Request documents provide SpinCo Baxalta with a draft copy thereof, (B) reasonably consider SpinCoBaxalta’s comments on such draftdraft copy, and (C) provide SpinCo Baxalta with a final copy, ; and (iii) Baxter shall provide SpinCo Baxalta with notice reasonably in advance of, and permit SpinCo Baxalta shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling. Neither Baxalta nor any Affiliates of Baxalta shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Transactions.

Procedures Regarding Opinions and Rulings. (ai) If SpinCo Qualtrics notifies HII SAP that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a5.2(c) (a “Notified Action”), SAP and HII requires Satisfactory Guidance as a condition Qualtrics shall reasonably cooperate to consenting attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 5.2(c), unless SAP shall have waived the requirement to obtain such restricted action Ruling or Unqualified Tax Opinion. (ii) At the reasonable request of Qualtrics pursuant to Section 4.04(b5.2(c), HII SAP shall cooperate with Qualtrics and use commercially reasonable efforts to expeditiously seek to obtain, as expeditiously as possible, a Ruling from the IRS (and/or any other applicable Taxing Authority, or assist SpinCo if applicable, a supplemental Ruling) or an Unqualified Tax Opinion for the purpose of permitting Qualtrics to take the Notified Action. Further, in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII no event shall not SAP be required to take file any action pursuant to request for a Ruling under this Section 4.05(a5.2(d) ifunless Qualtrics represents that (A) it has reviewed the request for such Ruling, upon request, SpinCo fails to certify that and (B) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Qualtrics Group, contained in the relevant related Ruling documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Qualtrics shall reimburse HII SAP for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the SAP Group in obtaining Satisfactory Guidance a Ruling or Unqualified Tax Opinion requested by Qualtrics within 10 business days after receiving an invoice from HII SAP therefor. (biii) Notwithstanding anything herein SAP shall have the right to request a Ruling from the contraryIRS (and/or any other applicable Taxing Authority, SpinCo or if applicable, a supplemental Ruling) or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If SAP determines to obtain a Ruling or an Unqualified Tax Opinion, Qualtrics shall (and shall cause each Affiliate of Qualtrics to) cooperate with SAP and take any and all actions reasonably requested by SAP in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Counsel; provided, that Qualtrics shall not seek be required to make (or cause any Affiliate of Qualtrics to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). SAP and Qualtrics shall each bear its own costs and expenses in obtaining a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HIIan Unqualified Tax Opinion requested by SAP. (civ) HII Qualtrics hereby agrees that SAP shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Ruling, and neither SpinCo nor any of its Affiliates that only SAP shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Ruling. In connection with any obtaining a Ruling relating pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this AgreementSection 5.2(c) hereof, HII (A) SAP shall (i) keep SpinCo Qualtrics informed in a timely manner of all material actions taken or proposed to be taken by HII, SAP in connection therewith; (iiB) SAP shall (1) reasonably in advance of the submission of any related Ruling request Documents provide SpinCo Qualtrics with a draft copy thereof, (2) reasonably consider SpinCo’s Qualtrics’ comments on such draftdraft copy, and (3) provide SpinCo Qualtrics with a final copy, ; and (iiiC) SAP shall provide SpinCo Qualtrics with notice reasonably in advance of, and permit SpinCo Qualtrics shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling. Neither Qualtrics nor any member of the Qualtrics Group shall request any guidance from the IRS or any other Taxing Authority (whether written, verbal or otherwise) at any time concerning a Distribution (including the impact of any transaction on a Distribution).

Procedures Regarding Opinions and Rulings. (a) If SpinCo notifies HII Parent that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a7.02(d) (a “Notified Action”), Parent and HII requires Satisfactory Guidance as a condition SpinCo shall reasonably cooperate to consenting attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.02(d), unless Parent shall have waived the requirement to obtain such restricted action Ruling or Unqualified Tax Opinion. (b) Rulings or Unqualified Tax Opinions at SpinCo’s Request. Parent agrees that, at the reasonable request of SpinCo pursuant to Section 4.04(b7.02(d), HII Parent shall cooperate with SpinCo and use commercially reasonable efforts to expeditiously seek to obtain, as expeditiously as possible, a Ruling from the IRS or assist an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Further, in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII no event shall not Parent be required to take file a request for any action pursuant to such Ruling under this Section 4.05(a7.04(b), unless SpinCo represents that (A) if, upon it has read such request, SpinCo fails to certify that and (B) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Group, contained in the relevant such request (or in any documents relating thereto) are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and shall reimburse HII Parent for all reasonable out-of-pocket costs and expenses incurred by HII or the Parent Group in preparing and filing any Subsidiary of HII such request and in obtaining Satisfactory Guidance a Ruling or an Unqualified Tax Opinion requested by SpinCo within 10 business days Business Days after receiving an invoice from HII Parent therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Xxxxxxx or Unqualified Tax Opinions at Parent’s Request. Parent shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Parent determines to obtain a Ruling or an Unqualified Tax Opinion, SpinCo shall (and shall cause each Affiliate of SpinCo to) cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that SpinCo shall not be required to make (or cause any Affiliate of SpinCo to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Parent and SpinCo shall each bear its own costs and expenses in obtaining a Ruling or an Unqualified Tax Opinion requested by Xxxxxx. (d) SpinCo hereby agrees that Parent shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Ruling, and neither SpinCo nor any of its Affiliates that only Parent shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Ruling. In connection with any obtaining a Ruling relating pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this AgreementSection 7.04(b), HII (A) Parent shall (i) keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by HII, Parent in connection therewith; (iiB) Parent shall (1) reasonably in advance of the submission of any Ruling documents relating to the request for such Ruling, provide SpinCo with a draft copy thereof, (2) reasonably consider SpinCo’s comments on such draftdraft copy, and (3) provide SpinCo with a final copy, ; and (iiiC) Parent shall provide SpinCo with notice reasonably in advance of, and permit SpinCo shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling. Neither SpinCo nor any SpinCo Affiliate directly or indirectly controlled by SpinCo shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Contribution or the Distribution (including the impact of any transaction on the Contribution or the Distribution) or the Transactions.

Procedures Regarding Opinions and Rulings. (a) If SpinCo Spinco notifies HII Burgundy that it desires to take a restricted action one of the actions described in Section 4.03(a6.02(b) and HII requires Satisfactory Guidance as (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII Burgundy shall cooperate with Spinco and use commercially its reasonable best efforts to expeditiously obtainseek to obtain a supplemental ruling from the IRS (or the CRA, as applicable) or assist SpinCo in obtainingan Unqualified Tax Opinion for the purpose of permitting Spinco to take the Notified Action unless Burgundy shall have waived the requirement to obtain such ruling or opinion. If such a ruling is to be sought, Burgundy shall apply for such Satisfactory Guidanceruling and Burgundy and Spinco shall jointly control the process of obtaining such ruling. Notwithstanding the foregoing, HII In no event shall not Burgundy be required to take file any action pursuant to ruling request under this Section 4.05(a6.03(a) if, upon unless Spinco represents that (i) it has read such ruling request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Spinco Group, contained in the relevant such ruling request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Spinco shall reimburse HII Burgundy for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Burgundy Group in obtaining Satisfactory Guidance a ruling or Unqualified Tax Opinion requested by Spinco within 10 business ten (10) days after receiving an invoice from HII Burgundy therefor. (b) Notwithstanding anything herein Burgundy shall have the right to obtain a supplemental ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Burgundy determines to obtain such ruling or opinion, Spinco shall (and shall cause each Spinco Entity to) cooperate with Burgundy and take any and all actions reasonably requested by Burgundy in connection with obtaining such ruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the contraryIRS (or the CRA, SpinCo as applicable) or the law firm issuing such opinion); provided, that Spinco shall not seek be required to make (or cause a Ruling (whether Spinco Entity to make) any representation or not relating covenant that is untrue or inconsistent with historical facts, or as to the Transactions) if HII determines that there is a reasonable possibility that future matters or events. In connection with obtaining such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII ruling, Burgundy shall apply for such ruling and shall have sole and exclusive control over the process of obtaining any Ruling relating such ruling. Burgundy shall reimburse Spinco for all reasonable costs and expenses incurred by the Spinco Group in cooperating with Burgundy’s efforts to obtain a supplemental ruling or Unqualified Tax Opinion within ten (10) days after receiving an invoice from Spinco therefor. (c) Except as provided in Sections 6.03(a) and (b), following the Transactions and Effective Time, neither SpinCo Spinco nor any of its Affiliates Spinco Affiliate shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Authority (subject to whether written, verbal or otherwise) at any time concerning the approval Spinco Reorganization, the Distribution or the other Transactions (including the impact of any transaction on the IRS Spinco Reorganization, the Distribution or the other relevant Taxing Authority, as applicable) that relate to such RulingTransactions).

Procedures Regarding Opinions and Rulings. (a) If SpinCo JAX notifies HII FNF that it desires to take a restricted action one of the actions described in Section 4.03(a3.02(b) and HII requires Satisfactory Guidance as (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII FNF shall cooperate with JAX and use commercially reasonable efforts to expeditiously seek to obtain, as expeditiously as possible, a private letter ruling from the IRS or assist SpinCo in obtaining, such Satisfactory Guidance. Notwithstanding an Unqualified Tax Opinion for the foregoing, HII shall not be required purpose of permitting JAX to take any action pursuant to this Section 4.05(a) ifthe Notified Action, upon request, SpinCo fails to certify that all information and representations relating to SpinCo or any member of unless FNF shall have waived the SpinCo Group in the relevant documents are true, correct and complete or fails requirement to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and completeprivate letter ruling or opinion. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and JAX shall reimburse HII FNF for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the FNF Group in obtaining Satisfactory Guidance a private letter ruling from the IRS or Unqualified Tax Opinion, as requested by JAX within 10 business ten (10) days after receiving an invoice from HII FNF therefor. If a private letter ruling from the IRS is to be sought, FNF shall apply for such ruling and FNF and JAX shall jointly control the process of obtaining such ruling. In no event shall FNF be required to file any private letter ruling request under this Section 3.03(a) unless JAX represents that (i) it has read such ruling request, and (ii) all information and representations, if any, relating to any member of the JAX Group contained in such ruling request documents are (subject to any qualifications therein) true, correct and complete. (b) Notwithstanding anything herein FNF shall have the right to obtain a private letter ruling from the IRS or an Unqualified Tax Opinion deemed by it to be relevant to the contraryTax-Free Status of the Transactions, SpinCo at any time, in its sole and absolute discretion. If FNF determines to obtain such ruling or opinion, JAX shall (and shall cause each JAX Affiliate to) cooperate with FNF and take any and all actions reasonably requested by FNF in connection with obtaining such ruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the IRS or the tax advisor issuing such opinion); provided that JAX shall not seek be required to make (or cause a Ruling (whether JAX Affiliate to make) any representation or not relating covenant that is inconsistent with historical facts or as to the Transactions) if HII determines that there is a reasonable possibility that future matters or events over which it has no control. In connection with obtaining such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII ruling, FNF shall apply for such ruling and shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions such ruling. FNF and JAX shall each bear its own costs and expenses in obtaining a ruling or Unqualified Tax Opinion requested by FNF under this Section 3.03(b). (c) Except as provided in Sections 3.03(a) and (b), neither SpinCo JAX nor any of its Affiliates JAX Affiliate shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Authority (subject to whether written, verbal or otherwise) at any time concerning the approval Restructuring or Distribution (including the impact of any transaction on the IRS Restructuring or other relevant Taxing Authority, as applicable) that relate to such RulingDistribution).

Procedures Regarding Opinions and Rulings. (a) If SpinCo Spinco notifies HII Parent that it desires to take a restricted action one of the actions described in Section 4.03(a6.02(b) and HII requires Satisfactory Guidance as (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII Parent shall cooperate with Spinco and use commercially its reasonable best efforts to expeditiously obtainseek to obtain a supplemental ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting Spinco to take the Notified Action unless Parent shall have waived the requirement to obtain such ruling or opinion. If such a ruling is to be sought, or assist SpinCo in obtaining, Parent shall apply for such Satisfactory Guidanceruling and Parent and Spinco shall jointly control the process of obtaining such ruling. Notwithstanding the foregoing, HII In no event shall not Parent be required to take file any action pursuant to ruling request under this Section 4.05(a6.03(a) if, upon unless Spinco represents that (i) it has read such ruling request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Spinco Group, contained in the relevant such ruling request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Spinco shall reimburse HII Parent for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Parent Group in obtaining Satisfactory Guidance a ruling or Unqualified Tax Opinion requested by Spinco within 10 business ten (10) days after receiving an invoice from HII Parent therefor. (b) Notwithstanding anything herein Parent shall have the right to obtain a supplemental ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Parent determines to obtain such ruling or opinion, Spinco shall (and shall cause each Spinco Entity to) cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining such ruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the contraryIRS or the law firm issuing such opinion); provided, SpinCo that Spinco shall not seek be required to make (or cause a Ruling (whether Spinco Entity to make) any representation or not relating covenant that is untrue or inconsistent with historical facts, or as to the Transactions) if HII determines that there is a reasonable possibility that future matters or events over which it has no control. In connection with obtaining such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII ruling, Parent shall apply for such ruling and shall have sole and exclusive control over the process of obtaining any Ruling relating such ruling. Parent shall reimburse Spinco for all reasonable costs and expenses incurred by the Spinco Group in cooperating with Parent’s efforts to obtain a supplemental ruling or Unqualified Tax Opinion within ten (10) days after receiving an invoice from Spinco therefor. (c) Except as provided in Sections 6.03(a) and (b), following the Transactions and Effective Time, neither SpinCo Spinco nor any of its Affiliates Spinco Affiliate shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Authority (subject to whether written, verbal or otherwise) at any time concerning the approval Restructuring or the Distribution (including the impact of any transaction on the IRS Restructuring or other relevant Taxing Authority, as applicable) that relate to such RulingDistribution).

Procedures Regarding Opinions and Rulings. (a) If SpinCo PropCo notifies HII Ensign that it desires to take a restricted action one of the actions described in Section 4.03(a) and HII requires Satisfactory Guidance as 4.02 (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII Ensign shall cooperate with PropCo and use commercially its reasonable best efforts to expeditiously seek to obtain, as expeditiously as possible, a supplemental ruling from the IRS or assist SpinCo in obtainingan Unqualified Tax Opinion for the purpose of permitting PropCo to take the Notified Action unless Ensign shall have waived the requirement to obtain such ruling or opinion. If such a ruling is to be sought, Ensign shall apply for such Satisfactory Guidanceruling and Ensign and PropCo shall jointly control the process of obtaining such ruling. Notwithstanding the foregoing, HII In no event shall not Ensign be required to take file any action pursuant to ruling request under this Section 4.05(a4.03(a) if, upon unless PropCo represents that (i) it has read such ruling request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group PropCo Group, contained in the relevant such ruling request documents are (subject to any qualifications therein) true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are truecorrect, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and PropCo shall reimburse HII Ensign for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Ensign Group in obtaining Satisfactory Guidance a ruling or an Unqualified Tax Opinion requested by PropCo within 10 business ten (10) days after receiving an invoice from HII Ensign therefor. (b) Notwithstanding anything herein to the contrary, SpinCo If Ensign requests a supplemental ruling or other guidance: (A) Ensign shall not seek keep PropCo informed in a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed timely manner of all material actions taken or proposed to be taken by HII, Ensign in connection therewith; (iiB) Ensign shall (i) reasonably in advance of the submission of any Ruling request documents relating to the supplemental ruling provide SpinCo PropCo with a draft thereof, (ii) reasonably consider SpinCoPropCo’s comments on to such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo PropCo with a final copy of any documents relating to the supplemental ruling, (iv) provide PropCo with notice reasonably in advance of, and permit SpinCo PropCo shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such Rulingsupplemental ruling, and (v) provide PropCo with a copy of such supplemental ruling.

Procedures Regarding Opinions and Rulings. (a) If SpinCo GLPI notifies HII Penn that it desires to take a restricted action one of the actions described in Section 4.03(a6.02(b) and HII requires Satisfactory Guidance as (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII Penn shall cooperate with GLPI and use commercially its reasonable best efforts to expeditiously seek to obtain, as expeditiously as possible, a supplemental ruling from the IRS or assist SpinCo in obtainingan Unqualified Tax Opinion for the purpose of permitting GLPI to take the Notified Action unless Penn shall have waived the requirement to obtain such ruling or opinion. If such a ruling is to be sought, Penn shall apply for such Satisfactory Guidanceruling and Penn and GLPI shall jointly control the process of obtaining such ruling. Notwithstanding the foregoing, HII In no event shall not Penn be required to take file any action pursuant to ruling request under this Section 4.05(a6.03(a) if, upon unless GLPI represents that (i) it has read such ruling request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group GLPI Group, contained in the relevant such ruling request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and GLPI shall reimburse HII Penn for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Penn Group in obtaining Satisfactory Guidance a ruling or Unqualified Tax Opinion requested by GLPI within 10 business ten (10) days after receiving an invoice from HII Penn therefor. (b) Notwithstanding anything herein Penn shall have the right to obtain a supplemental ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Penn determines to obtain such ruling or opinion, GLPI shall (and shall cause each GLPI Entity to) cooperate with Penn and take any and all actions reasonably requested by Penn in connection with obtaining such ruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the contraryIRS or the law firm issuing such opinion); provided, SpinCo that GLPI shall not seek be required to make (or cause a Ruling (whether GLPI Entity to make) any representation or not relating covenant that is untrue or inconsistent with historical facts, or as to the Transactions) if HII determines that there is a reasonable possibility that future matters or events over which it has no control. In connection with obtaining such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII ruling, Penn shall apply for such ruling and shall have sole and exclusive control over the process of obtaining any Ruling relating to such ruling. Penn and GLPI shall each bear its own costs and expenses in obtaining a ruling or Unqualified Tax Opinion requested by Penn. (c) Except as provided in Sections 6.03(a) and (b), following the Transactions and Effective Time, neither SpinCo GLPI nor any of its Affiliates GLPI Affiliate shall independently seek any guidance from the IRS or any other Taxing Authority (whether written, verbal or otherwise) at any time concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to (including the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission impact of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments transaction on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such RulingTransactions).

Procedures Regarding Opinions and Rulings. (a) If SpinCo Organon notifies HII Merck that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a4.2(c) (a “Notified Action”), Merck and HII requires Satisfactory Guidance as a condition Organon shall reasonably cooperate to consenting attempt to obtain the Tax Ruling or Unqualified Tax Opinion referred to in Section 4.2(c), unless Merck shall have waived the requirement to obtain such restricted action Tax Ruling or Unqualified Tax Opinion. (b) Merck agrees that at the reasonable request of Organon pursuant to Section 4.04(b4.2(c), HII Merck shall cooperate with Organon and use commercially its reasonable best efforts to expeditiously seek to obtain, as expeditiously as possible, a Tax Ruling from the IRS or assist SpinCo other applicable Tax Authority or an Unqualified Tax Opinion for the purpose of permitting Organon to take the Notified Action. Further, in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII no event shall not Merck be required to take file any action pursuant to Ruling Request under this Section 4.05(a4.4(b) ifunless Organon represents that: (i) it has read the Ruling Request, upon request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Organon Group, contained in the relevant Ruling Request documents are (subject to any qualifications therein) true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are truecorrect, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Organon shall reimburse HII Merck for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Merck Group in obtaining Satisfactory Guidance a Tax Ruling or Unqualified Tax Opinion requested by Organon within 10 ten (10) business days after receiving an invoice from HII Merck therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Merck shall have the right to obtain a Tax Ruling or any Tax opinion (including an Unqualified Tax Opinion) at any time in its sole and absolute discretion. If Merck determines to obtain a Tax Ruling or an Unqualified Tax Opinion, Organon shall (and shall cause each Affiliate of Organon to) cooperate with Merck and take any and all actions reasonably requested by Merck in connection with obtaining the Tax Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor). Merck shall reimburse Organon for all reasonable costs and expenses incurred by the Organon Group in obtaining a Tax Ruling or Unqualified Tax Opinion requested by Merck within ten (10) business days after receiving an invoice from Organon therefor. (d) Organon hereby agrees that Merck shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Tax Ruling, and neither SpinCo nor any of its Affiliates that only Merck shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Tax Ruling. In connection with any obtaining a Tax Ruling relating pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall Section 4.4(b): (i) Merck shall keep SpinCo Organon informed in a timely manner of all material actions taken or proposed to be taken by HII, Merck in connection therewith; (ii) Merck shall (A) reasonably in advance of the submission of any Ruling request Request documents provide SpinCo Organon with a draft copy thereof, (B) reasonably consider SpinCoOrganon’s comments on such draftdraft copy, and (C) provide SpinCo Organon with a final copy, ; and (iii) Merck shall provide SpinCo Organon with notice reasonably in advance of, and permit SpinCo Organon shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Tax Ruling. Neither Organon nor any Affiliates of Organon shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Transactions.

Procedures Regarding Opinions and Rulings. (a) If SpinCo notifies HII that it desires to take a restricted action described in Section 4.03(a) and HII requires Satisfactory Guidance as a condition to consenting to such restricted action pursuant Subject to Section 4.04(b4.01(d), HII if SpinCo may take certain actions conditioned upon the receipt of Satisfactory Guidance, NOV, at the request of SpinCo, shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII NOV shall not be required to take any action pursuant to this Section 4.05(a4.02(a) ifif SpinCo fails to certify, upon request, SpinCo fails to certify that all information and representations relating to SpinCo or any member of the SpinCo Group in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and shall reimburse HII NOV for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the NOV Group in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from HII thereforGuidance. (b) Notwithstanding anything herein NOV shall have the right to the contrary, SpinCo shall not seek obtain a Ruling from the IRS (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HIIother Taxing Authority) or an Unqualified Tax Opinion at any time in its sole discretion. NOV shall reimburse SpinCo for all reasonable out-of-pocket costs and expenses incurred by the SpinCo Group in obtaining such a Ruling or Unqualified Tax Opinion. (c) HII NOV shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s SpinCo liabilities under this Agreement, HII NOV shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HIINOV, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling.

Procedures Regarding Opinions and Rulings. (a) If SpinCo notifies HII that it desires to take a restricted action described in Section 4.03(a) and HII requires Satisfactory Guidance as a condition to consenting to such restricted action pursuant Subject to Section 4.04(b4.02(d), HII if Broadridge may take certain actions conditioned upon the receipt of Satisfactory Guidance, ADP, at the request of Broadridge, shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo Broadridge in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII ADP shall not be required to take any action pursuant to this Section 4.05(a4.03(a) ifif Broadridge fails to certify, upon request, SpinCo fails to certify that all information and representations relating to SpinCo or any member of the SpinCo Broadridge Group in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Broadridge shall reimburse HII ADP for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the ADP Group in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from HII thereforGuidance. (b) Notwithstanding anything herein ADP shall have the right to the contrary, SpinCo shall not seek obtain a Ruling from the IRS (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HIIother Taxing Authority) or an Unqualified Tax Opinion at any time in its sole discretion. ADP shall reimburse Broadridge for all reasonable out-of-pocket costs and expenses incurred by the Broadridge Group in obtaining such a Ruling or Unqualified Tax Opinion. (c) HII ADP shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo Broadridge nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s Broadridge liabilities under this Agreement, HII ADP shall (i) keep SpinCo Broadridge informed of all material actions taken or proposed to be taken by HIIADP, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo Broadridge with a draft thereof, consider SpinCoBroadridge’s comments on such draft, and provide SpinCo Broadridge with a final copy, and (iii) provide SpinCo Broadridge with notice reasonably in advance of, and permit SpinCo Broadridge to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling.

Procedures Regarding Opinions and Rulings. (a) If SpinCo notifies HII that it desires to take a restricted action described in Section 4.03(a) and HII requires Satisfactory Guidance as a condition to consenting to such restricted action pursuant Subject to Section 4.04(b4.02(d), HII if Embarq may take certain actions conditioned upon the receipt of Satisfactory Guidance, Sprint Nextel, at the request of Embarq, shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo Embarq in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII Sprint Nextel shall not be required to take any action pursuant to this Section 4.05(a4.03(a) ifif Embarq fails to certify, upon request, SpinCo fails to certify that all information and representations relating to SpinCo or any member of the SpinCo Embarq Group in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Embarq shall reimburse HII Sprint Nextel for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Sprint Nextel Group in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from HII thereforGuidance. (b) Notwithstanding anything herein Sprint Nextel shall have the right to obtain a ruling from the contrary, SpinCo shall not seek a Ruling IRS (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HIIother Taxing Authority) or an Unqualified Tax Opinion at any time in its sole discretion. Sprint Nextel shall reimburse Embarq for all reasonable out-of-pocket costs and expenses incurred by the Embarq Group in obtaining such a ruling or Unqualified Tax Opinion. (c) HII Sprint Nextel shall have exclusive control over the process of obtaining any Ruling ruling relating to the Transactions and neither SpinCo Embarq nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s Embarq liabilities under this Agreement, HII Sprint Nextel shall (i) keep SpinCo Embarq informed of all material actions taken or proposed to be taken by HIISprint Nextel, (ii) reasonably in advance of the submission of any Ruling ruling request provide SpinCo Embarq with a draft thereof, consider SpinCoEmbarq’s comments on such draft, and provide SpinCo Embarq with a final copy, and (iii) provide SpinCo Embarq with notice reasonably in advance of, and permit SpinCo Embarq to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Rulingruling.

Procedures Regarding Opinions and Rulings. (a) If SpinCo RMT Parent notifies HII Citrix that it or SpinCo desires to take a restricted action one of the actions described in Section 4.03(a6.02(b) and HII requires Satisfactory Guidance as (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII Citrix shall cooperate with RMT Parent and use commercially its reasonable best efforts to expeditiously obtainseek to obtain a Ruling or Unqualified Tax Opinion for the purpose of permitting RMT Parent or SpinCo, as applicable, to take the Notified Action unless Citrix shall have waived the requirement to obtain such Ruling or assist SpinCo in obtainingUnqualified Tax Opinion. If such a Ruling is to be sought, Citrix shall apply for such Satisfactory Guidanceruling and Citrix and RMT Parent shall jointly control the process of obtaining such Ruling. Notwithstanding the foregoing, HII In no event shall not Citrix be required to take file any action pursuant to request for a Ruling under this Section 4.05(a6.04(a) if, upon unless RMT Parent represents that (i) it has read such request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group LogMeIn Group, contained in the relevant such request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and RMT Parent shall reimburse HII Citrix for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Citrix Group in obtaining Satisfactory Guidance connection with such cooperation within 10 business days thirty (30) Business Days after receiving an invoice from HII Citrix therefor. (b) Notwithstanding anything herein Citrix shall have the right to obtain a Ruling or tax opinion at any time in its sole and absolute discretion. If Citrix determines to obtain a Ruling or tax opinion, the contraryLogMeIn Parties shall (and shall cause their respective Affiliates to) cooperate with Citrix and take any and all actions reasonably requested by Citrix in connection with obtaining the Ruling or tax opinion (including, SpinCo without limitation, by making any reasonable representation or covenant or providing any materials or information requested by the IRS or any Tax Advisor; provided that the LogMeIn Parties shall not seek a Ruling be required to make (whether or not relating cause any member of the LogMeIn Group to make) any representation or covenant that is untrue or inconsistent with historical facts, or as to future matters or events over which they have no control). Citrix shall reimburse RMT Parent for all reasonable costs and expenses incurred by the TransactionsLogMeIn Group in connection with such cooperation within thirty (30) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HIIBusiness Days after receiving an invoice from RMT Parent therefor. (c) HII Except as provided in Sections 6.04(a) and (b), following the Distribution Effective Time, neither of the LogMeIn Parties shall, nor shall have exclusive control over either of the process of obtaining any Ruling relating to the Transactions and neither SpinCo nor LogMeIn Parties permit any of its their respective Affiliates shall independently to, seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Tax Authority (subject to whether written, verbal or otherwise) at any time concerning the approval Internal Reorganization, the Contribution, or the Distribution (including the impact of any transaction on the Tax-Free Status of the IRS Internal Transactions, the Contribution or other relevant Taxing Authoritythe Distribution) without obtaining Citrix’s prior written consent, as applicable) that relate such consent not to such Rulingbe unreasonably withheld, conditioned or delayed.

Procedures Regarding Opinions and Rulings. (a) If RMT Parent or SpinCo notifies HII GPC that it desires to take a restricted action one of the actions described in Section 4.03(a) and HII requires Satisfactory Guidance as a condition to consenting to such restricted action pursuant to Section 4.04(b6.02(b), HII Section 6.02(c) or Section 6.02(e) (a “Notified Action”), GPC, SpinCo and RMT Parent shall use commercially reasonable efforts cooperate in obtaining a ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting SpinCo to expeditiously obtaintake the Notified Action unless GPC shall have waived in writing the requirement to obtain such ruling or Unqualified Tax Opinion. If a ruling from the IRS is to be sought, or assist SpinCo in obtaining, GPC shall apply for such Satisfactory Guidanceruling and GPC shall control the process of obtaining such ruling. Notwithstanding the foregoing, HII In no event shall not GPC be required to take file any action pursuant to ruling request under this Section 4.05(a6.03(a) if, upon unless each of RMT Parent and SpinCo represents that (i) it has read such ruling request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo SpinCo, its current or former shareholders or any member of the SpinCo RMT Parent Group Entity contained in the relevant such ruling request documents are (subject to any qualifications therein) true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that in all information and representations relating to such counterparty in the relevant documents are true, correct and completematerial respects. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and RMT Parent shall reimburse HII GPC for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII GPC Group Entity in obtaining Satisfactory Guidance connection with any Notified Action within 10 business ten (10) days after receiving an invoice from HII GPC therefor. (b) Notwithstanding anything herein GPC shall have the right to the contrary, SpinCo shall not seek obtain a Ruling (whether or not ruling relating to the TransactionsIntended Tax Treatment or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If GPC notifies RMT Parent or SpinCo that it has determined to obtain such ruling or opinion, RMT Parent and SpinCo shall (and shall cause each RMT Parent Group Entity to) if HII determines cooperate with GPC and take any and all actions reasonably requested by GPC in connection with obtaining such ruling or opinion (including by making any representation that there is a reasonable possibility that such action could have a significant adverse impact on HII true or any Subsidiary of HII. (c) HII reasonable covenant or providing any materials reasonably requested by the IRS or the law firm issuing such opinion). In connection with obtaining such ruling, GPC shall apply for such ruling and shall have sole and exclusive control over the process of obtaining such ruling. GPC shall reimburse RMT Parent for all reasonable out-of-pocket costs and expenses incurred by any Ruling relating to RMT Parent Group Entity in connection with any ruling or Unqualified Tax Opinion requested by GPC within ten (10) days after receiving an invoice from RMT Parent therefor. (c) Except as provided in Section 6.03(a) or (b), following the Transactions and neither SpinCo nor any of its Affiliates Distribution Effective Time, no RMT Parent Group Entity shall independently voluntarily seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Authority (subject to whether written, verbal or otherwise) concerning the approval Intended Tax Treatment of the IRS SPR HoldCo Exchange (if applicable), the Distribution or other relevant Taxing Authority, as applicable) that relate to such Rulingthe Merger.

Procedures Regarding Opinions and Rulings. (a) If SpinCo Aptevo notifies HII EBSI that it desires to take a restricted action one of the actions described in clauses (i) through (vii) of Section 4.03(a4.02(c) and HII requires Satisfactory Guidance as or Section 4.02(e) (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII EBSI and Aptevo shall use commercially reasonable efforts reasonably cooperate to expeditiously obtainattempt to obtain the Supplemental Ruling or Unqualified Tax Opinion referred to in Section 4.02(c) or Section 4.02(e), unless EBSI shall have waived the requirement to obtain such Supplemental Ruling or assist SpinCo in obtaining, such Satisfactory GuidanceUnqualified Tax Opinion. Notwithstanding the foregoing, HII In no event shall not EBSI be required to take file any action pursuant to Supplemental Ruling Request under this Section 4.05(a4.04(a) ifunless Aptevo represents that (i) it has read the Supplemental Ruling Request, upon request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Aptevo Group contained in the relevant Supplemental Ruling Request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Aptevo shall reimburse HII EBSI for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the EBSI Group in obtaining Satisfactory Guidance a Supplemental Ruling or Unqualified Tax Opinion requested by Aptevo within 10 business days after receiving an invoice from HII EBSI therefor. (b) Notwithstanding anything herein EBSI shall have the right to obtain a Supplemental Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If EBSI determines to obtain a Supplemental Ruling or an Unqualified Tax Opinion, Aptevo shall (and shall cause each Affiliate of Aptevo to) cooperate with EBSI and take any and all actions reasonably requested by EBSI in connection with obtaining the contrarySupplemental Ruling or Unqualified Tax Opinion, SpinCo including, without limitation, by making any representation or covenant or providing any materials or information, in each case as reasonably requested by the IRS or Tax Advisor; provided that Aptevo shall not seek a Ruling be required to make (whether or not relating cause any Affiliate of Aptevo to the Transactionsmake) if HII determines any representation or covenant that there is a reasonable possibility that such action could have a significant adverse impact on HII inconsistent with historical facts or any Subsidiary of HIIcovenant as to future matters or events over which it has no control. EBSI and Aptevo shall each bear its own costs and expenses in obtaining a Supplemental Ruling or an Unqualified Tax Opinion requested by EBSI. (c) HII Aptevo hereby agrees that EBSI shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Supplemental Ruling, and neither SpinCo nor any of its Affiliates that only EBSI shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Supplemental Ruling. In connection with any obtaining a Supplemental Ruling relating pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this AgreementSection 4.04(a), HII shall (i) EBSI shall keep SpinCo Aptevo informed in a timely manner of all material actions taken or proposed to be taken by HII, EBSI in connection therewith; (ii) EBSI shall (A) reasonably in advance of the submission of any Supplemental Ruling request Request documents provide SpinCo Aptevo with a draft copy thereof, (B) reasonably consider SpinCoAptevo’s comments on such draftdraft copy, and (C) provide SpinCo Aptevo with a final copy, ; and (iii) EBSI shall provide SpinCo Aptevo with notice reasonably in advance of, and permit SpinCo Aptevo shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling. Neither Aptevo nor any Affiliates of Aptevo shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Transactions.

Procedures Regarding Opinions and Rulings. (a) If SpinCo CareFusion notifies HII Cardinal Health that it desires to take a restricted action one of the actions described in Section 4.03(aSections 6.02(b) and HII requires Satisfactory Guidance as (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII Cardinal Health shall cooperate with CareFusion and use commercially its reasonable best efforts to expeditiously seek to obtain, as expeditiously as possible, a supplemental ruling from the IRS or assist SpinCo in obtainingan Unqualified Tax Opinion for the purpose of permitting CareFusion to take the Notified Action unless Cardinal Health shall have waived the requirement to obtain such ruling or opinion. If such a ruling is to be sought, Cardinal Health shall apply for such Satisfactory Guidanceruling and Cardinal Health and CareFusion shall jointly control the process of obtaining such ruling. Notwithstanding the foregoing, HII In no event shall not Cardinal Health be required to take file any action pursuant to ruling request under this Section 4.05(a6.03(a) if, upon unless CareFusion represents that (i) it has read such ruling request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group CareFusion Group, contained in the relevant such ruling request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and CareFusion shall reimburse HII Cardinal Health for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Cardinal Health Group in obtaining Satisfactory Guidance a ruling or Unqualified Tax Opinion requested by CareFusion within 10 business ten (10) days after receiving an invoice from HII Cardinal Health therefor. (b) Notwithstanding anything herein Cardinal Health shall have the right to obtain a supplemental ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Cardinal Health determines to obtain such ruling or opinion, CareFusion shall (and shall cause each CareFusion Entity to) cooperate with Cardinal Health and take any and all actions reasonably requested by Cardinal Health in connection with obtaining such ruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the contrary, SpinCo IRS or the law firm issuing such opinion); provided that CareFusion shall not seek be required to make (or cause a Ruling (whether CareFusion Entity to make) any representation or not relating covenant that is inconsistent with historical facts or as to the Transactions) if HII determines that there is a reasonable possibility that future matters or events over which it has no control. In connection with obtaining such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII ruling, Cardinal Health shall apply for such ruling and shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions such ruling. Cardinal Health and CareFusion shall each bear its own costs and expenses in obtaining a ruling or Unqualified Tax Opinion requested by Cardinal Health. (c) Except as provided in Sections 6.03(a) and (b) neither SpinCo CareFusion nor any of its Affiliates CareFusion Affiliate shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Tax Authority (subject to whether written, verbal or otherwise) at any time concerning the approval Restructuring or Distribution (including the impact of any transaction on the IRS Restructuring or other relevant Taxing Authority, as applicable) that relate to such RulingDistribution).

Procedures Regarding Opinions and Rulings. (ai) If SpinCo Valvoline notifies HII Ashland Global that it desires to take a restricted action described in Section 4.03(a5.04(a) and HII requires seeks Satisfactory Guidance as a condition to consenting to such restricted action pursuant to for purposes of Section 4.04(b5.04(c), HII Ashland Global, at the request of Valvoline, shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo Valvoline in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII Ashland Global shall not be required to take any action pursuant to this Section 4.05(a5.04(d) if, upon request, SpinCo Valvoline fails to certify that all information and representations relating to SpinCo Valvoline or any member of the SpinCo Group its Affiliates in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Valvoline shall reimburse HII Ashland Global for all reasonable out-of-pocket costs and expenses incurred by HII Ashland Global or any Subsidiary of HII its Affiliates in obtaining Satisfactory Guidance within 10 business days Business Days after receiving an invoice from HII Ashland Global therefor. (bii) Ashland Global shall have the right to obtain a Ruling, any other guidance from any Taxing Authority or an opinion of a Tax Advisor relating to the Transactions at any time in Ashland Global’s sole discretion. Valvoline, at the request of Ashland Global, shall use commercially reasonable efforts to expeditiously obtain, or assist Ashland Global in obtaining, any such Ruling, other guidance or opinion; provided, however, that Valvoline shall not be required to make any representation or covenant that it does not reasonably believe is (and will continue to be) true and accurate. Ashland Global shall reimburse Valvoline for all reasonable out-of-pocket costs and expenses incurred by Valvoline or any of its Affiliates in obtaining any such Ruling, other guidance or opinion requested by Ashland Global within 10 Business Days after receiving an invoice from Valvoline therefor. (iii) Ashland Global shall have exclusive control over the process of obtaining any Ruling or other guidance from any Taxing Authority concerning the Transactions, and Valvoline shall not independently seek any Ruling or other guidance concerning the Transactions at any time. In connection with any Ruling requested by Valvoline pursuant to Section 5.04(d) or that can reasonably be expected to affect Valvoline’s liabilities under this Agreement, Ashland Global shall (A) keep Valvoline informed of all material actions taken or proposed to be taken by Ashland Global, (B) reasonably in advance of the submission of any ruling request provide Valvoline with a draft thereof, consider Valvoline’s comments on such draft and provide Valvoline with a final copy thereof and (C) provide Valvoline with notice reasonably in advance of, and (subject to the approval of the IRS or other applicable Taxing Authority) permit Valvoline to attend, any formally scheduled meetings with the IRS or other applicable Taxing Authority that relate to such Ruling. (iv) Notwithstanding anything herein to the contrary, SpinCo Valvoline shall not seek a Ruling ruling with respect to a taxable period (or portion thereof) that ends on or before the Separation Date (whether or not relating to the Transactions) if HII Ashland Global determines that there is a reasonable possibility that such action could have a significant adverse impact on HII Ashland Global or any Subsidiary of HII. (c) HII shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such RulingAffiliates.

Procedures Regarding Opinions and Rulings. (ai) If SpinCo Kenvue notifies HII J&J that it desires to take a restricted action described in Section 4.03(a4.04(a) and HII requires seeks Satisfactory Guidance as a condition to consenting to such restricted action pursuant to for purposes of Section 4.04(b4.04(c), HII J&J, at the request of Kenvue, shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo Kenvue in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII J&J shall not be required to take any action pursuant to this Section 4.05(a4.04(d) if, upon request, SpinCo Kenvue fails to certify that all information and representations relating to SpinCo Kenvue or any member of the SpinCo Group its Affiliates in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Kenvue shall reimburse HII J&J for all reasonable out-of-pocket costs and expenses incurred by HII J&J or any Subsidiary of HII its Affiliates in obtaining Satisfactory Guidance within 10 business 60 calendar days after receiving an invoice from HII J&J xxxxxxxx. (ii) J&J shall have the right to obtain a Ruling, any other guidance from any Taxing Authority or an opinion of a Tax Advisor relating to the Transactions at any time in J&J’s sole discretion. Kenvue, at the request of J&J, shall use commercially reasonable efforts to expeditiously obtain, or assist J&J in obtaining, any such Ruling, other guidance or opinion; provided, however, that Kenvue shall not be required to make any representation or covenant that it does not reasonably believe is (and will continue to be) true, accurate and consistent with historical facts. J&J shall reimburse Kenvue for all reasonable out-of-pocket costs and expenses incurred by Kenvue or any of its Affiliates in obtaining any such Ruling, other guidance or opinion requested by J&J within 10 Business Days after receiving an invoice from Kenvue therefor. (biii) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII J&J shall have exclusive control over the process of obtaining any Ruling relating to or other guidance from any Taxing Authority concerning the Transactions Transactions, and neither SpinCo nor any of its Affiliates Kenvue shall not independently seek any Ruling or other guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating requested by Kenvue pursuant to the Transactions Section 4.04(d) or that can reasonably be expected to affect SpinCoKenvue’s liabilities under this Agreement, HII J&J shall (iA) keep SpinCo Kenvue informed of all material actions taken or proposed to be taken by HIIJ&J, (iiB) reasonably in advance of the submission of any Ruling ruling request provide SpinCo Kenvue with a draft thereof, consider SpinCoXxxxxx’s comments on such draft, draft and provide SpinCo Kenvue with a final copy, copy thereof and (iiiC) provide SpinCo Kenvue with notice reasonably in advance of, and (subject to the approval of the IRS or other applicable Taxing Authority) permit SpinCo Kenvue to attend, any formally scheduled meetings with the IRS or other relevant applicable Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such Ruling. (iv) Notwithstanding anything herein to the contrary, Kenvue shall not seek a Ruling or any other guidance from a Taxing Authority with respect to a Pre-Distribution Period (whether or not relating to the Transactions).

Procedures Regarding Opinions and Rulings. (a) If Product SpinCo notifies HII IP RemainCo that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a) and HII requires Satisfactory Guidance as a condition to consenting to such restricted action pursuant to Section 4.04(b7.01(c), HII IP RemainCo and Product SpinCo shall use commercially reasonable efforts reasonably cooperate to expeditiously obtainattempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.01(c), unless IP RemainCo shall have waived the requirement to obtain such Ruling or assist Unqualified Tax Opinion. If such a Ruling is to be sought, Product SpinCo shall apply for such Ruling and IP RemainCo shall jointly control the process of obtaining such Ruling. IP RemainCo shall take any and all actions reasonably requested by Product SpinCo in obtainingconnection with obtaining such Ruling or Unqualified Tax Opinion (including by making any representation or reasonable covenant or providing any materials requested by the IRS in connection with such Ruling or the Tax Advisor issuing such Unqualified Tax Opinion); provided, such Satisfactory Guidance. Notwithstanding the foregoing, HII that IP RemainCo shall not be required to take make (or cause any action pursuant of its Affiliates to make) any representation or covenant that is untrue or inconsistent with historical facts, or as to future matters or events over which it has no control (in each case, as determined by IP RemainCo in its reasonable discretion). In no event shall Product SpinCo be permitted to file any request for a Ruling under this Section 4.05(a) if7.03 unless IP RemainCo has approved such request (such approval not to be unreasonably withheld, upon requestconditioned, SpinCo fails to certify that all information and representations relating to SpinCo or any member of the SpinCo Group in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and completedelayed). Product SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and shall reimburse HII IP RemainCo for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII IP RemainCo and its Affiliates in obtaining Satisfactory Guidance or seeking to obtain a Ruling or Unqualified Tax Opinion requested by Product SpinCo within 10 business forty-five (45) days after receiving an invoice from HII IP RemainCo therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such Ruling.

Procedures Regarding Opinions and Rulings. (a) If SpinCo Spinco notifies HII Parent that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a6.01(c) (a “Notified Action”), Parent and HII requires Satisfactory Guidance as a condition Spinco shall, subject to consenting Section 6.03(b), reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 6.01(c), unless Parent shall have waived the requirement to obtain such restricted action Ruling or Unqualified Tax Opinion. (b) Rulings or Unqualified Tax Opinions at Spinco's Request. Parent agrees that at the reasonable request of Spinco pursuant to Section 4.04(b6.01(c), HII Parent shall cooperate with Spinco and use commercially its reasonable best efforts to expeditiously seek to obtain, as expeditiously as possible, a Ruling from the IRS or assist SpinCo in obtainingan Unqualified Tax Opinion for the purpose of permitting Spinco to take the Notified Action; provided that, such Satisfactory Guidance. Notwithstanding notwithstanding anything to the foregoingcontrary herein, HII Parent shall not be required to take seek a Ruling from the IRS if it reasonably determines that it is unlikely to obtain such a Ruling or that seeking such a Ruling could result in adverse Tax consequences to Parent. Further, in no event shall Parent be required to file any action pursuant to Ruling Request under this Section 4.05(a6.03(b) ifunless Spinco represents that (A) it has read the Ruling Request, upon request, SpinCo fails to certify that and (B) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Spinco Group contained in the relevant Ruling Request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Spinco shall reimburse HII Parent for all reasonable out-of-pocket costs and expenses, including expenses relating to the utilization of Parent personnel, incurred by HII or any Subsidiary of HII the Parent Group in obtaining Satisfactory Guidance a Ruling or Unqualified Tax Opinion requested by Spinco within 10 business days ten Business Days after receiving an invoice from HII Parent therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Rulings or Unqualified Tax Opinions at Parent’s Request. Parent shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Parent determines to obtain a Ruling or an Unqualified Tax Opinion, Spinco shall (and shall cause each Affiliate of Spinco to) cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that Spinco shall not be required to make (or cause any Affiliate of Spinco to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Parent shall reimburse Spinco for all reasonable costs and expenses, including expenses relating to the utilization of Spinco personnel, incurred by the Spinco Group in connection with such cooperation within ten Business Days after receiving an invoice from Spinco therefor. (d) Spinco hereby agrees that Parent shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Ruling, and neither SpinCo nor any of its Affiliates that only Parent shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Ruling. In connection with any obtaining a Ruling relating pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this AgreementSection 6.03(b), HII (A) Parent shall (i) keep SpinCo Spinco informed in a timely manner of all material actions taken or proposed to be taken by HII, Parent in connection therewith; (iiB) Parent shall (1) reasonably in advance of the submission of any Ruling request Request documents provide SpinCo Spinco with a draft copy thereof, (2) reasonably consider SpinCoSpinco’s comments on such draftdraft copy, and (3) provide SpinCo Spinco with a final copy, ; and (iiiC) Parent shall provide SpinCo Spinco with notice reasonably in advance of, and permit SpinCo Spinco shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling. Neither Spinco nor any Spinco Affiliate directly or indirectly controlled by Spinco shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Separation or the Distribution (including the impact of any transaction on the Separation or the Distribution).

Procedures Regarding Opinions and Rulings. (a) If SpinCo notifies HII that it desires to take a restricted action described in Section 4.03(a) and HII requires Satisfactory Guidance as a condition to consenting to such restricted action pursuant to Section 4.04(b), HII shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII shall not be required to take any action pursuant to this Section 4.05(a) if, upon request, SpinCo fails to certify that all information and representations relating to SpinCo or any member of the SpinCo Group in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and shall reimburse HII for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from HII therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s SpinCo liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such Ruling.

Procedures Regarding Opinions and Rulings. (a) If SpinCo Spinco notifies HII Harbor that it desires to take a restricted action one of the actions described in Section 4.03(a6.02(b) and HII requires Satisfactory Guidance as (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII Harbor and Spinco shall use commercially reasonable efforts cooperate in obtaining a ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting Spinco to expeditiously obtaintake the Notified Action unless Harbor shall have waived in writing the requirement to obtain such ruling or Unqualified Tax Opinion. If a ruling from the IRS is to be sought, or assist SpinCo in obtaining, Harbor shall apply for such Satisfactory Guidanceruling and Harbor shall control the process of obtaining such ruling. Notwithstanding the foregoing, HII In no event shall not Harbor be required to take file any action pursuant to ruling request under this Section 4.05(a6.03(a) if, upon unless Spinco represents that (i) it has read such ruling request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo Spinco, its current or former shareholders or any member of the SpinCo Group Spinco Entity contained in the relevant such ruling request documents are (subject to any qualifications therein) true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that in all information and representations relating to such counterparty in the relevant documents are true, correct and completematerial respects. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Spinco shall reimburse HII Harbor for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII Harbor Entity in obtaining Satisfactory Guidance connection with any Notified Action within 10 business [15] days after receiving an invoice from HII Harbor therefor. (b) Notwithstanding anything herein Harbor shall have the right to the contraryobtain a supplemental ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Harbor notifies Spinco that it has determined to obtain such ruling or opinion, SpinCo Spinco shall not seek a Ruling (whether and shall cause each Spinco Entity to) cooperate with Harbor and take any and all actions reasonably requested by Harbor in connection with obtaining such ruling or not relating to the Transactions) if HII determines opinion (including by making any representation that there is a reasonable possibility that such action could have a significant adverse impact on HII true or any Subsidiary of HII. (c) HII reasonable covenant or providing any materials reasonably requested by the IRS or the law firm or accounting firm issuing such opinion). In connection with obtaining such ruling, Harbor shall apply for such ruling and shall have sole and exclusive control over the process of obtaining such ruling. Harbor shall reimburse Spinco for all reasonable out-of-pocket costs and expenses incurred by any Ruling relating to Spinco Entity in connection with any supplemental ruling or Unqualified Tax Opinion requested by Harbor within [15] days after receiving an invoice from Spinco therefor. (c) Except as expressly provided in this Agreement, following the Transactions and neither SpinCo nor any of its Affiliates Effective Time, no Spinco Entity shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Authority (subject to whether written, verbal or otherwise) at any time concerning any Covered Transaction (including the approval impact of the IRS any transaction or other relevant Taxing Authority, as applicable) that relate to such Rulingevent on any Covered Transaction).

Procedures Regarding Opinions and Rulings. (a) If SpinCo Xxxxxxxx 66 notifies HII ConocoPhillips that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a6.02(d) (a “Notified Action”), ConocoPhillips and HII requires Satisfactory Guidance as a condition Xxxxxxxx 66 shall reasonably cooperate to consenting attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 6.02(d), unless ConocoPhillips shall have waived the requirement to obtain such restricted action Ruling or Unqualified Tax Opinion. (b) Rulings or Unqualified Tax Opinions at Xxxxxxxx 66’s Request. ConocoPhillips agrees that at the reasonable request of Xxxxxxxx 66 pursuant to Section 4.04(b6.02(d), HII ConocoPhillips shall cooperate with Xxxxxxxx 66 and use commercially its reasonable best efforts to expeditiously seek to obtain, as expeditiously as possible, a Ruling from the IRS or assist SpinCo an Unqualified Tax Opinion for the purpose of permitting Xxxxxxxx 66 to take the Notified Action. Further, in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII no event shall not ConocoPhillips be required to take file any action pursuant to Ruling Request under this Section 4.05(a6.03(b) ifunless Xxxxxxxx 66 represents that (i) it has read the Ruling Request, upon request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Xxxxxxxx 66 Group, contained in the relevant Ruling Request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Xxxxxxxx 66 shall reimburse HII ConocoPhillips for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the ConocoPhillips Group in obtaining Satisfactory Guidance a Ruling or Unqualified Tax Opinion requested by Xxxxxxxx 66 within 10 business days ten Business Days after receiving an invoice from HII ConocoPhillips therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Rulings or Unqualified Tax Opinions at ConocoPhillips’ Request. ConocoPhillips shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If ConocoPhillips determines to obtain a Ruling or an Unqualified Tax Opinion, Xxxxxxxx 66 shall (and shall cause each Affiliate of Xxxxxxxx 66 to) cooperate with ConocoPhillips and take any and all actions reasonably requested by ConocoPhillips in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that Xxxxxxxx 66 shall not be required to make (or cause any Affiliate of Xxxxxxxx 66 to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). ConocoPhillips and Xxxxxxxx 66 shall each bear its own costs and expenses in obtaining a Ruling or an Unqualified Tax Opinion requested by ConocoPhillips. (d) Xxxxxxxx 66 hereby agrees that ConocoPhillips shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Ruling, and neither SpinCo nor any of its Affiliates that only ConocoPhillips shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Ruling. In connection with any obtaining a Ruling relating pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this AgreementSection 6.03(b), HII shall (i) ConocoPhillips shall keep SpinCo Xxxxxxxx 66 informed in a timely manner of all material actions taken or proposed to be taken by HII, ConocoPhillips in connection therewith; (ii) ConocoPhillips shall (A) reasonably in advance of the submission of any Ruling request Request documents provide SpinCo Xxxxxxxx 66 with a draft copy thereof, (B) reasonably consider SpinCoXxxxxxxx 66’s comments on such draftdraft copy, and (C) provide SpinCo Xxxxxxxx 66 with a final copy, ; and (iii) ConocoPhillips shall provide SpinCo Xxxxxxxx 66 with notice reasonably in advance of, and permit SpinCo Xxxxxxxx 66 shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling. Neither Xxxxxxxx 66 nor any Xxxxxxxx 66 Affiliate directly or indirectly controlled by Xxxxxxxx 66 shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Contribution, the Distribution, the Internal Contribution, the Internal Distribution (including the impact of any transaction on the Contribution, the Distribution, the Internal Contribution or the Internal Distribution) or any transaction referred to in Section 6.02(a)(ii).

Procedures Regarding Opinions and Rulings. (a) If SpinCo notifies HII that it desires to take a restricted action described in Section 4.03(a) and HII requires Satisfactory Guidance as a condition to consenting to such restricted action pursuant Subject to Section 4.04(b5.02(d), HII if RB Pharma may take certain actions conditioned upon the receipt of Satisfactory Guidance, Parent, at the request of RB Pharma, shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo RB Pharma in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII Parent shall not be required to take any action pursuant to this Section 4.05(a5.03(a) ifif RB Pharma fails to certify, upon request, SpinCo fails to certify that all information and representations relating to SpinCo or any member of the SpinCo RB Pharma Group in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and RB Pharma shall reimburse HII Parent for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII Parent Group in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from HII thereforGuidance. (b) Notwithstanding anything herein Parent shall have the right to the contrary, SpinCo shall not seek obtain a Ruling (whether from the IRS or not relating to the Transactions) if HII determines that there is an Unqualified Tax Opinion at any time in its sole discretion. Parent shall reimburse RB Pharma for all reasonable out-of-pocket costs and expenses incurred by RB Pharma Group in obtaining such a reasonable possibility that such action could have a significant adverse impact on HII Ruling or any Subsidiary of HIIUnqualified Tax Opinion. (c) HII Parent shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo RB Pharma nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority the IRS at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities of RB Pharma Group under this Agreement, HII Parent shall (i) keep SpinCo RB Pharma informed of all material actions taken or proposed to be taken by HII, Parent. (ii) reasonably in advance of the submission of any Ruling request provide SpinCo RB Pharma with a draft thereof, consider SpinCo’s RB Pharma’ s comments on such draft, and provide SpinCo RB Pharma with a final copy, and (iii) provide SpinCo RB Pharma with notice reasonably in advance of, and permit SpinCo RB Pharma to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling.

Procedures Regarding Opinions and Rulings. (a) If SpinCo Concentrix notifies HII SYNNEX that it desires to take a restricted action one of the actions described in clauses (i) through (vii) of Section 4.03(a7.02(d) (a “Notified Action”), SYNNEX and HII requires Satisfactory Guidance as a condition Concentrix shall reasonably cooperate to consenting attempt to obtain the Unqualified Tax Opinion referred to in Section 7.02(d), unless SYNNEX shall have waived the requirement to obtain such restricted action Unqualified Tax Opinion. . At the reasonable request of Concentrix pursuant to Section 4.04(b7.02(d), HII SYNNEX shall cooperate with Concentrix and use commercially its reasonable best efforts to expeditiously seek to obtain, as expeditiously as possible, an Unqualified Tax Opinion for the purpose of permitting Concentrix to take the Notified Action. Concentrix shall reimburse SYNNEX for all reasonable costs and expenses incurred by the SYNNEX Group in obtaining an Unqualified Tax Opinion requested by Concentrix within ten (10) Business Days after receiving an invoice from SYNNEX therefor. . SYNNEX shall have the right to obtain an Unqualified Tax Opinion at any time in its sole and absolute discretion. If SYNNEX determines to obtain an Unqualified Tax Opinion, Concentrix shall (and shall cause each Affiliate of Concentrix to) cooperate with SYNNEX and take any and all actions reasonably requested by SYNNEX in connection with obtaining the Unqualified Tax Opinion (including, without limitation, by making any representation or assist SpinCo in obtaining, such Satisfactory Guidance. Notwithstanding covenant or providing any materials or information requested by the foregoing, HII Tax Advisor; provided that Concentrix shall not be required to take make (or cause any action pursuant Affiliate of Concentrix to this Section 4.05(amake) if, upon request, SpinCo fails any representation or covenant that is inconsistent with historical facts or as to certify that all information future matters or events over which it has no control). SYNNEX and representations relating to SpinCo or any member of the SpinCo Group in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo Concentrix shall each bear all its own costs and expenses of securing any such Satisfactory Guidance and shall reimburse HII for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from HII thereforUnqualified Tax Opinion requested by SYNNEX. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such Ruling.

Procedures Regarding Opinions and Rulings. (a) If SpinCo Spinco notifies HII TDCC that it desires to take a restricted action one of the actions described in Section 4.03(a6.02(b) and HII requires Satisfactory Guidance as (a condition to consenting to such restricted action pursuant to Section 4.04(b“Notified Action”), HII TDCC shall cooperate with Spinco and use commercially its reasonable best efforts to expeditiously obtainseek to obtain a supplemental ruling from the IRS or permit Spinco to obtain an Unqualified Tax Opinion (on which TDCC may rely) for the purpose of permitting Spinco to take the Notified Action unless TDCC shall have waived the requirement to obtain such ruling or opinion. If such a ruling is to be sought, or assist SpinCo in obtaining, TDCC shall apply for such Satisfactory Guidanceruling and TDCC and Spinco shall jointly control the process of obtaining such ruling. Notwithstanding the foregoing, HII In no event shall not TDCC be required to take file any action pursuant to ruling request under this Section 4.05(a6.03(a) if, upon unless Spinco represents that (i) it has read such ruling request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Spinco Group, contained in the relevant such ruling request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Spinco shall reimburse HII TDCC for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the TDCC Group in obtaining Satisfactory Guidance a ruling or Unqualified Tax Opinion requested by Spinco within 10 business ten (10) days after receiving an invoice from HII TDCC therefor. (b) Notwithstanding anything herein TDCC shall have the right to obtain a supplemental ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion, unless the contraryTax position in question would have an adverse effect on Parent or Spinco. If such condition is satisfied and TDCC determines to obtain such ruling or opinion, SpinCo Spinco shall (and shall cause each Spinco Entity to) cooperate with TDCC and take any and all actions reasonably requested by TDCC in connection with obtaining such ruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the IRS or the law firm issuing such opinion); provided, that Spinco shall not seek be required to make (or cause a Ruling (whether Spinco Entity to make) any representation or not relating covenant that is untrue or inconsistent with historical facts, or that could adversely affect or restrict Spinco as to the Transactions) if HII determines that there is a reasonable possibility that future matters or events. In connection with obtaining such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII ruling, TDCC shall apply for such ruling and shall have sole and exclusive control over the process of obtaining any Ruling relating such ruling. TDCC shall reimburse Spinco for all reasonable costs and expenses incurred by the Spinco Group in cooperating with TDCC’s efforts to obtain a supplemental ruling or Unqualified Tax Opinion within ten (10) days after receiving an invoice from Spinco therefor (c) Except as provided in Sections 6.03(a) and (b), following the Transactions and Effective Time, neither SpinCo Spinco nor any of its Affiliates Spinco Affiliate shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Authority (subject to whether written, verbal or otherwise) at any time concerning the Contribution, the Distribution or the other Transactions (including the impact of any transaction on the Contribution, the Distribution or the other Transactions) without the prior approval of the IRS TDCC (such approval not to be unreasonably withheld, conditioned or other relevant Taxing Authority, as applicable) that relate to such Rulingdelayed).

Procedures Regarding Opinions and Rulings. (a) If SpinCo Spinco notifies HII Parent that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a6.01(c) (a “Notified Action”), Parent and HII requires Satisfactory Guidance as a condition Spinco shall, subject to consenting Section 6.03(b), reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 6.01(c), unless Parent shall have waived the requirement to obtain such restricted action Ruling or Unqualified Tax Opinion. (b) Rulings or Unqualified Tax Opinions at Spinco’s Request. Parent agrees that at the reasonable request of Spinco pursuant to Section 4.04(b6.01(c), HII Parent shall cooperate with Spinco and use commercially its reasonable best efforts to expeditiously seek to obtain, as expeditiously as possible, a Ruling from the IRS or assist SpinCo in obtainingan Unqualified Tax Opinion for the purpose of permitting Spinco to take the Notified Action; provided that, such Satisfactory Guidance. Notwithstanding notwithstanding anything to the foregoingcontrary herein, HII Parent shall not be required to take seek a Ruling from the IRS if it reasonably determines that it is unlikely to obtain such a Ruling or that seeking such a Ruling could result in adverse Tax consequences to Parent. Further, in no event shall Parent be required to file any action pursuant to Ruling Request under this Section 4.05(a6.03(b) ifunless Spinco represents that (A) it has read the Ruling Request, upon request, SpinCo fails to certify that and (B) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Spinco Group, contained in the relevant Ruling Request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Spinco shall reimburse HII Parent for all reasonable out-of-pocket costs and expenses, including expenses relating to the utilization of Parent personnel, incurred by HII or any Subsidiary of HII the Parent Group in obtaining Satisfactory Guidance a Ruling or Unqualified Tax Opinion requested by Spinco within 10 business days ten Business Days after receiving an invoice from HII Parent therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Rulings or Unqualified Tax Opinions at Parent’s Request. Parent shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Parent determines to obtain a Ruling or an Unqualified Tax Opinion, Spinco shall (and shall cause each Affiliate of Spinco to) cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that Spinco shall not be required to make (or cause any Affiliate of Spinco to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Parent shall reimburse Spinco for all reasonable costs and expenses, including expenses relating to the utilization of Spinco personnel, incurred by the Spinco Group in connection with such cooperation within ten Business Days after receiving an invoice from Spinco therefor. (d) Spinco hereby agrees that Parent shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Ruling, and neither SpinCo nor any of its Affiliates that only Parent shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Ruling. In connection with any obtaining a Ruling relating pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this AgreementSection 6.03(b), HII (A) Parent shall (i) keep SpinCo Spinco informed in a timely manner of all material actions taken or proposed to be taken by HII, Parent in connection therewith; (iiB) Parent shall (1) reasonably in advance of the submission of any Ruling request Request documents provide SpinCo Spinco with a draft copy thereof, (2) reasonably consider SpinCoSpinco’s comments on such draftdraft copy, and (3) provide SpinCo Spinco with a final copy, ; and (iiiC) Parent shall provide SpinCo Spinco with notice reasonably in advance of, and permit SpinCo Spinco shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling. Neither Spinco nor any Spinco Affiliate directly or indirectly controlled by Spinco shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Separation or the Distribution (including the impact of any transaction on the Separation or the Distribution).

Procedures Regarding Opinions and Rulings. (a) If SpinCo notifies HII EPC that it desires to take a restricted action one of the actions described in clauses (i) through (vii) of Section 4.03(a7.02(d) (a “Notified Action”), EPC and HII requires Satisfactory Guidance as a condition SpinCo shall reasonably cooperate to consenting attempt to obtain the private letter ruling or Unqualified Tax Opinion referred to in Section 7.02(d), unless EPC shall have waived the requirement to obtain such restricted action private letter ruling or Unqualified Tax Opinion. (b) Rulings or Unqualified Tax Opinions at SpinCo’s Request. At the reasonable request of SpinCo pursuant to Section 4.04(b7.02(d), HII EPC shall cooperate with SpinCo and use commercially its reasonable best efforts to expeditiously seek to obtain, as expeditiously as possible, a private letter ruling from the IRS (and/or any other applicable Tax Authority, or assist if applicable, a supplemental private letter ruling) or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Further, in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII no event shall not EPC be required to take file any action pursuant to request for a private letter ruling under this Section 4.05(a7.04(b) ifunless SpinCo represents that (A) it has reviewed the request for such private letter ruling, upon request, SpinCo fails to certify that and (B) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Group, contained in the relevant related private letter ruling documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and shall reimburse HII EPC for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the EPC Group in obtaining Satisfactory Guidance a private letter ruling or Unqualified Tax Opinion requested by SpinCo within 10 business days ten Business Days after receiving an invoice from HII EPC therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Rulings or Unqualified Tax Opinions at EPC’s Request. EPC shall have the right to obtain a private letter ruling from the IRS (and/or any other applicable Tax Authority, or if applicable, a supplemental private letter ruling) or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If EPC determines to obtain a private letter ruling or an Unqualified Tax Opinion, SpinCo shall (and shall cause each Affiliate of SpinCo to) cooperate with EPC and take any and all actions reasonably requested by EPC in connection with obtaining the private letter ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that SpinCo shall not be required to make (or cause any Affiliate of SpinCo to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). EPC and SpinCo shall each bear its own costs and expenses in obtaining a private letter ruling or an Unqualified Tax Opinion requested by EPC. (d) SpinCo hereby agrees that EPC shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions private letter ruling, and neither SpinCo nor any of its Affiliates that only EPC shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a private letter ruling. In connection with any Ruling relating obtaining a private letter ruling pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this AgreementSection 7.04(b), HII (A) EPC shall (i) keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by HII, EPC in connection therewith; (iiB) EPC shall (1) reasonably in advance of the submission of any Ruling request related private letter ruling documents provide SpinCo with a draft copy thereof, (2) reasonably consider SpinCo’s comments on such draftdraft copy, and (3) provide SpinCo with a final copy, ; and (iiiC) EPC shall provide SpinCo with notice reasonably in advance of, and permit SpinCo shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Rulingprivate letter ruling. Neither SpinCo nor any SpinCo Affiliate directly or indirectly controlled by SpinCo shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Contribution and the Distribution, the First Internal Contribution and the First Internal Distribution, the Second Internal Contribution and the Second Internal Distribution, or any Material Foreign Distribution (including the impact of any transaction on any of the foregoing).

Procedures Regarding Opinions and Rulings. (ai) If SpinCo Kenvue notifies HII J&J that it desires to take a restricted action described in Section 4.03(a4.04(a) and HII requires seeks Satisfactory Guidance as a condition to consenting to such restricted action pursuant to for purposes of Section 4.04(b4.04(c), HII J&J, at the request of Kenvue, shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo Kenvue in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII J&J shall not be required to take any action pursuant to this Section 4.05(a4.04(d) if, upon request, SpinCo Kenvue fails to certify that all information and representations relating to SpinCo Kenvue or any member of the SpinCo Group its Affiliates in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo Kenvue shall bear reimburse J&J for all reasonable out-of- pocket costs and expenses incurred by J&J or any of securing its Affiliates in obtaining Satisfactory Guidance within 60 calendar days after receiving an invoice from J&J therefor. (ii) J&J shall have the right to obtain a Ruling, any other guidance from any Taxing Authority or an opinion of a Tax Advisor relating to the Transactions at any time in J&J’s sole discretion. Kenvue, at the request of J&J, shall use commercially reasonable efforts to expeditiously obtain, or assist J&J in obtaining, any such Satisfactory Guidance Ruling, other guidance or opinion; provided, however, that Kenvue shall not be required to make any representation or covenant that it does not reasonably believe is (and will continue to be) true, accurate and consistent with historical facts. J&J shall reimburse HII Kenvue for all reasonable out-of-pocket costs and expenses incurred by HII Kenvue or any Subsidiary of HII its Affiliates in obtaining Satisfactory Guidance any such Ruling, other guidance or opinion requested by J&J within 10 business days Business Days after receiving an invoice from HII Kenvue therefor. (biii) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII J&J shall have exclusive control over the process of obtaining any Ruling relating to or other guidance from any Taxing Authority concerning the Transactions Transactions, and neither SpinCo nor any of its Affiliates Kenvue shall not independently seek any Ruling or other guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating requested by Kenvue pursuant to the Transactions Section 4.04(d) or that can reasonably be expected to affect SpinCoKenvue’s liabilities under this Agreement, HII J&J shall (iA) keep SpinCo Kenvue informed of all material actions taken or proposed to be taken by HIIJ&J, (iiB) reasonably in advance of the submission of any Ruling ruling request provide SpinCo Kenvue with a draft thereof, consider SpinCoXxxxxx’s comments on such draft, draft and provide SpinCo Kenvue with a final copy, copy thereof and (iiiC) provide SpinCo Kenvue with notice reasonably in advance of, and (subject to the approval of the IRS or other applicable Taxing Authority) permit SpinCo Kenvue to attend, any formally scheduled meetings with the IRS or other relevant applicable Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such Ruling. (iv) Notwithstanding anything herein to the contrary, Kenvue shall not seek a Ruling or any other guidance from a Taxing Authority with respect to a Pre-Distribution Period (whether or not relating to the Transactions).

Procedures Regarding Opinions and Rulings. (a) If RMT Parent or SpinCo notifies HII GPC that it desires to take a restricted action one of the actions described in Section 4.03(a) and HII requires Satisfactory Guidance as a condition to consenting to such restricted action pursuant to Section 4.04(b6.02(b), HII Section 6.02(c) or Section 6.02(e) (a “Notified Action”), GPC, SpinCo and RMT Parent shall use commercially reasonable efforts cooperate in obtaining a ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting SpinCo to expeditiously obtaintake the Notified Action unless GPC shall have waived in writing the requirement to obtain such ruling or Unqualified Tax Opinion. If a ruling from the IRS is to be sought, or assist SpinCo in obtaining, GPC shall apply for such Satisfactory Guidanceruling and GPC shall control the process of obtaining such ruling. Notwithstanding the foregoing, HII In no event shall not GPC be required to take file any action pursuant to ruling request under this Section 4.05(a6.03(a) if, upon unless each of RMT Parent and SpinCo represents that (i) it has read such ruling request, SpinCo fails to certify that and (ii) all information and representations representations, if any, relating to SpinCo SpinCo, its current or former shareholders or any member of the SpinCo RMT Parent Group Entity contained in the relevant such ruling request documents are (subject to any qualifications therein) true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that in all information and representations relating to such counterparty in the relevant documents are true, correct and completematerial respects. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and RMT Parent shall reimburse HII GPC for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII GPC Group Entity in obtaining Satisfactory Guidance connection with any Notified Action within 10 business ten (10) days after receiving an invoice from HII GPC therefor. (ba) Notwithstanding anything herein GPC shall have the right to the contrary, SpinCo shall not seek obtain a Ruling (whether or not ruling relating to the TransactionsIntended Tax Treatment or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If GPC notifies RMT Parent or SpinCo that it has determined to obtain such ruling or opinion, RMT Parent and SpinCo shall (and shall cause each RMT Parent Group Entity to) if HII determines cooperate with GPC and take any and all actions reasonably requested by GPC in connection with obtaining such ruling or opinion (including by making any representation that there is a reasonable possibility that such action could have a significant adverse impact on HII true or any Subsidiary of HII. (c) HII reasonable covenant or providing any materials reasonably requested by the IRS or the law firm issuing such opinion). In connection with obtaining such ruling, GPC shall apply for such ruling and shall have sole and exclusive control over the process of obtaining such ruling. GPC shall reimburse RMT Parent for all reasonable out-of-pocket costs and expenses incurred by any Ruling relating to RMT Parent Group Entity in connection with any ruling or Unqualified Tax Opinion requested by GPC within ten (10) days after receiving an invoice from RMT Parent therefor. (b) Except as provided in Section 6.03(a) or (b), following the Transactions and neither SpinCo nor any of its Affiliates Distribution Effective Time, no RMT Parent Group Entity shall independently voluntarily seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or any other relevant Taxing Authority (subject to whether written, verbal or otherwise) concerning the approval Intended Tax Treatment of the IRS SPR HoldCo Exchange (if applicable), the Distribution or other relevant Taxing Authority, as applicable) that relate to such Rulingthe Merger.

Procedures Regarding Opinions and Rulings. (a) If SpinCo Adient notifies HII Xxxxxxx Controls that it desires to take a restricted action one of the actions described in Section 4.03(a6.01(d) (a “Notified Action”) during the Restricted Period, Xxxxxxx Controls and HII requires Satisfactory Guidance as a condition Adient shall reasonably cooperate to consenting attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 6.01(d), unless Xxxxxxx Controls shall have waived the requirement to obtain such restricted action Ruling or Unqualified Tax Opinion. (b) Unless Xxxxxxx Controls shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion, at the reasonable request of Adient pursuant to Section 4.04(b6.01(d), HII Xxxxxxx Controls shall cooperate with Adient and use commercially reasonable efforts to expeditiously seek to obtain, as expeditiously as possible, a Ruling or assist SpinCo an Unqualified Tax Opinion for the purpose of permitting Adient or Old Xxxxxxx Controls Internal Controlled, as applicable, to take the (c) Xxxxxxx Controls shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in obtainingits sole and absolute discretion. If Xxxxxxx Controls determines to obtain a Ruling or an Unqualified Tax Opinion, such Satisfactory Guidance. Notwithstanding Adient shall (and shall cause each Affiliate of Adient to) cooperate with Xxxxxxx Controls and take any and all actions reasonably requested by Xxxxxxx Controls in connection with obtaining the foregoingRuling or Unqualified Tax Opinion (including, HII without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or other applicable Tax Authority, or Tax Advisor; provided that Adient shall not be required to take make (or cause any action pursuant Affiliate of Adient to this Section 4.05(amake) if, upon request, SpinCo fails any representation or covenant that is inconsistent with historical facts or as to certify that all information and representations relating to SpinCo future matters or any member of the SpinCo Group in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and completeevents over which it has no control). SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Xxxxxxx Controls shall reimburse HII Adient for all reasonable costs and expenses, including out-of-pocket costs expenses and expenses relating to the utilization of Adient personnel, incurred by HII or any Subsidiary of HII the Adient Group in obtaining Satisfactory Guidance connection with such cooperation requested by Xxxxxxx Controls within 10 business days ten (10) Business Days after receiving an invoice from HII Adient therefor. (bd) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Xxxxxxx Controls shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Ruling, and neither SpinCo nor any of its Affiliates only Xxxxxxx Controls shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Ruling. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreementobtaining a Ruling, HII (A) Xxxxxxx Controls shall (i) keep SpinCo Adient informed in a timely manner of all material actions taken or proposed to be taken by HII, Xxxxxxx Controls in connection therewith; (iiB) Xxxxxxx Controls shall (1) reasonably in advance of the submission of any request for a Ruling request provide SpinCo Adient with a draft copy thereof, (2) reasonably consider SpinCoAdient’s comments on such draftdraft copy, and (3) provide SpinCo Adient with a final copy, ; and (iiiC) Xxxxxxx Controls shall provide SpinCo Adient with notice reasonably in advance of, and permit SpinCo Adient shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing applicable Tax Authority (subject to the approval of the IRS or other relevant Taxing applicable Tax Authority, as applicable) that relate to such Ruling. Neither Adient nor any Adient Affiliate directly or indirectly controlled by Adient shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning any of the Separation Transactions (including the impact of any transaction on any of the Separation Transactions).

Procedures Regarding Opinions and Rulings. (a) If SpinCo Chemours notifies HII DuPont that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a6.01(b) or clause (i) or (ii) or Section 6.01(f) (a "Notified Action"), DuPont and HII requires Satisfactory Guidance as a condition Chemours shall reasonably cooperate to consenting attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 6.01(b) or (f), unless DuPont shall have waived the requirement to obtain such restricted action Ruling or Unqualified Tax Opinion. (b) Rulings or Unqualified Tax Opinions at Chemours' Request. DuPont agrees that at the reasonable request of Chemours pursuant to Section 4.04(b6.01(b) or (f), HII DuPont shall cooperate with Chemours and use commercially reasonable efforts to expeditiously seek to obtain, as expeditiously as possible, a Ruling from the IRS or assist SpinCo an Unqualified Tax Opinion for the purpose of permitting Chemours to take the Notified Action. Further, in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII no event shall not DuPont be required to take file any action pursuant to Ruling Request under this Section 4.05(a6.03(b) ifunless Chemours represents that (A) it has read the Ruling Request, upon request, SpinCo fails to certify that and (B) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Chemours Group, contained in the relevant Ruling Request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Chemours shall reimburse HII DuPont for all reasonable out-of-pocket costs and expenses, including expenses relating to the utilization of DuPont personnel, incurred by HII or any Subsidiary of HII the DuPont Group in obtaining Satisfactory Guidance a Ruling or Unqualified Tax Opinion requested by Chemours within 10 business days ten Business Days after receiving an invoice from HII DuPont therefor. . 21 (bc) Notwithstanding anything herein Rulings or Unqualified Tax Opinions at DuPont's Request. DuPont shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If DuPont determines to obtain a Ruling or an Unqualified Tax Opinion, Chemours shall (and shall cause each Affiliate of Chemours to) cooperate with DuPont and take any and all actions reasonably requested by DuPont in connection with obtaining the contraryRuling or Unqualified Tax Opinion (including, SpinCo without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that Chemours shall not seek a Ruling be required to make (whether or not cause any Affiliate of Chemours to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). DuPont shall reimburse Chemours for all reasonable costs and expenses, including expenses relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary utilization of HII. (c) HII shall have exclusive control over Chemours personnel, incurred by the process of obtaining any Ruling relating to the Transactions and neither SpinCo nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In Chemours Group in connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such Rulingcooperation within ten Business Days after receiving an invoice from Chemours therefor.

Procedures Regarding Opinions and Rulings. (ai) If SpinCo Kenvue notifies HII J&J that it desires to take a restricted action described in Section 4.03(a4.04(a) and HII requires seeks Satisfactory Guidance as a condition to consenting to such restricted action pursuant to for purposes of Section 4.04(b4.04(c), HII J&J, at the request of Kenvue, shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo Kenvue in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII J&J shall not be required to take any action pursuant to this Section 4.05(a4.04(d) if, upon request, SpinCo Kenvue fails to certify that all information and representations relating to SpinCo Kenvue or any member of the SpinCo Group its Affiliates in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Kenvue shall reimburse HII J&J for all reasonable out-of-pocket costs and expenses incurred by HII J&J or any Subsidiary of HII its Affiliates in obtaining Satisfactory Guidance within 10 business 60 days after receiving an invoice from HII J&J xxxxxxxx. (ii) J&J shall have the right to obtain a Ruling, any other guidance from any Taxing Authority or an opinion of a Tax Advisor relating to the Transactions at any time in J&J’s sole discretion. Kenvue, at the request of J&J, shall use commercially reasonable efforts to expeditiously obtain, or assist J&J in obtaining, any such Ruling, other guidance or opinion; provided, however, that Kenvue shall not be required to make any representation or covenant that it does not reasonably believe is (and will continue to be) true, accurate and consistent with historical facts. J&J shall reimburse Kenvue for all reasonable out-of-pocket costs and expenses incurred by Kenvue or any of its Affiliates in obtaining any such Ruling, other guidance or opinion requested by J&J within 10 Business Days after receiving an invoice from Kenvue therefor. (biii) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII J&J shall have exclusive control over the process of obtaining any Ruling relating to or other guidance from any Taxing Authority concerning the Transactions Transactions, and neither SpinCo nor any of its Affiliates Kenvue shall not independently seek any Ruling or other guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating requested by Kenvue pursuant to the Transactions Section 4.04(d) or that can reasonably be expected to affect SpinCoKenvue’s liabilities under this Agreement, HII J&J shall (iA) keep SpinCo Kenvue informed of all material actions taken or proposed to be taken by HIIJ&J, (iiB) reasonably in advance of the submission of any Ruling ruling request provide SpinCo Kenvue with a draft thereof, consider SpinCoXxxxxx’s comments on such draft, draft and provide SpinCo Kenvue with a final copy, copy thereof and (iiiC) provide SpinCo Kenvue with notice reasonably in advance of, and (subject to the approval of the IRS or other applicable Taxing Authority) permit SpinCo Kenvue to attend, any formally scheduled meetings with the IRS or other relevant applicable Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such Ruling. (iv) Notwithstanding anything herein to the contrary, Kenvue shall not seek a Ruling or any other guidance from a Taxing Authority with respect to a Pre-Distribution Period (whether or not relating to the Transactions).

Procedures Regarding Opinions and Rulings. (a) If SpinCo notifies HII Parent that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a7.02(d) (a “Notified Action”), Parent and HII requires Satisfactory Guidance as a condition SpinCo shall reasonably cooperate to consenting attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.02(d), unless Parent shall have waived the requirement to obtain such restricted action Ruling or Unqualified Tax Opinion. (b) Rulings or Unqualified Tax Opinions at SpinCo’s Request. Parent agrees that at the reasonable request of SpinCo pursuant to Section 4.04(b7.02(d), HII Parent shall cooperate with SpinCo and use commercially its reasonable efforts to expeditiously seek to obtain, as expeditiously as possible, a Ruling from the IRS or assist an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Further, in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII no event shall not Parent be required to take file a request for any action pursuant to such Ruling under this Section 4.05(a7.04(b) if, upon unless SpinCo represents that (A) it has read such request, SpinCo fails to certify that and (B) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Group, contained in the relevant such request (or in any documents relating thereto) are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and shall reimburse HII Parent for all reasonable out-of-pocket costs and expenses incurred by HII or the Parent Group in preparing and filing any Subsidiary of HII such request and in obtaining Satisfactory Guidance a Ruling or Unqualified Tax Opinion requested by SpinCo within 10 business days ten Business Days after receiving an invoice from HII Parent therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Rulings or Unqualified Tax Opinions at Parent’s Request. Parent shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Parent determines to obtain a Ruling or an Unqualified Tax Opinion, SpinCo shall (and shall cause each Affiliate of SpinCo to) cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that SpinCo shall not be required to make (or cause any Affiliate of SpinCo to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Parent and SpinCo shall each bear its own costs and expenses in obtaining a Ruling or an Unqualified Tax Opinion requested by Parent. (d) SpinCo hereby agrees that Parent shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Ruling, and neither SpinCo nor any of its Affiliates that only Parent shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Ruling. In connection with any obtaining a Ruling relating pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this AgreementSection 7.04(b), HII (A) Parent shall (i) keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by HII, Parent in connection therewith; (iiB) Parent shall (1) reasonably in advance of the submission of any Ruling documents relating to the request for such Ruling, provide SpinCo with a draft copy thereof, (2) reasonably consider SpinCo’s comments on such draftdraft copy, and (3) provide SpinCo with a final copy, ; and (iiiC) Parent shall provide SpinCo with notice reasonably in advance of, and permit SpinCo shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling. Neither SpinCo nor any SpinCo Affiliate directly or indirectly controlled by SpinCo shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Internal Distribution, the Contribution or the Distribution (including the impact of any transaction on the Internal Distribution, the Contribution or the Distribution) or the Transactions.

Procedures Regarding Opinions and Rulings. (a) If SpinCo Corner Store notifies HII Valero that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a7.02(d) (a “Notified Action”), Valero and HII requires Satisfactory Guidance as a condition Corner Store shall reasonably cooperate to consenting attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.02(d), unless Valero shall have waived the requirement to obtain such restricted action Ruling or Unqualified Tax Opinion. (b) Rulings or Unqualified Tax Opinions at Corner Store’s Request. Valero agrees that at the reasonable request of Corner Store pursuant to Section 4.04(b7.02(d), HII Valero shall cooperate with Corner Store and use commercially its reasonable best efforts to expeditiously seek to obtain, as expeditiously as possible, a Ruling from the IRS or assist SpinCo an Unqualified Tax Opinion for the purpose of permitting Corner Store to take the Notified Action. Further, in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII no event shall not Valero be required to take file any action pursuant to Ruling Request under this Section 4.05(a7.04(b) ifunless Corner Store represents that (A) it has read the Ruling Request, upon request, SpinCo fails to certify that and (B) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Corner Store Group, contained in the relevant Ruling Request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and Corner Store shall reimburse HII Valero for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Valero Group in obtaining Satisfactory Guidance a Ruling or Unqualified Tax Opinion requested by Corner Store within ten Business Days after receiving an invoice from Valero therefor. (c) Rulings or Unqualified Tax Opinions at Valero’s Request. Valero shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Valero determines to obtain a Ruling or an Unqualified Tax Opinion, Corner Store shall (and shall cause each Affiliate of Corner Store to) cooperate with Valero and take any and all actions reasonably requested by Valero in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that Corner Store shall not be required to make (or cause any Affiliate of Corner Store to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Valero shall reimburse Corner Store for all reasonable costs and expenses incurred by the Corner Store Group in obtaining a Ruling or an Unqualified Tax Opinion requested by Valero within 10 business days after receiving an invoice from HII Corner Store therefor. (bd) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines Corner Store hereby agrees that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Valero shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Ruling, and neither SpinCo nor any of its Affiliates that only Valero shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Ruling. In connection with any obtaining a Ruling relating pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this AgreementSection 7.04(b), HII (A) Valero shall (i) keep SpinCo Corner Store informed in a timely manner of all material actions taken or proposed to be taken by HII, Valero in connection therewith; (iiB) Valero shall (1) reasonably in advance of the submission of any Ruling request Request documents provide SpinCo Corner Store with a draft copy thereof, (2) reasonably consider SpinCoCorner Store’s comments on such draftdraft copy, and (3) provide SpinCo Corner Store with a final copy, ; and (iiiC) Valero shall provide SpinCo Corner Store with notice reasonably in advance of, and permit SpinCo Corner Store shall have the right to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicableIRS) that relate to such Ruling. Neither Corner Store nor any Corner Store Affiliate directly or indirectly controlled by Corner Store shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Contribution or the Distribution (including the impact of any transaction on the Contribution or the Distribution) or any transaction listed on Schedule 7.02(a).

Procedures Regarding Opinions and Rulings. (a) If SpinCo notifies HII Motorola that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a7.02(d) (a “Notified Action”), Motorola and HII requires Satisfactory Guidance as a condition SpinCo shall reasonably cooperate to consenting attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.02(d), unless Motorola shall have waived the requirement to obtain such restricted action Ruling or Unqualified Tax Opinion. (b) Rulings or Unqualified Tax Opinions at SpinCo’s Request. Motorola agrees that at the reasonable request of SpinCo pursuant to Section 4.04(b7.02(d), HII Motorola shall cooperate with SpinCo and use commercially its reasonable best efforts to expeditiously seek to obtain, as expeditiously as possible, a Ruling from the IRS or assist an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Further, in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII no event shall not Motorola be required to take file any action pursuant to Ruling Request under this Section 4.05(a7.04(b) ifunless SpinCo represents that (A) it has read the Ruling Request, upon request, SpinCo fails to certify that and (B) all information and representations representations, if any, relating to SpinCo or any member of the SpinCo Group Group, contained in the relevant Ruling Request documents are true, correct and complete or fails to obtain certification from any counterparty (subject to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are qualifications therein) true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and shall reimburse HII Motorola for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII the Motorola Group in obtaining Satisfactory Guidance a Ruling or Unqualified Tax Opinion requested by SpinCo within 10 business days ten Business Days after receiving an invoice from HII Motorola therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII Rulings or Unqualified Tax Opinions at Motorola’s Request. Motorola shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Motorola determines to obtain a Ruling or an Unqualified Tax Opinion, SpinCo shall (and shall cause each Affiliate of SpinCo to) cooperate with Motorola and take any and all actions reasonably requested by Motorola in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that SpinCo shall not be required to make (or cause any Affiliate of SpinCo to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Motorola and SpinCo shall each bear its own costs and expenses in obtaining a Ruling or an Unqualified Tax Opinion requested by Motorola. (d) SpinCo hereby agrees that Motorola shall have sole and exclusive control over the process of obtaining any Ruling relating to the Transactions Ruling, and neither SpinCo nor any of its Affiliates that only Motorola shall independently seek any guidance concerning the Transactions from any Taxing Authority at any timeapply for a Ruling. In connection with any obtaining a Ruling relating pursuant to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this AgreementSection 7.04(b), HII (A) Motorola shall (i) keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by HII, Motorola in connection therewith; (iiB) Motorola shall (1) reasonably in advance of the submission of any Ruling request Request documents provide SpinCo with a draft copy thereof, (2) reasonably consider SpinCo’s comments on such draftdraft copy, and (3) provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such Ruling.; and

Procedures Regarding Opinions and Rulings. (a) If Product SpinCo notifies HII IP RemainCo that it desires to take a restricted action one of the actions described in clauses (i) through (vi) of Section 4.03(a) and HII requires Satisfactory Guidance as a condition to consenting to such restricted action pursuant to Section 4.04(b7.01(c), HII IP RemainCo and Product SpinCo shall use commercially reasonable efforts reasonably cooperate to expeditiously obtainattempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.01(c), unless IP RemainCo shall have waived the requirement to obtain such Ruling or assist Unqualified Tax Opinion. If such a Ruling is to be sought, Product SpinCo shall apply for such Ruling and IP RemainCo shall jointly control the process of obtaining such Ruling. IP RemainCo shall take any and all actions reasonably requested by Product SpinCo in obtainingconnection with obtaining such Ruling or Unqualified Tax Opinion (including by making any representation or reasonable covenant or providing any materials requested by the IRS in connection with such Ruling or the Tax Advisor issuing such Unqualified Tax Opinion); provided, such Satisfactory Guidance. Notwithstanding the foregoing, HII that IP RemainCo shall not be required to take make (or cause any action pursuant of its Affiliates to make) any representation or covenant that is untrue or inconsistent with historical facts, or as to future matters or events over which it has no control (in each case, as determined by IP RemainCo in its reasonable discretion). In no event shall Product SpinCo be permitted to file any request for a Ruling under this Section 4.05(a) if7.03 unless IP RemainCo has approved such request (such approval not to be unreasonably withheld, upon requestconditioned, SpinCo fails to certify that all information and representations relating to SpinCo or any member of the SpinCo Group in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and completedelayed). Product SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and shall reimburse HII IP RemainCo for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII IP RemainCo and its Affiliates in obtaining Satisfactory Guidance or seeking to obtain a Ruling or Unqualified Tax Opinion requested by Product SpinCo within 10 business days ten (10) Business Days after receiving an invoice from HII IP RemainCo therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such Ruling.