Common use of TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS Clause in Contracts

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Except as provided in Section 4.01, TCCC and the members of the CCE Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) (i) all Taxes for any Post-Closing Period attributable to any member of the CCE Group or the North American Business, other than (A) Taxes arising as a result of the Separation Transactions (including the Merger), or any transaction incidental thereto entered into for the purpose of effecting the Separation Transactions, as mutually agreed by the Parties, except to the extent such Taxes are described in clause (ii) or arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement or the Merger Agreement by TCCC or any of its Subsidiaries or, following the Effective Time, any member of the CCE Group, and (ii) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do not arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by TCCC, Splitco or any of their Subsidiaries (collectively, the “TCCC Taxes”). (b) Except as provided in Section 4.01, Splitco and the members of the Splitco Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) (i) all Taxes attributable to any member of the Splitco Group or the Other CCE Businesses, (ii) all Taxes for any Pre-Closing Period attributable to any member of the CCE Group or the North American Business, (iii) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do no arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by TCCC, Splitco or any of their Subsidiaries, and (iv) the Taxes described in Section 2.03(a)(i)(A) (collectively, the “Splitco Taxes”). (c) In order to apportion appropriately any Taxes relating to a tax period that would otherwise be a Straddle Period between the portion of such period ending as of the end of the Closing Date and the portion of such period beginning after the Closing Date, the Parties shall, to the extent permitted under applicable Law, elect with the relevant Governmental Entity to treat for all Tax purposes the Closing Date as the last day of a taxable year (in which case such period will not be a Straddle Period). In the case of any Taxes for a Straddle Period for which such election to close the taxable year is not permitted, the portion of such Taxes that is allocable to the portion of the Straddle Period ending as of the end of the Closing Date shall be: (i) in the case of ad valorem or similar Taxes that are imposed on a periodic basis, an amount equal to the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the Straddle Period prior to and including the Closing Date and the denominator of which is the number of days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in (i) (such as Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), deemed equal to the amount that would be payable if the Taxable Year ended on and included the Closing Date. Any income, deductions, gains or losses recognized on transactions not in the ordinary course of business on or prior to the Effective Time will be allocated to the Pre-Closing Period, and any income, deductions, gains or losses recognized on any transactions not in the ordinary course of business after the Effective Time (including after the Effective Time but on the Closing Date) will be allocated to the Post-Closing Period. (d) Notwithstanding anything else to the contrary contained herein, in the Merger Agreement or in any Ancillary Agreement, the Parties agree to allocate the Tax Benefits resulting from the employee benefit items set forth on Schedule 2.03(d) (“Employee Benefit Tax Items”) in accordance therewith. Unless and until there has been a Final Determination to the contrary or a change in Law as a result of which there is not substantial authority in support of such allocation, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with the allocation of Employee Benefit Tax Items between the CCE Group and the Splitco Group as set forth in this Section 2.03(d). To the extent that the Party entitled under applicable Law to an Employee Benefit Tax Item is determined, pursuant to a Final Determination or a change in Law as a result of which there is not substantial authority in support of the agreed allocation as provided in Schedule 2.03(d), to be other than the Party entitled to such Employee Benefit Tax Item under Schedule 2.03(d), the Party entitled to such Employee Benefit Tax Item under applicable Law shall pay the other Party the amount of any Tax Benefit actually realized with respect to such Employee Benefit Tax Item within thirty (30) days following the filing date of a Tax Return which reflects the realization of such Tax Benefit item. (e) Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations in this Agreement, (i) any and all prior Tax sharing or allocation agreements or practices between any member of the CCE Group, on one hand, and any member of the Splitco Group, on the other hand, shall be terminated as of or before the Effective Time, and no member of one group shall have any continuing rights or obligations thereunder with respect to any member of the other group and (ii) any and all powers of attorney with respect to any member of the CCE Group shall be terminated as of or before the Effective Time, and no member of the CCE Group shall have any continuing obligations thereunder.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Except as provided in Section 4.01, TCCC CPEX and the members of the CCE CPEX Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash of or applied against future Tax obligations) credit for) all Taxes (i) all Taxes for any Post-Closing Period that are attributable to any member of the CCE CPEX Group or the North American CPEX Business for any taxable period, in accordance with the principles set forth in Section 2.01(a)(4), provided, however, that (x) the determination of any such Taxes for any Pre-Distribution Period shall be made treating the CPEX Group or the CPEX Business, other than (A) Taxes arising as applicable, as a result stand-alone corporation, using methods and conventions consistent with past practices, (y) such Taxes shall not include any Taxes incurred by any member of any Group in connection with either the Contribution or the Distribution, and (z) such Taxes shall be net of any Tax attributes attributable to the CPEX Group, the CPEX Business or the Bentley Group that are available as of the Separation Transactions (including the Merger), or any transaction incidental thereto entered into for the purpose close of effecting the Separation Transactions, as mutually agreed by the Parties, except to the extent such Taxes are described in clause (ii) or arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement or the Merger Agreement Date (taking into account any Tax liability incurred by TCCC or any of its Subsidiaries or, following the Effective Time, any member of the CCE GroupBentley Group in connection with either the Contribution or the Distribution) to reduce (whether or not they actually reduce as of such date) the Tax Liability of any member of any Group for any Pre-Distribution Period or any member of the Bentley Group for any Post-Distribution Period, and or (ii) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do not arise as a result of resulting from any breach of or inaccuracy in any representation, covenant or obligation of any other obligation contained in member of the Tax Materials or CPEX Group under this Agreement by TCCC, Splitco or any of their Subsidiaries (collectively, the “TCCC CPEX Taxes”). (b) Except as provided in Section 4.01, Splitco Bentley and the members of the Splitco Bentley Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash of or applied against future Tax obligationscredit for) all Taxes (i) all Taxes that are attributable to any member of the Splitco Group Bentley Group, other than CPEX Taxes, or the Other CCE Businesses, (ii) all Taxes for resulting from any Pre-Closing Period attributable to breach of or inaccuracy in any representation, covenant or obligation of any member of the CCE Bentley Group or the North American Business, (iii) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do no arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by TCCC, Splitco or any of their Subsidiaries, and (iv) the Taxes described in Section 2.03(a)(i)(A) (collectively, the “Splitco Bentley Taxes”). (c) In order If, prior to apportion appropriately the Distribution, a deposit (including a payment of estimated Taxes) were made with respect to any Taxes relating to a tax period that would otherwise be a Straddle Period between Tax for which CPEX or the portion of such period ending as members of the end of the Closing Date CPEX Group are responsible under this Agreement, such deposit shall be assigned to CPEX and the portion of such period beginning after the Closing Date, the Parties shall, to the extent permitted under applicable Law, elect with the relevant Governmental Entity to treat CPEX shall be liable only for all Tax purposes the Closing Date as the last day of a taxable year (in which case such period will not be a Straddle Period). In the case of any Taxes for a Straddle Period for which such election to close the taxable year is not permitted, the portion of such Taxes that is allocable to the portion of the Straddle Period ending as of the end of the Closing Date shall be: (i) in the case of ad valorem or similar Taxes that are imposed on a periodic basis, an amount equal to the amount of such Taxes for Tax ultimately due in excess of the entire period multiplied by a fraction applicable deposit. To the numerator of which is the number of days in the Straddle Period prior to and including the Closing Date and the denominator of which is the number of days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in (i) (such as Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), deemed equal to extent the amount of such deposit exceeds the amount of Tax attributable to such deposit that would be payable if the Taxable Year ended on and included the Closing Date. Any incomeis ultimately due, deductions, gains or losses recognized on transactions not in the ordinary course of business on or prior Bentley shall pay such excess over to the Effective Time will be allocated to the Pre-Closing Period, and any income, deductions, gains or losses recognized on any transactions not in the ordinary course of business CPEX within five days after the Effective Time (including after filing of the Effective Time but on the Closing Date) will be allocated to the Post-Closing Periodapplicable Bentley Filed Tax Return. (d) Notwithstanding anything else Refunds received and the amount of credits claimed by one Party with respect to Taxes for which the contrary contained herein, in other Party or the Merger Agreement or in any Ancillary members of such other Party’s Group are responsible under this Agreement, shall be remitted to such other Party within five days after the Parties agree to allocate first Party receives such refund or files the Tax Benefits resulting from Return claiming such refund or credit, as applicable. In the employee benefit items set forth on Schedule 2.03(d) (“Employee Benefit Tax Items”) in accordance therewith. Unless and until there has been a Final Determination to the contrary or a change in Law event that any such credit is subsequently reduced as a result of which there is not substantial authority in support of any adjustment required by any Governmental Authority, such allocation, each other Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with the allocation of Employee Benefit Tax Items between the CCE Group and the Splitco Group as set forth in this Section 2.03(d). To the extent that the Party entitled under applicable Law to an Employee Benefit Tax Item is determined, pursuant to a Final Determination or a change in Law as a result of which there is not substantial authority in support of the agreed allocation as provided in Schedule 2.03(d), to be other than the Party entitled to such Employee Benefit Tax Item under Schedule 2.03(d), the Party entitled to such Employee Benefit Tax Item under applicable Law shall pay the other Party the amount of any Tax Benefit actually realized with respect such reduction to such Employee Benefit Tax Item the first Party within thirty (30) five days following the filing date of a Tax Return which reflects the realization receiving notice of such Tax Benefit itemreduction from the first Party. (e) At CPEX’s request, the Bentley Group shall, at CPEX’s expense, use its reasonable best efforts to obtain any refund or credit of a Tax or item included in a Bentley Filed Tax Return to which any member of the CPEX Group is entitled pursuant to this Agreement, including through filing appropriate forms with the applicable Governmental Authority; provided that the Bentley Group shall not be required to comply with such request if Bentley reasonably determines that attempting to obtain such refund or credit will have a material adverse impact on any member of the Bentley Group. (f) Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations in this Agreement, (i) any and all prior Tax sharing or allocation agreements or practices between any member of the CCE Group, on one hand, Bentley Group and any member of the Splitco Group, on the other hand, CPEX Group shall be terminated with respect to the CPEX Group as of or before the Effective TimeDistribution Date, and no member of one group the CPEX Group shall have any continuing rights or obligations thereunder with respect to any member of the other group and (ii) any and all powers of attorney with respect to any member of the CCE Group shall be terminated as of or before the Effective Time, and no member of the CCE Group shall have any continuing obligations thereunder.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Except as provided in Section 4.01, TCCC MPI and the members of the CCE MPI Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash of or applied against future Tax obligations) credit for) all Taxes (i) all Taxes for any Post-Closing Period that are attributable to any member of the CCE MPI Group or the North American MPI Business for any taxable period, in accordance with the principles set forth in Section 2.01(a)(4), provided, however, that (x) the determination of any such Taxes for any Pre-Distribution Period shall be made treating the MPI Group or the MPI Business, other than (A) Taxes arising as applicable, as a result stand-alone corporation, using methods and conventions consistent with past practices, (y) such Taxes shall not include any Taxes incurred by any member of any Group in connection with either the Separation Transactions Contribution or the Distribution, and (including the Merger), or z) such Taxes shall be net of any transaction incidental thereto entered into for the purpose of effecting the Separation Transactions, as mutually agreed by the Parties, except Tax attributes attributable to the extent such Taxes are described in clause (ii) or arise as a result of any breach of any covenant or any other obligation contained in MPI Group, the Tax Materials or this Agreement MPI Business or the Merger Agreement Myriad Group that are available (taking into account any Tax liability incurred by TCCC or any of its Subsidiaries or, following the Effective Time, any member of the CCE GroupMyriad Group in connection with either the Contribution or the Distribution) to reduce (whether or not they actually reduce) the Tax Liability of any member of any Group for any Pre-Distribution Period or any member of the Myriad Group for any Post-Distribution Period, and or (ii) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do not arise as a result of resulting from any breach of or inaccuracy in any representation, covenant or obligation of any other obligation contained in member of the Tax Materials or MPI Group under this Agreement by TCCC, Splitco or any of their Subsidiaries (collectively, the “TCCC MPI Taxes”). (b) Except as provided in Section 4.01, Splitco Myriad and the members of the Splitco Myriad Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash of or applied against future Tax obligationscredit for) all Taxes (i) all Taxes that are attributable to any member of the Splitco Group Myriad Group, other than MPI Taxes, or the Other CCE Businesses, (ii) all Taxes for resulting from any Pre-Closing Period attributable to breach of or inaccuracy in any representation, covenant or obligation of any member of the CCE Myriad Group or the North American Business, (iii) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do no arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by TCCC, Splitco or any of their Subsidiaries, and (iv) the Taxes described in Section 2.03(a)(i)(A) (collectively, the “Splitco Myriad Taxes”). (c) In order If, prior to apportion appropriately the Distribution, a deposit (including a payment of estimated Taxes) were made with respect to any Taxes relating to a tax period that would otherwise be a Straddle Period between Tax for which MPI or the portion of such period ending as members of the end of the Closing Date MPI Group are responsible under this Agreement, such deposit shall be assigned to MPI and the portion of such period beginning after the Closing Date, the Parties shall, to the extent permitted under applicable Law, elect with the relevant Governmental Entity to treat MPI shall be liable only for all Tax purposes the Closing Date as the last day of a taxable year (in which case such period will not be a Straddle Period). In the case of any Taxes for a Straddle Period for which such election to close the taxable year is not permitted, the portion of such Taxes that is allocable to the portion of the Straddle Period ending as of the end of the Closing Date shall be: (i) in the case of ad valorem or similar Taxes that are imposed on a periodic basis, an amount equal to the amount of such Taxes for Tax ultimately due in excess of the entire period multiplied by a fraction applicable deposit. To the numerator of which is the number of days in the Straddle Period prior to and including the Closing Date and the denominator of which is the number of days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in (i) (such as Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), deemed equal to extent the amount of such deposit exceeds the amount of Tax attributable to such deposit that would be payable if the Taxable Year ended on and included the Closing Date. Any incomeis ultimately due, deductions, gains or losses recognized on transactions not in the ordinary course of business on or prior Myriad shall pay such excess over to the Effective Time will be allocated to the Pre-Closing Period, and any income, deductions, gains or losses recognized on any transactions not in the ordinary course of business MPI within five days after the Effective Time (including after filing of the Effective Time but on the Closing Date) will be allocated to the Post-Closing Periodapplicable Myriad Filed Tax Return. (d) Notwithstanding anything else Refunds received and the amount of credits claimed by one Party with respect to Taxes for which the contrary contained herein, in other Party or the Merger Agreement or in any Ancillary members of such other Party’s Group are responsible under this Agreement, shall be remitted to such other Party within five days after the Parties agree to allocate first Party receives such refund or files the Tax Benefits resulting from Return claiming such refund or credit, as applicable. In the employee benefit items set forth on Schedule 2.03(d) (“Employee Benefit Tax Items”) in accordance therewith. Unless and until there has been a Final Determination to the contrary or a change in Law event that any such credit is subsequently reduced as a result of which there is not substantial authority in support of any adjustment required by any Governmental Authority, such allocation, each other Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with the allocation of Employee Benefit Tax Items between the CCE Group and the Splitco Group as set forth in this Section 2.03(d). To the extent that the Party entitled under applicable Law to an Employee Benefit Tax Item is determined, pursuant to a Final Determination or a change in Law as a result of which there is not substantial authority in support of the agreed allocation as provided in Schedule 2.03(d), to be other than the Party entitled to such Employee Benefit Tax Item under Schedule 2.03(d), the Party entitled to such Employee Benefit Tax Item under applicable Law shall pay the other Party the amount of any Tax Benefit actually realized with respect such reduction to such Employee Benefit Tax Item the first Party within thirty (30) five days following the filing date of a Tax Return which reflects the realization receiving notice of such Tax Benefit itemreduction from the first Party. (e) At MPI’s request, the Myriad Group shall, at MPI’s expense, use its reasonable best efforts to obtain any refund or credit of a Tax or item included in a Myriad Filed Tax Return to which any member of the MPI Group is entitled pursuant to this Agreement, including through filing appropriate forms with the applicable Governmental Authority; provided that the Myriad Group shall not be required to comply with such request if Myriad reasonably determines that attempting to obtain such refund or credit will have a material adverse impact on any member of the Myriad Group. (f) Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations in this Agreement, (i) any and all prior Tax sharing or allocation agreements or practices between any member of the CCE Group, on one hand, Myriad Group and any member of the Splitco Group, on the other hand, MPI Group shall be terminated with respect to the MPI Group as of or before the Effective TimeDistribution Date, and no member of one group the MPI Group shall have any continuing rights or obligations thereunder with respect to any member of the other group and (ii) any and all powers of attorney with respect to any member of the CCE Group shall be terminated as of or before the Effective Time, and no member of the CCE Group shall have any continuing obligations thereunder.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Except as provided in Section 4.01, TCCC Furiex and the members of the CCE Furiex Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash of or applied against future Tax obligations) credit for) all Taxes (i) all Taxes for any Post-Closing Period that are attributable to any member of the CCE Furiex Group or the North American BusinessCompound Business for any taxable period, other than in accordance with the principles set forth in clause (D) of the proviso in Section 2.01(a), but applying the principles or assumptions that (A) the determination of any such Taxes arising for any Pre-Distribution Period shall be made treating the Furiex Group or the Compound Business, as applicable, as a result stand-alone corporation, using methods and conventions consistent with past practices, (B) such Taxes shall not include any Taxes incurred by any member of any Group in connection with either the Separation Transactions (including Contribution or the MergerDistribution except as required by 2.03(a)(ii), or and (C) such Taxes shall be net of any transaction incidental thereto entered into for the purpose of effecting the Separation Transactions, as mutually agreed by the Parties, except Tax attributes attributable to the extent such Taxes are described in clause (ii) or arise as a result of any breach of any covenant or any other obligation contained in Furiex Group, the Tax Materials or this Agreement Compound Business or the Merger Agreement PPD Group that are available (taking into account any Tax liability incurred by TCCC or any of its Subsidiaries or, following the Effective Time, any member of the CCE GroupPPD Group in connection with either the Contribution or the Distribution) to reduce (whether or not they actually reduce) the Tax Liability of any member of any Group for any Pre-Distribution Period or any member of the PPD Group for any Post-Distribution Period, and or (ii) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do not arise as a result of resulting from any breach of or inaccuracy in any representation, covenant or obligation of any other obligation contained in member of the Tax Materials or Furiex Group under this Agreement by TCCC(all such taxes described in this subsection (a) are, Splitco or any of their Subsidiaries (collectively, the “TCCC Furiex Taxes”). (b) Except as provided in Section 4.01, Splitco PPD and the members of the Splitco PPD Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash of or applied against future Tax obligationscredit for) all Taxes (i) all Taxes that are attributable to any member of the Splitco Group PPD Group, other than Furiex Taxes, or the Other CCE Businesses, (ii) all Taxes for resulting from any Pre-Closing Period attributable to breach of or inaccuracy in any representation, covenant or obligation of any member of the CCE PPD Group or the North American Business, (iii) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do no arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by TCCC, Splitco or any of their Subsidiaries, and (iv) the Taxes described in Section 2.03(a)(i)(A) (collectively, the “Splitco PPD Taxes”). (c) In order If, prior to apportion appropriately the Distribution, a deposit (including a payment of estimated Taxes) was made with respect to any Taxes relating to a tax period that would otherwise be a Straddle Period between Tax for which Furiex or the portion of such period ending as members of the end of the Closing Date Furiex Group are responsible under this Agreement, such deposit shall be assigned to Furiex, and the portion of such period beginning after the Closing Date, the Parties shall, to the extent permitted under applicable Law, elect with the relevant Governmental Entity to treat Furiex shall be liable only for all Tax purposes the Closing Date as the last day of a taxable year (in which case such period will not be a Straddle Period). In the case of any Taxes for a Straddle Period for which such election to close the taxable year is not permitted, the portion of such Taxes that is allocable to the portion of the Straddle Period ending as of the end of the Closing Date shall be: (i) in the case of ad valorem or similar Taxes that are imposed on a periodic basis, an amount equal to the amount of such Taxes for Tax ultimately due in excess of the entire period multiplied by a fraction applicable deposit. To the numerator of which is the number of days in the Straddle Period prior to and including the Closing Date and the denominator of which is the number of days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in (i) (such as Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), deemed equal to extent the amount of such deposit exceeds the amount of Tax attributable to such deposit that would be payable if the Taxable Year ended on and included the Closing Date. Any incomeis ultimately due, deductions, gains or losses recognized on transactions not in the ordinary course of business on or prior PPD shall pay such excess over to the Effective Time will be allocated to the Pre-Closing Period, and any income, deductions, gains or losses recognized on any transactions not in the ordinary course of business Furiex within five days after the Effective Time (including after filing of the Effective Time but on the Closing Date) will be allocated to the Post-Closing Periodapplicable PPD Filed Tax Return. (d) Notwithstanding anything else If one party receives refunds or claims credits with respect to Taxes for which the contrary contained herein, in other Party or the Merger Agreement or in any Ancillary members of such other Party’s Group are responsible under this Agreement, the Parties agree receiving or claiming party shall remit payment to allocate such other Party in the amount of such received refund or claimed credit within five days after the first Party receives such refund or files the Tax Benefits resulting from the employee benefit items set forth on Schedule 2.03(d) (“Employee Benefit Tax Items”) in accordance therewithReturn claiming such credit, as applicable. Unless If and until there has been a Final Determination to the contrary extent that any such refund is ultimately returned by the recipient or a change in Law credit is subsequently reduced as a result of which there is not substantial authority in support of any adjustment required by any Governmental Authority, such allocation, each other Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with the allocation of Employee Benefit Tax Items between the CCE Group and the Splitco Group as set forth in this Section 2.03(d). To the extent that the Party entitled under applicable Law to an Employee Benefit Tax Item is determined, pursuant to a Final Determination or a change in Law as a result of which there is not substantial authority in support of the agreed allocation as provided in Schedule 2.03(d), to be other than the Party entitled to such Employee Benefit Tax Item under Schedule 2.03(d), the Party entitled to such Employee Benefit Tax Item under applicable Law shall pay the other Party the amount of any Tax Benefit actually realized with respect such returned refund or reduction to such Employee Benefit Tax Item the first Party within thirty (30) five days following the filing date of a Tax Return which reflects the realization receiving notice of such Tax Benefit itemreturned refund or reduction from the first Party. (e) At Furiex’s request, the PPD Group shall, at Furiex’s expense, use its reasonable commercial efforts to obtain any refund or credit of a Tax or item included in a PPD Filed Tax Return to which any member of the Furiex Group is entitled pursuant to this Agreement, including through filing appropriate Tax Returns or related forms with the applicable Governmental Authority; provided, however, that the PPD Group shall not be required to comply with such request if PPD reasonably determines that attempting to obtain such refund or credit will have a material adverse impact on any member of the PPD Group. (f) Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations in this Agreement, (i) any and all prior Tax sharing or allocation agreements or practices between any member of the CCE Group, on one hand, PPD Group and any member of the Splitco Group, on the other hand, Furiex Group shall be terminated with respect to the Furiex Group as of or before the Effective TimeDistribution Date, and no member of one group the Furiex Group shall have any continuing rights or obligations thereunder with respect to any member of the other group and thereunder. (iig) any and all powers of attorney with respect to any member of the CCE Group PPD shall be terminated as liable for and shall pay on a timely basis, and pursuant to Article IV shall indemnify, defend and hold harmless Furiex from and against, all transfer, documentary, sales, use, registration and such other Taxes (excluding any Taxes based on or attributable to income or gains) and related fees (including any penalties, interest, and addition to Tax) arising out of or before incurred in connection with the Effective TimeContribution or the Distribution (“Transfer Taxes”), and no member of the CCE Group provided, however, nothing herein shall have require PPD to pay any continuing obligations thereunderamounts for which Furiex is required to indemnify PPD under Section 2.03(a)(ii) hereof.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Except as provided in Section 4.01, TCCC ASD and the members of the CCE ASD Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) all Taxes attributable to any member of the ASD Group or the Remainco Businesses for any Pre-Distribution Period or Post-Distribution Period other than (i) Taxes arising as a result of (A) the Distribution, except to the extent such Taxes arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by ASD or any member of the ASD Group or any shareholder of ASD (the “External Distribution Tax Liability”), or (B) the Reorganization or any transaction associated therewith as described in the Ruling or the Distribution Agreement and paid after the Distribution except to the extent such Taxes arise as a result of any action undertaken by ASD, any member of the ASD Group or any shareholder of ASD after the Distribution (the “Restructuring Tax Liability”), (ii) claims for indemnification made by one or more buyers of the B&K Business, or any assignee of such claims, with respect to Foreign Taxes resulting from (Y) any audit, examination, investigation, or other proceeding by any Governmental Entity in respect of Taxes or Tax matters of the B&K Business, or (Z) any underpayment of Taxes identified by a buyer of the B&K Business relating to Taxes or Tax Returns of the B&K Business, each with respect to periods prior to the earlier of (I) the date of sale of the B&K Business, or if the B&K Business is not sold to a single buyer, the date the buyer making the indemnification claim purchased a portion of the B&K Business to which such claim relates, or (II) December 31, 2007 (the “B&K Foreign Tax Liability”) and (iii) Taxes imposed with respect to the ownership of the VCS Assets or the operation of the VCS Business by any member of the ASD Group (the “VCS Tax Liability”) (collectively, the “ASD Taxes”). (b) WABCO and the members of the WABCO Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) (i) all Taxes for any Post-Closing Period attributable to any member of the CCE Group WABCO Group, the ownership of any VCS Asset or the North American Business, other than (A) Taxes arising as a result operation of the Separation Transactions (including the Merger)VCS Business for any Pre-Distribution Period or Post-Distribution Period, or any transaction incidental thereto entered into for the purpose of effecting the Separation Transactions, as mutually agreed by the Parties, except to the extent such Taxes are described in clause (ii) or arise as a result of any breach of any covenant or any other obligation contained in the External Distribution Tax Materials or this Agreement or Liability, (iii) the Merger Agreement by TCCC or any of its Subsidiaries orRestructuring Tax Liability, following (iv) the Effective Time, any member of the CCE GroupB&K Foreign Tax Liability, and (iiv) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do not arise as a result of any breach of any covenant or any other obligation contained in the VCS Tax Materials or this Agreement by TCCC, Splitco or any of their Subsidiaries Liability (collectively, the “TCCC WABCO Taxes”). (b) Except as provided in Section 4.01, Splitco and provided, however, that the members portion of the Splitco Group Restructuring Tax Liability incurred by TBLP and its Subsidiaries (the “WLP Restructuring Tax Liability”) shall be responsible for assumed by WLP in connection with the payment WLP Contribution; provided further, that the portion of the Restructuring Tax Liability incurred or assumed by Trane Brazil and its Subsidiaries attributable to Canadian and Brazilian Taxes (and the “WABCO Brazil Restructuring Tax Liability”) shall be entitled to any refund of, whether received assumed by WABCO Brazil in cash or applied against future Tax obligations) (i) all Taxes attributable to any member of connection with the Splitco Group or the Other CCE Businesses, (ii) all Taxes for any Pre-Closing Period attributable to any member of the CCE Group or the North American Business, (iii) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do no arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by TCCC, Splitco or any of their Subsidiaries, and (iv) the Taxes described in Section 2.03(a)(i)(A) (collectively, the “Splitco Taxes”)Trane Brazil Contribution. (c) In order to apportion appropriately any Taxes relating to a tax period that would otherwise be a Straddle Period between the portion of such period ending as of the end of the Closing Date and the portion of such period beginning after the Closing DateIf, the Parties shall, prior to the extent permitted under applicable LawDistribution, elect a deposit were made with the relevant Governmental Entity respect to treat for all any Tax purposes the Closing Date as the last day of a taxable year (in which case such period will not be a Straddle Period). In the case of any Taxes for a Straddle Period for which WABCO, WLP or WABCO Brazil is responsible under this Agreement, such election deposit shall be assigned to close the taxable year is not permitted, the portion of such Taxes that is allocable to the portion of the Straddle Period ending as of the end of the Closing Date responsible Party and such Party shall be: (i) in the case of ad valorem or similar Taxes that are imposed on a periodic basis, an amount equal to only be liable for the amount of such Taxes for Tax ultimately due in excess of the entire period multiplied by a fraction the numerator applicable deposit. Refunds of which is the number of days in the Straddle Period prior to and including the Closing Date and the denominator of which is the number of days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in (i) (such as Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), deemed equal to the amount that would deposits shall be payable if the Taxable Year ended on and included the Closing Date. Any income, deductions, gains or losses recognized on transactions not in the ordinary course of business on or prior to the Effective Time will be allocated to the Pre-Closing Periodremitted to, and any incomecredits with respect to Taxes attributable to such deposits shall be for the benefit of, deductions, gains WABCO or losses recognized on any transactions not in the ordinary course of business after WABCO subsidiary responsible for the Effective Time (including after Tax with respect to which the Effective Time but on the Closing Date) will be allocated to the Post-Closing Perioddeposit was made. (d) Notwithstanding anything else to the contrary contained herein, in the Merger Agreement herein or in any Ancillary other Transaction Agreement, the Parties agree to allocate the Tax Benefits resulting from the employee benefit items Benefit Items set forth on Schedule 2.03(d) (“Employee Benefit Tax Items”) in accordance therewith. Unless and until there has been a Final Determination to the contrary or a change in Law as a result of which there is not substantial authority in support of such allocation, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with the allocation of Employee Benefit Tax Items between the CCE Group and the Splitco Group as set forth in this Section 2.03(d). To the extent that the Party entitled under applicable Law to an Employee Benefit Tax Item is determined, pursuant to a Final Determination or a change in Law as a result of which there is not substantial authority in support of the agreed allocation as provided in Schedule 2.03(d), to be other than the Party entitled to such Employee Benefit Tax Item under Schedule 2.03(d), the Party entitled to such Employee Benefit Tax Item under applicable Law shall pay the other Party the amount of any Tax Benefit actually realized with respect to such Employee Benefit Tax Item within thirty (30) days following the filing date of a Tax Return which reflects the realization of such Tax Benefit item. (e) Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations in of this Agreement, (i) any and all prior Tax sharing or allocation agreements or practices between any member of the CCE Group, on one hand, ASD Group and any member of the Splitco Group, on the other hand, WABCO Group shall be terminated with respect to the WABCO Group as of or before the Effective TimeDistribution Date, and no member of one group the WABCO Group shall have any continuing rights or obligations thereunder with respect to any member of thereunder. Notwithstanding the other group prior sentence, the Indemnity and (ii) any Guaranty Agreement entered into among Ideal Standard Do Brasil Indústria E Comércio De Materiais Sanitários Ltda, Wabco Do Brasil Indústria E Comércio De Freios Ltda, and all powers of attorney with respect to any member of the CCE Group Ideal Standard Wabco Trane Indústria E Comércio Ltda, dated July 13, 2007, shall not be terminated as of or before the Effective Time, Distribution Date and no member of the CCE Group parties shall have any continuing obligations thereundercontinue to be bound by such agreement.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Except as provided in Section 4.01, TCCC ASD and the members of the CCE ASD Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) all Taxes attributable to any member of the ASD Group or the Remainco Businesses for any Pre-Distribution Period or Post-Distribution Period other than (i) Taxes arising as a result of (A) the Distribution, except to the extent such Taxes arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by ASD or any member of the ASD Group or any shareholder of ASD (the “External Distribution Tax Liability”), or (B) the Reorganization or any transaction associated therewith as described in the Ruling or the Distribution Agreement and paid after the Distribution except to the extent such Taxes arise as a result of any action undertaken by ASD, any member of the ASD Group or any shareholder of ASD after the Distribution (the “Restructuring Tax Liability”), (ii) claims for indemnification made by one or more buyers of the B&K Business, or any assignee of such claims, with respect to Foreign Taxes resulting from (Y) any audit, examination, investigation, or other proceeding by any Governmental Entity in respect of Taxes or Tax matters of the B&K Business, or (Z) any underpayment of Taxes identified by a buyer of the B&K Business relating to Taxes or Tax Returns of the B&K Business, each with respect to periods prior to the earlier of (I) the date of sale of the B&K Business, or if the B&K Business is not sold to a single buyer, the date the buyer making the indemnification claim purchased a portion of the B&K Business to which such claim relates, or (II) December 31, 2007 (the “B&K Foreign Tax Liability”) and (iii) Taxes imposed with respect to the ownership of the VCS Assets or the operation of the VCS Business by any member of the ASD Group (the “VCS Tax Liability”) (collectively, the “ASD Taxes”). (b) WABCO and the members of the WABCO Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) (i) all Taxes for any Post-Closing Period attributable to any member of the CCE Group WABCO Group, the ownership of any VCS Asset or the North American Business, other than (A) Taxes arising as a result operation of the Separation Transactions (including the Merger)VCS Business for any Pre-Distribution Period or Post-Distribution Period, or any transaction incidental thereto entered into for the purpose of effecting the Separation Transactions, as mutually agreed by the Parties, except to the extent such Taxes are described in clause (ii) or arise as a result of any breach of any covenant or any other obligation contained in the External Distribution Tax Materials or this Agreement or Liability, (iii) the Merger Agreement by TCCC or any of its Subsidiaries orRestructuring Tax Liability, following (iv) the Effective Time, any member of the CCE GroupB&K Foreign Tax Liability, and (iiv) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do not arise as a result of any breach of any covenant or any other obligation contained in the VCS Tax Materials or this Agreement by TCCC, Splitco or any of their Subsidiaries Liability (collectively, the “TCCC WABCO Taxes”). (b) Except as provided in Section 4.01, Splitco and provided, however, that the members portion of the Splitco Group Restructuring Tax Liability incurred by TBLP and its Subsidiaries (the “WLP Restructuring Tax Liability”) shall be responsible for assumed by WLP in connection with the payment TBLP Contribution; provided further, that the portion of the Restructuring Tax Liability incurred or assumed by Trane Brazil and its Subsidiaries attributable to Canadian and Brazilian Taxes (and the “WABCO Brazil Restructuring Tax Liability”) shall be entitled to any refund of, whether received assumed by WABCO Brazil in cash or applied against future Tax obligations) (i) all Taxes attributable to any member of connection with the Splitco Group or the Other CCE Businesses, (ii) all Taxes for any Pre-Closing Period attributable to any member of the CCE Group or the North American Business, (iii) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do no arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by TCCC, Splitco or any of their Subsidiaries, and (iv) the Taxes described in Section 2.03(a)(i)(A) (collectively, the “Splitco Taxes”)Trane Brazil Contribution. (c) In order to apportion appropriately any Taxes relating to a tax period that would otherwise be a Straddle Period between the portion of such period ending as of the end of the Closing Date and the portion of such period beginning after the Closing DateIf, the Parties shall, prior to the extent permitted under applicable LawDistribution, elect a deposit were made with the relevant Governmental Entity respect to treat for all any Tax purposes the Closing Date as the last day of a taxable year (in which case such period will not be a Straddle Period). In the case of any Taxes for a Straddle Period for which WABCO, WLP or WABCO Brazil is responsible under this Agreement, such election deposit shall be assigned to close the taxable year is not permitted, the portion of such Taxes that is allocable to the portion of the Straddle Period ending as of the end of the Closing Date responsible Party and such Party shall be: (i) in the case of ad valorem or similar Taxes that are imposed on a periodic basis, an amount equal to only be liable for the amount of such Taxes for Tax ultimately due in excess of the entire period multiplied by a fraction the numerator applicable deposit. Refunds of which is the number of days in the Straddle Period prior to and including the Closing Date and the denominator of which is the number of days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in (i) (such as Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), deemed equal to the amount that would deposits shall be payable if the Taxable Year ended on and included the Closing Date. Any income, deductions, gains or losses recognized on transactions not in the ordinary course of business on or prior to the Effective Time will be allocated to the Pre-Closing Periodremitted to, and any incomecredits with respect to Taxes attributable to such deposits shall be for the benefit of, deductions, gains WABCO or losses recognized on any transactions not in the ordinary course of business after WABCO subsidiary responsible for the Effective Time (including after Tax with respect to which the Effective Time but on the Closing Date) will be allocated to the Post-Closing Perioddeposit was made. (d) Notwithstanding anything else to the contrary contained herein, in the Merger Agreement herein or in any Ancillary Agreementother Transaction Agreement and notwithstanding whether any such Tax Deductions are realized on ASD Filed Tax Returns or WABCO Filed Tax Returns, the Parties agree to allocate the Tax Benefits resulting from the employee benefit items Deductions set forth on Schedule 2.03(d) (“Employee Benefit Tax Items”) B in accordance therewith. Unless and until there has been a Final Determination to the contrary or a change in Law as a result of which there is not substantial authority in support of such allocation, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with the allocation of Employee Benefit Tax Items between the CCE Group and the Splitco Group as set forth in this Section 2.03(d). To the extent that the Party entitled under applicable Law to an Employee Benefit Tax Item is determined, pursuant to a Final Determination or a change in Law as a result of which there is not substantial authority in support of the agreed allocation as provided in Schedule 2.03(d), to be other than the Party entitled to such Employee Benefit Tax Item under Schedule 2.03(d), the Party entitled to such Employee Benefit Tax Item under applicable Law shall pay the other Party the amount of any Tax Benefit actually realized with respect to such Employee Benefit Tax Item within thirty (30) days following the filing date of a Tax Return which reflects the realization of such Tax Benefit item. (e) Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations in of this Agreement, (i) any and all prior Tax sharing or allocation agreements or practices between any member of the CCE Group, on one hand, ASD Group and any member of the Splitco Group, on the other hand, WABCO Group shall be terminated with respect to the WABCO Group as of or before the Effective TimeDistribution Date, and no member of one group the WABCO Group shall have any continuing rights or obligations thereunder with respect to any member of the other group and (ii) any and all powers of attorney with respect to any member of the CCE Group shall be terminated as of or before the Effective Time, and no member of the CCE Group shall have any continuing obligations thereunder.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Except as provided in Section 4.01, TCCC Spinco and the members of the CCE Spinco Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash of or applied against future Tax obligations) credit for) all Taxes (i) all Taxes for any Post-Closing Period that are attributable to any member of the CCE Spinco Group or the North American BusinessSpinco Business for any taxable period, other than including, for purposes of clarification, any taxable period that ended prior to the Distribution Date, as determined in accordance with Schedule A, (Aii) Taxes arising as a result of resulting from the Separation Transactions (including Preliminary Restructuring, the Merger)Distribution, the Debt Exchange or any transaction incidental thereto entered into for associated therewith as described in the purpose of effecting Ruling or the Separation TransactionsDistribution Agreement, as mutually agreed by the Parties, except to the extent that such Taxes are described in clause (ii) or arise as a result of any breach of any covenant action taken by Spinco or any other obligation contained in the Tax Materials or this Agreement or the Merger Agreement by TCCC or any of its Subsidiaries or, following the Effective Time, any member of the CCE GroupSpinco Group following the Distribution (other than, and (ii) 50% of any Taxes arising as a result in the case of the Merger not qualifying under Tranche B Term Loan, the repayment thereof prior to the stated maturity in accordance with Section 355 2.10(b) of the CodeCredit Agreement), to the extent such Taxes do not arise as a result of or (iii) resulting from any breach of or inaccuracy in any representation, covenant or obligation of any other obligation contained in member of the Tax Materials or Spinco Group under this Agreement by TCCC, Splitco or any of their Subsidiaries (collectively, the “TCCC Spinco Taxes”). (b) Except as provided in Section 4.01, Splitco Verizon and the members of the Splitco Verizon Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash of or applied against future Tax obligations) (icredit for) all Taxes attributable to any member of the Splitco Verizon Group or the Other CCE Businesses, (ii) all Taxes for any Pre-Closing Period attributable to any member of the CCE Spinco Group or the North American Business, (iii) 50% of any that are not Spinco Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do no arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by TCCC, Splitco or any of their Subsidiaries, and (iv) the Taxes described in Section 2.03(a)(i)(A) (collectively, the “Splitco Verizon Taxes”). (c) In order to apportion appropriately any Taxes relating to a tax period that would otherwise be a Straddle Period between the portion of such period ending as of the end of the Closing Date and the portion of such period beginning after the Closing Date, the Parties shall, to the extent permitted under applicable Law, elect with the relevant Governmental Entity to treat for all Tax purposes the Closing Date as the last day of a taxable year (in which case such period will not be a Straddle Period). In the case of any Taxes for a Straddle Period for which such election to close the taxable year is not permitted, the portion of such Taxes that is allocable to the portion of the Straddle Period ending as of the end of the Closing Date shall be: (i) in the case of ad valorem or similar Taxes that are imposed on a periodic basis, an amount equal to the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the Straddle Period prior to and including the Closing Date and the denominator of which is the number of days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in (i) (such as Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), deemed equal to the amount that would be payable if the Taxable Year ended on and included the Closing Date. Any income, deductions, gains or losses recognized on transactions not in the ordinary course of business on or prior to the Effective Time will be allocated to the Pre-Closing Period, and any income, deductions, gains or losses recognized on any transactions not in the ordinary course of business after the Effective Time (including after the Effective Time but on the Closing Date) will be allocated to the Post-Closing Period. (d) Notwithstanding anything else to the contrary contained herein, in the Merger Agreement herein or in any Ancillary Agreementother Transaction Agreement and notwithstanding whether any such Tax Benefits are realized on Verizon Filed Tax Returns or Spinco Filed Tax Returns, the Parties agree to allocate the Tax Benefits resulting from the employee benefit items set forth on Schedule 2.03(d) (“Employee Benefit Tax Items”) B in accordance therewith. Unless and until there has been a Final Determination to the contrary or a change in Law as a result of which there is not substantial authority in support of such allocation, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with the allocation of Employee Benefit Tax Items between the CCE Group and the Splitco Group as set forth in this Section 2.03(d). To the extent that the Party entitled under applicable Law to an Employee Benefit Tax Item is determined, pursuant to a Final Determination or a change in Law as a result of which there is not substantial authority in support of the agreed allocation as provided in Schedule 2.03(d), to be other than the Party entitled to such Employee Benefit Tax Item under Schedule 2.03(d), the Party entitled to such Employee Benefit Tax Item under applicable Law shall pay the other Party the amount of any Tax Benefit actually realized with respect to such Employee Benefit Tax Item within thirty (30) days following the filing date of a Tax Return which reflects the realization of such Tax Benefit item. (ed) Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations in of this Agreement, (i) any and all prior Tax sharing or allocation agreements or practices between any member of the CCE Group, on one hand, Verizon Group and any member of the Splitco Group, on the other hand, Spinco Group shall be terminated with respect to the Spinco Group as of or before the Effective TimeDistribution Date, and no member of one group the Spinco Group shall have any continuing rights or obligations thereunder with respect to any member of the other group and (ii) any and all powers of attorney with respect to any member of the CCE Group shall be terminated as of or before the Effective Time, and no member of the CCE Group shall have any continuing obligations thereunder.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Except as provided in Section 4.01, TCCC and the members of the CCE Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) (i) all Taxes for any Post-Closing Period attributable to any member of the CCE Group or the North American Business, other than (A) Taxes arising as a result of the Separation Transactions (including the Merger), or any transaction incidental thereto entered into for the purpose of effecting the Separation Transactions, as mutually agreed by the Parties, except to the extent such Taxes are described in clause (ii) or arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement or the Merger Agreement by TCCC or any of its Subsidiaries or, following the Effective Time, any member of the CCE Group, and (ii) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do not arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by TCCC, Splitco or any of their Subsidiaries (collectively, the “"TCCC Taxes”"). (b) Except as provided in Section 4.01, Splitco and the members of the Splitco Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) (i) all Taxes attributable to any member of the Splitco Group or the Other CCE Businesses, (ii) all Taxes for any Pre-Closing Period attributable to any member of the CCE Group or the North American Business, (iii) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do no arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by TCCC, Splitco or any of their Subsidiaries, and (iv) the Taxes described in Section 2.03(a)(i)(A) (collectively, the “"Splitco Taxes”"). (c) In order to apportion appropriately any Taxes relating to a tax period that would otherwise be a Straddle Period between the portion of such period ending as of the end of the Closing Date and the portion of such period beginning after the Closing Date, the Parties shall, to the extent permitted under applicable Law, elect with the relevant Governmental Entity to treat for all Tax purposes the Closing Date as the last day of a taxable year (in which case such period will not be a Straddle Period). In the case of any Taxes for a Straddle Period for which such election to close the taxable year is not permitted, the portion of such Taxes that is allocable to the portion of the Straddle Period ending as of the end of the Closing Date shall be: (i) in the case of ad valorem or similar Taxes that are imposed on a periodic basis, an amount equal to the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the Straddle Period prior to and including the Closing Date and the denominator of which is the number of days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in (i) (such as Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), deemed equal to the amount that would be payable if the Taxable Year ended on and included the Closing Date. Any income, deductions, gains or losses recognized on transactions not in the ordinary course of business on or prior to the Effective Time will be allocated to the Pre-Closing Period, and any income, deductions, gains or losses recognized on any transactions not in the ordinary course of business after the Effective Time (including after the Effective Time but on the Closing Date) will be allocated to the Post-Closing Period. (d) Notwithstanding anything else to the contrary contained herein, in the Merger Agreement or in any Ancillary Agreement, the Parties agree to allocate the Tax Benefits resulting from the employee benefit items set forth on Schedule 2.03(d) (“"Employee Benefit Tax Items”") in accordance therewith. Unless and until there has been a Final Determination to the contrary or a change in Law as a result of which there is not substantial authority in support of such allocation, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with the allocation of Employee Benefit Tax Items between the CCE Group and the Splitco Group as set forth in this Section 2.03(d). To the extent that the Party entitled under applicable Law to an Employee Benefit Tax Item is determined, pursuant to a Final Determination or a change in Law as a result of which there is not substantial authority in support of the agreed allocation as provided in Schedule 2.03(d), to be other than the Party entitled to such Employee Benefit Tax Item under Schedule 2.03(d), the Party entitled to such Employee Benefit Tax Item under applicable Law shall pay the other Party the amount of any Tax Benefit actually realized with respect to such Employee Benefit Tax Item within thirty (30) days following the filing date of a Tax Return which reflects the realization of such Tax Benefit item. (e) Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations in this Agreement, (i) any and all prior Tax sharing or allocation agreements or practices between any member of the CCE Group, on one hand, and any member of the Splitco Group, on the other hand, shall be terminated as of or before the Effective Time, and no member of one group shall have any continuing rights or obligations thereunder with respect to any member of the other group and (ii) any and all powers of attorney with respect to any member of the CCE Group shall be terminated as of or before the Effective Time, and no member of the CCE Group shall have any continuing obligations thereunder.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Except as provided in Section 4.01, TCCC Spinco and the members of the CCE Spinco Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash of or applied against future Tax obligations) credit for) all Taxes (i) all Taxes for any Post-Closing Period that are attributable to any member of the CCE Spinco Group or the North American BusinessSpinco Business for any taxable period, other than including, for purposes of clarification, any taxable period that ended prior to the Distribution Date, as determined in accordance with Schedule A, (Aii) Taxes arising as a result of resulting from the Separation Transactions (including Preliminary Restructuring, the Merger)Distribution, the Debt Exchange or any transaction incidental thereto entered into for associated therewith as described in the purpose of effecting Ruling or the Separation TransactionsDistribution Agreement, as mutually agreed by the Parties, except to the extent that such Taxes are described in clause (ii) or arise as a result of any breach of any covenant action taken by Spinco or any other obligation contained in the Tax Materials or this Agreement or the Merger Agreement by TCCC or any of its Subsidiaries or, following the Effective Time, any member of the CCE GroupSpinco Group following the Distribution (other than, and (ii) 50% of any Taxes arising as a result in the case of the Merger not qualifying under Tranche B Term Loan, the repayment thereof prior to the stated maturity in accordance with Section 355 2.10(b) of the CodeCredit Agreement), to the extent such Taxes do not arise as a result of or (iii) resulting from any breach of or inaccuracy in any representation, covenant or obligation of any other obligation contained in member of the Tax Materials or Spinco Group under this Agreement by TCCC, Splitco or any of their Subsidiaries (collectively, the “TCCC Spinco Taxes”). (b) Except as provided in Section 4.01, Splitco Verizon and the members of the Splitco Verizon Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash of or applied against future Tax obligations) (icredit for) all Taxes attributable to any member of the Splitco Group or the Other CCE Businesses, (ii) all that are not Spinco Taxes for any Pre-Closing Period attributable to any member of the CCE Group or the North American Business, (iii) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do no arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by TCCC, Splitco or any of their Subsidiaries, and (iv) the Taxes described in Section 2.03(a)(i)(A) (collectively, the “Splitco Verizon Taxes”). (c) In order to apportion appropriately any Taxes relating to a tax period that would otherwise be a Straddle Period between the portion of such period ending as of the end of the Closing Date and the portion of such period beginning after the Closing Date, the Parties shall, to the extent permitted under applicable Law, elect with the relevant Governmental Entity to treat for all Tax purposes the Closing Date as the last day of a taxable year (in which case such period will not be a Straddle Period). In the case of any Taxes for a Straddle Period for which such election to close the taxable year is not permitted, the portion of such Taxes that is allocable to the portion of the Straddle Period ending as of the end of the Closing Date shall be: (i) in the case of ad valorem or similar Taxes that are imposed on a periodic basis, an amount equal to the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the Straddle Period prior to and including the Closing Date and the denominator of which is the number of days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in (i) (such as Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), deemed equal to the amount that would be payable if the Taxable Year ended on and included the Closing Date. Any income, deductions, gains or losses recognized on transactions not in the ordinary course of business on or prior to the Effective Time will be allocated to the Pre-Closing Period, and any income, deductions, gains or losses recognized on any transactions not in the ordinary course of business after the Effective Time (including after the Effective Time but on the Closing Date) will be allocated to the Post-Closing Period. (d) Notwithstanding anything else to the contrary contained herein, in the Merger Agreement herein or in any Ancillary Agreementother Transaction Agreement and notwithstanding whether any such Tax Benefits are realized on Verizon Filed Tax Returns or Spinco Filed Tax Returns, the Parties agree to allocate the Tax Benefits resulting from the employee benefit items set forth on Schedule 2.03(d) (“Employee Benefit Tax Items”) B in accordance therewith. Unless and until there has been a Final Determination to the contrary or a change in Law as a result of which there is not substantial authority in support of such allocation, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with the allocation of Employee Benefit Tax Items between the CCE Group and the Splitco Group as set forth in this Section 2.03(d). To the extent that the Party entitled under applicable Law to an Employee Benefit Tax Item is determined, pursuant to a Final Determination or a change in Law as a result of which there is not substantial authority in support of the agreed allocation as provided in Schedule 2.03(d), to be other than the Party entitled to such Employee Benefit Tax Item under Schedule 2.03(d), the Party entitled to such Employee Benefit Tax Item under applicable Law shall pay the other Party the amount of any Tax Benefit actually realized with respect to such Employee Benefit Tax Item within thirty (30) days following the filing date of a Tax Return which reflects the realization of such Tax Benefit item. (ed) Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations in of this Agreement, (i) any and all prior Tax sharing or allocation agreements or practices between any member of the CCE Group, on one hand, Verizon Group and any member of the Splitco Group, on the other hand, Spinco Group shall be terminated with respect to the Spinco Group as of or before the Effective TimeDistribution Date, and no member of one group the Spinco Group shall have any continuing rights or obligations thereunder with respect thereunder. (e) A Party receiving a refund to any member which another Party is entitled pursuant to this Agreement shall pay the amount to which such other Party is entitled within ten (10) Business Days after the receipt of the other group and (ii) any and all powers of attorney with respect to any member of the CCE Group shall be terminated as of or before the Effective Time, and no member of the CCE Group shall have any continuing obligations thereunderrefund.