Common use of Appraisal Process Clause in Contracts

Appraisal Process. In the event Marathon and Ashland are unable to reach an agreement as to such Fair Market Value of Marathon Equity Securities and such 7.04 Discount Amount, if any, within the 15-day period referred to in clause (a) above, then within five Business Days after the expiration of such 15-day period (such fifth Business Day being referred to herein as the “7.04 Appraisal Process Commencement Date”), Marathon and Ashland each shall select a nationally recognized investment banking firm to (i) prepare a report which (1) sets forth such investment banking firm’s determination of the Fair Market Value of such Marathon Equity Securities (which shall be a single amount as opposed to a range), taking into account, if there is a Holding Period, a 7.04 Discount Amount, which is determined by such investment banking firm, and (2) includes work papers which separately indicate the basis for and the calculation of the Fair Market Value of such Marathon Equity Securities and, if there is a Holding Period, the basis for and the calculation of the 7.04 Discount Amount (a “7.04 Appraisal Report”) and (ii) deliver to Marathon or Ashland, as the case may be, an oral and written opinion addressed to such party as to the Fair Market Value of such Marathon Equity Securities (which opinion shall take into account a 7.04 Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities). The fees and expenses of each investment banking firm shall be paid by the party selecting such investment banking firm. Each of Marathon and Ashland shall instruct its respective investment banking firm to (i) not consult with the other investment banking firm with respect to its view as to the Fair Market Value of such Marathon Equity Securities and the 7.04 Discount Amount prior to the time that both investment banking firms have delivered their respective opinions to Marathon and Ashland, as applicable, (ii) deliver their respective 7.04 Appraisal Reports, together with their oral and written opinions as to the Fair Market Value of such Marathon Equity Securities (the “7.04 Initial Opinion Values”), within 15 days after the 7.04 Appraisal Process Commencement Date, and (iii) deliver a copy of its written opinion and its 7.04 Appraisal Report to the Company, the other party and the other party’s investment banking firm at the time it delivers its oral and written opinion to Marathon or Ashland, as applicable. If the 7.04 Initial Opinion Values differ and the lesser 7.04 Initial Opinion Value equals or exceeds 90% of the greater 7.04 Initial Opinion Value, the Fair Market Value of such Marathon Equity Securities shall be deemed to be an amount equal to (1) the sum of the 7.04 Initial Opinion Values divided by (2) two. If the 7.04 Initial Opinion Values differ and the lesser 7.04 Initial Opinion Value is less than 90% of the greater 7.04 Initial Opinion Value, then:

Appraisal Process. In the event Marathon and Ashland are unable to reach an agreement as to such Fair Market Value of Marathon Equity Securities and such 7.04 the 7.03(b) Discount Amount, if any, Amount within the 15-day period referred to in clause (ai) above, then within five Business Days after the expiration of such 15-day period (such fifth Business Day being referred to herein as the “7.04 7.03(b) Appraisal Process Commencement Date”), Marathon and Ashland each shall select a nationally recognized investment banking firm to (iA) prepare a report which (1) sets forth such investment banking firm’s determination of the Fair Market Value of such Marathon Equity Securities 7.03(b) Discount Amount (which shall be a single amount as opposed to a range), taking into account, if there is a Holding Period, a 7.04 Discount Amount, which is determined by such investment banking firm, ) and (2) includes work papers which separately indicate the basis for and the calculation of the Fair Market Value of such Marathon Equity Securities and, if there is a Holding Period, the basis for and the calculation of the 7.04 7.03(b) Discount Amount (a “7.04 7.03(b) Appraisal Report”) and (iiB) deliver to Marathon or Ashland, as the case may be, an oral and written opinion addressed to such party as to the Fair Market Value of such Marathon Equity Securities (which opinion shall take into account a 7.04 7.03(b) Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities)Amount. The fees and expenses of each investment banking firm shall be paid by the party selecting such investment banking firm. Each of Marathon and Ashland shall instruct its respective investment banking firm to (i) not consult with the other investment banking firm with respect to its view as to the Fair Market Value of such Marathon Equity Securities and the 7.04 7.03(b) Discount Amount prior to the time that both investment banking firms have delivered their respective opinions to Marathon and Ashland, as applicable, (ii) deliver their respective 7.04 7.03(b) Appraisal Reports, together with their oral and written opinions as to the Fair Market Value of such Marathon Equity Securities 7.03(b) Discount Amount (the “7.04 7.03(b) Initial Opinion Values”), within 15 days after the 7.04 7.03(b) Appraisal Process Commencement Date, and (iii) deliver a copy of its written opinion and its 7.04 7.03(b) Appraisal Report to the Company, the other party and the other party’s investment banking firm at the time it delivers its oral and written opinion to Marathon or Ashland, as applicable. If the 7.04 7.03(b) Initial Opinion Values differ and the lesser 7.04 7.03(b) Initial Opinion Value equals or exceeds 90% of the greater 7.04 7.03(b) Initial Opinion Value, the Fair Market Value of such Marathon Equity Securities 7.03(b) Discount Amount shall be deemed to be an amount equal to (1) the sum of the 7.04 7.03(b) Initial Opinion Values divided by (2) two. If the 7.04 7.03(b) Initial Opinion Values differ and the lesser 7.04 7.03(b) Initial Opinion Value is less than 90% of the greater 7.04 7.03(b) Initial Opinion Value, then:

Appraisal Process. In the event Marathon and Ashland are unable to reach an agreement as to such Fair the Market Value of Marathon Equity Securities and such 7.04 Discount Amount, if any, the Company within the 1560-day period referred to in clause (a) aboveSection 6.01(a), then within five Business Days after the expiration of such 1560-day period (such fifth Business Day being referred to herein as the “7.04 6.01 Appraisal Process Commencement Date”), Marathon and Ashland each shall select a nationally recognized investment banking firm to (i) prepare a report which (1A) sets forth such investment banking firm’s determination of the Fair Market Value of such Marathon Equity Securities the Company (which shall be a single amount as opposed to a range), taking into account, if there is a Holding Period, a 7.04 Discount Amount, which is determined by such investment banking firm, ) and (2B) includes work papers which separately indicate the basis for and the calculation of the Fair Market Value of such Marathon Equity Securities and, if there is a Holding Period, the basis for and the calculation of the 7.04 Discount Amount Company (a “7.04 6.01 Appraisal Report”) and (ii) deliver to Marathon or Ashland, as the case may be, an oral and written opinion addressed to such party as to the Fair Market Value of such Marathon Equity Securities (which opinion shall take into account a 7.04 Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities)the Company. The fees and expenses of each investment banking firm shall be paid by the party selecting such investment banking firm. Each of Marathon and Ashland shall instruct its respective investment banking firm to (i) not consult with the other investment banking firm with respect to its view as to the Fair Market Value of such Marathon Equity Securities and the 7.04 Discount Amount Company prior to the time that both investment banking firms have delivered their respective opinions to Marathon and or Ashland, as applicable, (ii) determine the Market Value of the Company in accordance with Section 6.01(c), (iii) deliver their respective 7.04 6.01 Appraisal Reports, together with their oral and written opinions as to the Fair Market Value of such Marathon Equity Securities the Company (the “7.04 6.01 Initial Opinion Values”), within 15 60 days after the 7.04 6.01 Appraisal Process Commencement Date, and (iiiiv) deliver a copy of its written opinion and its 7.04 6.01 Appraisal Report to the Company, the other party and the other party’s investment banking firm at the time it delivers its oral and written opinion to Marathon or Ashland, as applicable. If the 7.04 6.01 Initial Opinion Values differ and the lesser 7.04 6.01 Initial Opinion Value equals or exceeds 90% of the greater 7.04 6.01 Initial Opinion Value, the Fair Market Value of such Marathon Equity Securities the Company shall be deemed to be an amount equal to (1i) the sum of the 7.04 6.01 Initial Opinion Values divided by (2ii) two. If the 7.04 6.01 Initial Opinion Values differ and the lesser 7.04 6.01 Initial Opinion Value is less than 90% of the greater 7.04 6.01 Initial Opinion Value, then:

Appraisal Process. In the event Marathon and Ashland are unable to reach an agreement as to such Fair Market Value of Marathon Equity Securities and such 7.04 Discount Amount, if any, within the 15-day period referred to in clause (a) above, then within five Business Days after the expiration of such 15-day period (such fifth Business Day being referred to herein as the “"7.04 Appraisal Process Commencement Date”"), Marathon and Ashland each shall select a nationally recognized investment banking firm to (i) prepare a report which (1) sets forth such investment banking firm’s 's determination of the Fair Market Value of such Marathon Equity Securities (which shall be a single amount as opposed to a range), taking into account, if there is a Holding Period, a 7.04 Discount Amount, which is determined by such investment banking firm, and (2) includes work papers which separately indicate the basis for and the calculation of the Fair Market Value of such Marathon Equity Securities and, if there is a Holding Period, the basis for and the calculation of the 7.04 Discount Amount (a “"7.04 Appraisal Report”") and (ii) deliver to Marathon or Ashland, as the case may be, an oral and written opinion addressed to such party as to the Fair Market Value of such Marathon Equity Securities (which opinion shall take into account a 7.04 Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities). The fees and expenses of each investment banking firm shall be paid by the party selecting such investment banking firm. Each of Marathon and Ashland shall instruct its respective investment banking firm to (i) not consult with the other investment banking firm with respect to its view as to the Fair Market Value of such Marathon Equity Securities and the 7.04 Discount Amount prior to the time that both investment banking firms have delivered their respective opinions to Marathon and Ashland, as applicable, (ii) deliver their respective 7.04 Appraisal Reports, together with their oral and written opinions as to the Fair Market Value of such Marathon Equity Securities (the “"7.04 Initial Opinion Values”"), within 15 days after the 7.04 Appraisal Process Commencement Date, and (iii) deliver a copy of its written opinion and its 7.04 Appraisal Report to the Company, the other party and the other party’s 's investment banking firm at the time it delivers its oral and written opinion to Marathon or Ashland, as applicable. If the 7.04 Initial Opinion Values differ and the lesser 7.04 Initial Opinion Value equals or exceeds 90% of the greater 7.04 Initial Opinion Value, the Fair Market Value of such Marathon Equity Securities shall be deemed to be an amount equal to (1) the sum of the 7.04 Initial Opinion Values divided by (2) two. If the 7.04 Initial Opinion Values differ and the lesser 7.04 Initial Opinion Value is less than 90% of the greater 7.04 Initial Opinion Value, then:

Appraisal Process. In the event Marathon and Ashland are unable to reach an agreement as to such Fair the Market Value of Marathon Equity Securities and such 7.04 Discount Amount, if any, the Company within the 1560-day period referred to in clause (a) aboveSection 6.01(a), then within five Business Days after the expiration of such 1560-day period (such fifth Business Day being referred to herein as the “7.04 "6.01 Appraisal Process Commencement Date”"), Marathon and Ashland each shall select a nationally recognized investment banking firm to (i) prepare a report which (1A) sets forth such investment banking firm’s 's determination of the Fair Market Value of such Marathon Equity Securities the Company (which shall be a single amount as opposed to a range), taking into account, if there is a Holding Period, a 7.04 Discount Amount, which is determined by such investment banking firm, ) and (2B) includes work papers which separately indicate the basis for and the calculation of the Fair Market Value of such Marathon Equity Securities and, if there is a Holding Period, the basis for and the calculation of the 7.04 Discount Amount Company (a “7.04 "6.01 Appraisal Report”") and (ii) deliver to Marathon or Ashland, as the case may be, an oral and written opinion addressed to such party as to the Fair Market Value of such Marathon Equity Securities (which opinion shall take into account a 7.04 Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities)the Company. The fees and expenses of each investment banking firm shall be paid by the party selecting such investment banking firm. Each of Marathon and Ashland shall instruct its respective investment banking firm to (i) not consult with the other investment banking firm with respect to its view as to the Fair Market Value of such Marathon Equity Securities and the 7.04 Discount Amount Company prior to the time that both investment banking firms have delivered their respective opinions to Marathon and or Ashland, as applicable, (ii) determine the Market Value of the Company in accordance with Section 6.01(c), (iii) deliver their respective 7.04 6.01 Appraisal Reports, together with their oral and written opinions as to the Fair Market Value of such Marathon Equity Securities the Company (the “7.04 "6.01 Initial Opinion Values”"), within 15 60 days after the 7.04 6.01 Appraisal Process Commencement Date, and (iiiiv) deliver a copy of its written opinion and its 7.04 6.01 Appraisal Report to the Company, the other party and the other party’s 's investment banking firm at the time it delivers its oral and written opinion to Marathon or Ashland, as applicable. If the 7.04 6.01 Initial Opinion Values differ and the lesser 7.04 6.01 Initial Opinion Value equals or exceeds 90% of the greater 7.04 6.01 Initial Opinion Value, the Fair Market Value of such Marathon Equity Securities the Company shall be deemed to be an amount equal to (1i) the sum of the 7.04 6.01 Initial Opinion Values divided by (2ii) two. If the 7.04 6.01 Initial Opinion Values differ and the lesser 7.04 6.01 Initial Opinion Value is less than 90% of the greater 7.04 6.01 Initial Opinion Value, then:

Appraisal Process. In the event Marathon and Ashland are unable ------------------ to reach an agreement as to such Fair the Market Value of Marathon Equity Securities and such 7.04 Discount Amount, if any, the Company within the 1560-day period referred to in clause (a) aboveSection 6.01(a), then within five Business Days after the expiration of such 1560-day period (such fifth Business Day being referred to herein as the “7.04 "6.01 Appraisal Process Commencement Date”"), Marathon and Ashland ---------------------------------------- each shall select a nationally recognized investment banking firm to (i) prepare a report which (1A) sets forth such investment banking firm’s 's determination of the Fair Market Value of such Marathon Equity Securities the Company (which shall be a single amount as opposed to a range), taking into account, if there is a Holding Period, a 7.04 Discount Amount, which is determined by such investment banking firm, ) and (2B) includes work papers which separately indicate the basis for and the calculation of the Fair Market Value of such Marathon Equity Securities and, if there is a Holding Period, the basis for and the calculation of the 7.04 Discount Amount Company (a “7.04 "6.01 Appraisal Report”") and (ii) deliver --------------------- to Marathon or Ashland, as the case may be, an oral and written opinion addressed to such party as to the Fair Market Value of such Marathon Equity Securities (which opinion shall take into account a 7.04 Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities)the Company. The fees and expenses of each investment banking firm shall be paid by the party selecting such investment banking firm. Each of Marathon and Ashland shall instruct its respective investment banking firm to (i) not consult with the other investment banking firm with respect to its view as to the Fair Market Value of such Marathon Equity Securities and the 7.04 Discount Amount Company prior to the time that both investment banking firms have delivered their respective opinions to Marathon and or Ashland, as applicable, (ii) determine the Market Value of the Company in accordance with Section 6.01(c), (iii) deliver their respective 7.04 6.01 Appraisal Reports, together with their oral and written opinions as to the Fair Market Value of such Marathon Equity Securities the Company (the “7.04 "6.01 Initial Opinion -------------------- Values”"), within 15 60 days after the 7.04 6.01 Appraisal Process Commencement Date, and (iiiiv) deliver a copy of its written opinion and its 7.04 6.01 Appraisal Report to the Company, the other party and the other party’s 's investment banking firm at the time it delivers its oral and written opinion to Marathon or Ashland, as applicable. If the 7.04 6.01 Initial Opinion Values differ and the lesser 7.04 6.01 Initial Opinion Value equals or exceeds 90% of the greater 7.04 6.01 Initial Opinion Value, the Fair Market Value of such Marathon Equity Securities the Company shall be deemed to be an amount equal to (1i) the sum of the 7.04 6.01 Initial Opinion Values divided by (2ii) two. If the 7.04 6.01 Initial Opinion Values differ and the lesser 7.04 6.01 Initial Opinion Value is less than 90% of the greater 7.04 6.01 Initial Opinion Value, then:

Appraisal Process. In the event Marathon WECC and Ashland Global are unable to reach an agreement as to such Fair the Market Value of Marathon Equity Securities and such 7.04 Discount Amount, if any, the Partnership within the 1560-day period referred to in clause (a) aboveSection 13.1(a), then within five Business Days after the expiration of such 1560-day period (such fifth Business Day being referred to herein as the “7.04 "13.1 Appraisal Process Commencement Date”"), Marathon WECC and Ashland Global each shall select a nationally recognized investment banking firm to who shall (i) prepare a report which (1A) sets forth such investment banking firm’s 's determination of the Fair Market Value of such Marathon Equity Securities the Partnership (which shall be a single amount as opposed to a range), taking into account, if there is a Holding Period, a 7.04 Discount Amount, which is determined by such investment banking firm, ) and (2B) includes work papers which separately indicate the basis for and the calculation of the Fair Market Value of such Marathon Equity Securities and, if there is a Holding Period, the basis for and the calculation of the 7.04 Discount Amount Partnership (a “7.04 "13.1 Appraisal Report”") and (ii) deliver to Marathon WECC or AshlandGlobal, as the case may be, an oral and written opinion addressed to such party as to the Fair Market Value of such Marathon Equity Securities (which opinion shall take into account a 7.04 Discount Amount if there is a Holding Period with respect to such Marathon Equity Securities)the Partnership. The fees and expenses of each investment banking firm shall be paid by the party selecting such investment banking firm. Each of Marathon WECC and Ashland Global shall instruct its respective investment banking firm to (i) not consult with the other investment banking firm with respect to its view as to the Fair Market Value of such Marathon Equity Securities and the 7.04 Discount Amount Partnership prior to the time that both investment banking firms have delivered their respective opinions to Marathon and AshlandWECC or Global, as applicable, (ii) determine the Market Value of the Partnership in accordance with Section 13.1(c), (iii) deliver their respective 7.04 13.1 Appraisal Reports, together with their oral and written opinions as to the Fair Market Value of such Marathon Equity Securities the Partnership (the “7.04 "13.1 Initial Opinion Values”"), within 15 30 days after the 7.04 13.1 Appraisal Process Commencement Date, and (iiiiv) deliver a copy of its written opinion and its 7.04 13.1 Appraisal Report to the CompanyPartnership, the other party and the other party’s 's investment banking firm at the time it delivers its oral and written opinion to Marathon WECC or AshlandGlobal, as applicable. The opinions and reports of the two investment banking firms shall be delivered at the same time. If the 7.04 two 13.1 Initial Opinion Values differ and the lesser 7.04 13.1 Initial Opinion Value equals or exceeds 90% of the greater 7.04 13.1 Initial Opinion Value, the Fair Market Value of such Marathon Equity Securities the Partnership shall be deemed to be an amount equal to (1i) the sum of the 7.04 two 13.1 Initial Opinion Values divided by (2ii) two. If the 7.04 13.1 Initial Opinion Values differ and the lesser 7.04 13.1 Initial Opinion Value is less than 90% of the greater 7.04 13.1 Initial Opinion Value, then: