Common use of Carrybacks Clause in Contracts

Carrybacks. (a) The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws). (i) Subject to Section 4.02(c) and (d), in the event that any member of the GLPI Group realizes any loss, credit or other Tax Attribute in a Post-Closing Period of such member, such member may elect to carry back such loss, credit or other Tax Attribute to a Pre-Closing Period or Straddle Period of Penn. Penn shall cooperate with GLPI and such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at GLPI’s cost and expense; provided, that Penn shall not be required to seek such Refund and GLPI and such member shall not be permitted to seek such Refund, in each case to the extent that such Refund would reasonably be expected to materially adversely impact Penn (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of Penn, which consent shall not be unreasonably withheld or delayed. GLPI (or such member) shall be entitled to any Refund realized by any member of the Penn Group or the GLPI Group resulting from such carryback. (ii) Subject to Section 4.02(c) and (d), in the event that any member of the Penn Group realizes any loss, credit or other Tax Attribute in a Post-Closing Period of such member, such member may elect to carry back such loss, credit or other Tax Attribute to a Pre-Closing Period or Straddle Period of such member. GLPI shall cooperate with Penn and such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at Penn’s cost and expense; provided, that GLPI shall not be required to seek such Refund and Penn and such member shall not be permitted to seek such Refund, in each case to the extent that such Refund would reasonably be expected to materially adversely impact GLPI (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of GLPI, which consent shall not be unreasonably withheld or delayed. Penn (or such member) shall be entitled to any Refund realized by any member of the GLPI Group or the Penn Group resulting from such carryback. (c) Except as otherwise provided by applicable Law, if any loss, credit or other Tax Attribute of the Penn Business and the GLPI Business both would be eligible to be carried back or carried forward to the same Pre-Closing Period (had such carryback been the only carryback to such taxable period), any Refund resulting therefrom shall be allocated between Penn and GLPI proportionately based on the relative amounts of the Refunds to which the Penn Business and the GLPI Business, respectively, would have been entitled had such carryback been the only carryback to such taxable period. (d) To the extent the amount of any Refund under this Section 4.02 is later reduced by a Taxing Authority or a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.02.

Carrybacks. (a) The carryback of any loss, credit credit, or other Tax Attribute Item from any Post-Closing Offering Taxable Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Lawslaws). (ib) Subject to Section 4.02(c) and (d2.5(d), in the event that any member of the GLPI Venator Group realizes any loss, credit or other Tax Attribute Item in a Post-Closing Offering Taxable Period of such member, such member may elect to carry back such Tax Item to a Pre-Offering Taxable Period or a Straddle Period of Huntsman or the Huntsman Group. Huntsman shall cooperate with Venator and such member in amending the relevant Tax Return or seeking any Tax Refund from the appropriate Tax Authority that reasonably would result from such carryback (including by filing an amended Tax Return), at Venator’s cost and expense. To the extent not reflected in an adjustment to Venator Taxes pursuant to Sections 2.1 and 2.3, Venator shall be entitled to any Tax Refund that is directly and exclusively attributable to such carryback, and Huntsman shall be entitled to any Tax Refund to which Venator is not entitled pursuant to this Section 2.5(b). (c) Subject to Section 2.5(d), in the event that any member of the Huntsman Group realizes any loss, credit or other Tax Item in a Post-Offering Taxable Period of such member, such member may elect to carry back such loss, credit or other Tax Attribute Item to a Pre-Closing Offering Taxable Period or a Straddle Period of Pennsuch member. Penn Venator shall cooperate with GLPI Huntsman and such member in seeking from the appropriate Taxing Tax Authority any Tax Refund that reasonably would result from such carryback (including by filing an amended Tax Return) ), at GLPIHuntsman’s cost and expense; provided, that Penn shall not be required to seek such Refund and GLPI and such member shall not be permitted to seek such Refund, in each case to . To the extent that such Refund would reasonably be expected not reflected in an adjustment to materially adversely impact Penn (including through an increase in Huntsman Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used)pursuant to Sections 2.2 and 2.3, in each case without the prior written consent of Penn, which consent shall not be unreasonably withheld or delayed. GLPI (or such member) Huntsman shall be entitled to any Tax Refund realized by any member of the Penn Group or the GLPI Group resulting from such carryback. (ii) Subject to Section 4.02(c) and (d), in the event that any member of the Penn Group realizes any loss, credit or other Tax Attribute in a Post-Closing Period of such member, such member may elect to carry back such loss, credit or other Tax Attribute to a Pre-Closing Period or Straddle Period of such member. GLPI shall cooperate with Penn and such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at Penn’s cost and expense; provided, that GLPI shall not be required to seek such Refund and Penn and such member shall not be permitted to seek such Refund, in each case to the extent that such Refund would reasonably be expected to materially adversely impact GLPI (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of GLPI, which consent shall not be unreasonably withheld or delayed. Penn (or such member) shall be entitled to any Refund realized by any member of the GLPI Group or the Penn Group resulting from such carryback. (c) Except as otherwise provided by applicable Lawlaw, if any loss, credit Tax Item of Huntsman or other Tax Attribute of the Penn Business and the GLPI Business both Venator would be eligible to be carried back or carried forward to the same Pre-Closing Offering Taxable Period (had such carryback been the only carryback to such taxable period), any Tax Refund resulting therefrom shall be allocated between Penn Huntsman and GLPI Venator proportionately based on the relative amounts of the Tax Refunds to which the Penn Business Huntsman and the GLPI BusinessVenator, respectively, would have been entitled had such carryback been the only carryback to such taxable periodentitled. (d) To the extent the amount of any Refund under this Section 4.02 is later reduced by a Taxing Authority or a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.02.

Carrybacks. (a) The carryback of any loss, credit credit, or other Tax Attribute from any Post-Closing Distribution Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local local, or foreign Laws). (i) Subject to Section 4.02(c2.06(c) and (d), in the event that any member of the GLPI PropCo Group realizes any loss, credit credit, or other Tax Attribute in a Post-Closing Distribution Period of such member, such member may elect to carry back such loss, credit credit, or other Tax Attribute to a Pre-Closing Distribution Period or Straddle Period of PennEnsign. Penn Ensign shall cooperate with GLPI PropCo and such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at GLPIPropCo’s cost and expense; provided, that Penn Ensign shall not be required to seek such Refund Refund, and GLPI PropCo and such member shall not be permitted to seek such Refund, in each case to the extent that such Refund would reasonably be expected to materially adversely impact Penn Ensign (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of PennEnsign, which consent shall not be unreasonably withheld or delayed. GLPI PropCo (or such member) shall be entitled to any Refund realized by any member of the Penn Ensign Group or the GLPI PropCo Group resulting from such carryback. (ii) Subject to Section 4.02(c2.06(c) and (d), in the event that any member of the Penn Ensign Group realizes any loss, credit or other Tax Attribute in a Post-Closing Distribution Period of such member, such member may elect to carry back such loss, credit or other Tax Attribute to a Pre-Closing Distribution Period or Straddle Period of such member. GLPI PropCo shall cooperate with Penn Ensign and such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at PennEnsign’s cost and expense; provided, that GLPI PropCo shall not be required to seek such Refund and Penn Ensign and such member shall not be permitted to seek such Refund, in each case to the extent that such Refund would reasonably be expected to materially adversely impact GLPI PropCo (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of GLPIPropCo, which consent shall not be unreasonably withheld or delayed. Penn Ensign (or such member) shall be entitled to any Refund realized by any member of the GLPI PropCo Group or the Penn Ensign Group resulting from such carryback. (c) Except as otherwise provided by applicable Law, if any loss, credit or other Tax Attribute of the Penn Ensign Business and the GLPI PropCo Business both would be eligible to be carried back or carried forward to the same Pre-Closing Distribution Period (had such carryback been the only carryback to such taxable period), any Refund resulting therefrom shall be allocated between Penn Ensign and GLPI PropCo proportionately based on the relative amounts of the Refunds to which the Penn Ensign Business and the GLPI PropCo Business, respectively, would have been entitled had such carryback been the only carryback to such taxable period. (d) To the extent the amount of any Refund under this Section 4.02 2.06 is later reduced by a Taxing Authority or a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.022.06.

Carrybacks. (a) The carryback of any loss, credit credit, or other Tax Attribute from any Post-Closing Distribution Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local local, or foreign Lawsnon-U.S. Law). (i) Subject to Section 4.02(c2.06(c) and (d), in the event that any member of the GLPI SpinCo Group realizes any loss, credit credit, or other Tax Attribute in a Post-Closing Distribution Period of such member, such member may elect to carry back such loss, credit credit, or other Tax Attribute to a Pre-Closing Distribution Period or Straddle Period of PennEnsign. Penn Ensign shall cooperate with GLPI SpinCo and such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at GLPISpinCo’s cost and expense; provided, that Penn Ensign shall not be required to seek such Refund Refund, and GLPI SpinCo and such member shall not be permitted to seek such Refund, in each case to the extent that such Refund would reasonably be expected to materially adversely impact Penn Ensign (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of PennEnsign, which consent shall not be unreasonably withheld or delayed. GLPI SpinCo (or such member) shall be entitled to any Refund realized by any member of the Penn Ensign Group or the GLPI SpinCo Group resulting from such carryback. (ii) Subject to Section 4.02(c2.06(c) and (d), in the event that any member of the Penn Ensign Group realizes any loss, credit or other Tax Attribute in a Post-Closing Distribution Period of such member, such member may elect to carry back such loss, credit or other Tax Attribute to a Pre-Closing Distribution Period or Straddle Period of such member. GLPI SpinCo shall cooperate with Penn Ensign and such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at PennEnsign’s cost and expense; provided, that GLPI SpinCo shall not be required to seek such Refund and Penn Ensign and such member shall not be permitted to seek such Refund, in each case to the extent that such Refund would reasonably be expected to materially adversely impact GLPI SpinCo (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of GLPISpinCo, which consent shall not be unreasonably withheld or delayed. Penn Ensign (or such member) shall be entitled to any Refund realized by any member of the GLPI SpinCo Group or the Penn Ensign Group resulting from such carryback. (c) Except as otherwise provided by applicable Law, if any loss, credit or other Tax Attribute of the Penn Ensign Business and the GLPI SpinCo Business both would be eligible to be carried back or carried forward to the same Pre-Closing Distribution Period (had such carryback been the only carryback to such taxable period), any Refund resulting therefrom shall be allocated between Penn Ensign and GLPI SpinCo proportionately based on the relative amounts of the Refunds to which the Penn Ensign Business and the GLPI SpinCo Business, respectively, would have been entitled had such carryback been the only carryback to such taxable period. (d) To the extent the amount of any Refund under this Section 4.02 2.06 is later reduced by a Taxing Authority or a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.022.06.

Carrybacks. (a) The carryback of any loss, credit credit, or other Tax Attribute from any Post-Closing Distribution Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local local, or foreign Lawsnon-U.S. Law). (i) Subject to Section 4.02(c2.07(c) and (d), in the event that any member of the GLPI Constellation Group realizes any loss, credit credit, or other Tax Attribute in a Post-Closing Distribution Period of such member, such member may elect to carry back such loss, credit credit, or other Tax Attribute to a Pre-Closing Distribution Period or Straddle Period of PennExelon. Penn Exelon shall cooperate with GLPI Constellation and such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at GLPIConstellation’s cost and expense; provided, however, that Penn Exelon shall not be required to seek such Refund Refund, and GLPI Constellation and such member shall not be permitted to seek or otherwise be entitled to such Refund, in each case to the extent that such Refund would reasonably be expected to materially adversely impact Penn Exelon (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of PennExelon, which consent shall not be unreasonably withheld or delayed. GLPI Subject to the foregoing, Constellation (or such member) shall be entitled to any Refund realized by any member of the Penn Exelon Group or the GLPI Constellation Group resulting from such carryback. (ii) Subject to Section 4.02(c2.07(c) and (d), in the event that any member of the Penn Exelon Group realizes any loss, credit or other Tax Attribute in a Post-Closing Distribution Period of such member, such member may elect to carry back such loss, credit or other Tax Attribute to a Pre-Closing Distribution Period or Straddle Period of such member. GLPI Constellation shall cooperate with Penn Exelon and such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at PennExelon’s cost and expense; provided, however, that GLPI Constellation shall not be required to seek such Refund and Penn Exelon and such member shall not be permitted to seek or otherwise be entitled to such Refund, in each case to the extent that such Refund would reasonably be expected to materially adversely impact GLPI Constellation (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of GLPIConstellation, which consent shall not be unreasonably withheld or delayed. Penn Subject to the foregoing, Exelon (or such member) shall be entitled to any Refund realized by any member of the GLPI Constellation Group or the Penn Exelon Group resulting from such carryback. (c) Except as otherwise provided by applicable Law, if any loss, credit or other Tax Attribute of the Penn Exelon Business and the GLPI Constellation Business both would be eligible to be carried back or carried forward to the same Pre-Closing Distribution Period (had such carryback been the only carryback to such taxable period), any Refund resulting therefrom shall be allocated between Penn Exelon and GLPI Constellation proportionately based on the relative amounts of the Refunds to which the Penn Exelon Business and the GLPI Constellation Business, respectively, would have been entitled had such carryback been the only carryback to such taxable period. (d) To the extent the amount of any Refund under this Section 4.02 2.07 is later reduced by a Taxing Authority or a Tax Proceeding, such reduction (together with any corresponding interest, penalties, or additions to Tax) shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.022.07, and an appropriate adjusting payment shall be made.

Carrybacks. (a) The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws). (i) Subject to Section 4.02(c) and (d), in a. In the event that Cygnet or any member of the GLPI Cygnet Group realizes any loss, credit desires to carry back a loss or other Tax Attribute in a Post-attribute arising after the Asset Closing Period of such member, such member may elect to carry back such loss, credit or other Tax Attribute Date (the "Cygnet Carryback") to a Pre-Closing Period with respect to a joint, combined, consolidated or Straddle Period of Penn. Penn shall cooperate with GLPI and such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended unitary Tax Return) at GLPI’s cost and expense; provided, that Penn Cygnet shall not be required to seek such Refund and GLPI and such member shall not be permitted to seek such Refund, notify the Company in each case to the extent that such Refund would reasonably be expected to materially adversely impact Penn (including through an increase in Taxes or a loss or reduction writing of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of Penn, which consent shall not be unreasonably withheld or delayed. GLPI (or such member) shall be entitled to any Refund realized by any member of the Penn Group or the GLPI Group resulting from such carryback. (ii) Subject to Section 4.02(c) and (d), in the event that any member of the Penn Group realizes any loss, credit or other Tax Attribute in a Post-Closing Period of such member, such member may elect its intent to carry back such lossitem (and to forego any election to waive such Carryback). Such notification shall include a certification by an appropriate officer of Cygnet setting forth Cygnet's belief, credit based on a thorough examination of the facts and law relating to the tax treatment of such item, that the tax treatment of such item is supported by "substantial authority" within the meaning of Code Section 6662 (and the Treasury Regulations promulgated thereunder). Promptly upon its receipt of such notification, the Company shall notify Cygnet, in writing, as to whether the Company believes that the filing of the Cygnet Carryback will result in any Deemed Tax Reduction under Section 7.11.c and if so, the Company shall provide information to Cygnet pertaining to the amount of such Deemed Tax Reduction and the computation thereof. The Company shall cooperate with Cygnet in connection with the filing and processing of any Cygnet Carryback and shall provide Cygnet with copies of all correspondence in connection therewith. b. Subject to Section 7.11.c, if, pursuant to the terms of Section 7.11.a, Cygnet elects to carryback a loss or other Tax Attribute attribute to a Pre-Closing Period or Straddle Period of such member. GLPI Period, the Company shall cooperate with Penn and such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at Penn’s cost and expense; provided, that GLPI shall not be required obligated to seek such Refund and Penn and such member shall not be permitted make a payment to seek such Refund, in each case Cygnet equal to the extent that amount by which the Taxes imposed on the Company Group for such Refund would reasonably be expected to materially adversely impact GLPI (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of GLPI, which consent shall not be unreasonably withheld or delayed. Penn (or such member) shall be entitled to any Refund realized by any member of the GLPI Group or the Penn Group resulting from such carryback. (c) Except as otherwise provided by applicable Law, if any loss, credit or other Tax Attribute of the Penn Business and the GLPI Business both would be eligible to be carried back or carried forward to the same Pre-Closing Period (had such carryback have been the only carryback to such taxable period), any Refund resulting therefrom shall be allocated between Penn and GLPI proportionately based on the relative amounts reduced as a result of utilization of the Refunds to which Cygnet Carryback (the Penn Business and the GLPI Business, respectively, would have been entitled had such carryback been the only carryback to such taxable period"Company Tax Reduction"). (d) To the extent c. For purposes of computing the amount of the Company Tax Reduction, if, in the absence of the Cygnet Carryback, losses or other Tax attributes of the Company or its Affiliates would have resulted in a reduction of Taxes of the Company Group for such Period (the "Deemed Tax Reduction"), the amount of the Company Tax Reduction shall be reduced by the amount of the Deemed Tax Reduction. In the event any Refund under losses or other Tax attributes of the Company which are taken into account in computing a Deemed Tax Reduction are subsequently utilized by the Company Group to reduce Taxes in a future Tax Period, the Company shall be obligated to pay to Cygnet the amount of such subsequent Tax reduction (provided that the aggregate amount of payments to Cygnet with respect to any Cygnet Carryback shall not exceed the Company Tax Reduction computed without regard to the first sentence of this Section 4.02 is later reduced by a Taxing Authority or a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.027.11.c).

Carrybacks. (a) The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws). (i) Subject to Section 4.02(c) and (d), in the event that If any member of the GLPI New Fluor Group realizes incurs a Carryback item which may be carried back to (i) a Tax Period ending on or before, or which includes, the Distribution Date with respect to which a Separate Company Tax Return was filed by or on behalf of the New Fluor Group or any lossmember thereof, credit or other (ii) a Tax Attribute in Period with respect to which a Post-Closing Period of such memberConsolidated or Combined Tax Return was filed, the New Fluor Group (or such member may elect thereof) shall be entitled, to the extent permitted or required by Law, to carry back such lossCarryback item to the Tax Period covered by such Tax Return. Such member's right hereunder shall include, credit or other Tax Attribute but not be limited to, the filing of a refund claim pursuant to a Pre-Closing Period or Straddle Period Code Section 6411, the filing of Penn. Penn shall cooperate with GLPI and such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at GLPI’s cost Returns, and expense; provided, that Penn shall not be required to seek such Refund and GLPI and such member shall not be permitted to seek such Refundthe filing of refund claims based on the applicable Carryback item, in each case to the extent that such Refund would reasonably be expected to materially adversely impact Penn a filing is permissible (including through an increase in Taxes or any such filing, a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used"Carryback Adjustment Request"), in each case without the prior written consent of Penn, which consent shall not be unreasonably withheld or delayed. GLPI (or such member) shall be entitled to any Refund realized by any member of the Penn Group or the GLPI Group resulting from such carryback. (ii) Subject to Section 4.02(c) and (d), in In the event that any member such filing of the Penn Group realizes any loss, credit a Carryback Adjustment Request or other Tax Attribute in a Post-Closing Period of action with respect to the Carryback item must be filed or taken by Parent to be effective, Parent shall effect such memberfiling or take such action as reasonably requested by New Fluor, such member may elect to carry back such loss, credit or other Tax Attribute to a Pre-Closing Period or Straddle Period of such member. GLPI and Parent shall otherwise cooperate with Penn and such member the New Fluor Group in seeking from the appropriate Taxing Tax Authority any Refund Tax refund or other Tax Benefit that may reasonably would result from such carryback (including by filing an amended Tax Return) at Penn’s cost and expense; provided, that GLPI shall not be required to seek such Refund and Penn and such member shall not be permitted to seek such Refund, in each case attributable to the extent that such Refund would reasonably Carryback item. Tax refunds or other Tax Benefits resulting from Carrybacks with respect to Separate Company Returns, and Tax refunds, Tax Benefits and reallocations of Consolidated or Combined Tax liabilities resulting from Carrybacks to Consolidated or Combined Tax Returns, shall be expected to materially adversely impact GLPI (including through an increase paid, credited and/or allocated in Taxes or a loss or reduction accordance with, and otherwise shall be subject to, the provisions of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been usedSection 5.04(d), in each case without the prior written consent of GLPI, which consent shall not be unreasonably withheld or delayed. Penn The New Fluor Group (or such memberapplicable members thereof) may, at its sole discretion, choose not to carry back any one or more Carryback items as to which it is entitled hereunder to file a Carryback Adjustment Request. Parent and the members of the Parent Group shall be entitled have identical rights, and New Fluor shall have identical obligations, with respect to Carryback items incurred by Parent or any Refund realized by any other member of the GLPI Parent Group or the Penn Group resulting from such carryback. (c) Except as otherwise provided by applicable Law, if any loss, credit or other Tax Attribute of the Penn Business and the GLPI Business both would be eligible to which may be carried back to (i) a Tax Period ending on or carried forward before, or which includes, the Distribution Date with respect to the same Pre-Closing Period (had such carryback been the only carryback to such taxable period), any Refund resulting therefrom shall be allocated between Penn and GLPI proportionately based which a Separate Company Tax Return was filed by or on the relative amounts behalf of the Refunds to which the Penn Business and the GLPI BusinessParent Group or any member thereof, respectively, would have been entitled had such carryback been the only carryback to such taxable period. or (dii) To the extent the amount of any Refund under this Section 4.02 is later reduced a Tax Period covered by a Taxing Authority Consolidated or a Combined Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.02.Return..

Carrybacks. (a) The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws). (i) Subject to Section 4.02(c) and (d), in In the event that Cygnet or any member of the GLPI Cygnet Group realizes any loss, credit desires to carry back a loss or other Tax Attribute in a Post-attribute arising after the Asset Closing Period of such member, such member may elect to carry back such loss, credit or other Tax Attribute Date (the "Cygnet Carryback") to a Pre-Closing Period with respect to a joint, combined, consolidated or Straddle Period unitary Tax Return, Cygnet shall notify the Company in writing of Pennits intent to carry back such item (and to forego any election to waive such Carryback). Penn Such notification shall include a certification by an appropriate officer of Cygnet setting forth Cygnet's belief, based on a thorough examination of the facts and law relating to the tax treatment of such item, that the tax treatment of such item is supported by "substantial authority" within the meaning of Code Section 6662 (and the Treasury Regulations promulgated thereunder). Promptly upon its receipt of such notification, the Company shall notify Cygnet, in writing, as to whether the Company believes that the filing of the Cygnet Carryback will result in any Deemed Tax Reduction under Section 7.11(c) and if so, the Company shall provide information to Cygnet pertaining to the amount of such Deemed Tax Reduction and the computation thereof. The Company shall cooperate with GLPI Cygnet in connection with the filing and such member processing of any Cygnet Carryback and shall provide Cygnet with copies of all correspondence in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at GLPI’s cost and expense; provided, that Penn shall not be required to seek such Refund and GLPI and such member shall not be permitted to seek such Refund, in each case to the extent that such Refund would reasonably be expected to materially adversely impact Penn (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of Penn, which consent shall not be unreasonably withheld or delayed. GLPI (or such member) shall be entitled to any Refund realized by any member of the Penn Group or the GLPI Group resulting from such carrybackconnection therewith. (iib) Subject to Section 4.02(c) and (d7.11(c), in if, pursuant to the event that any member terms of the Penn Group realizes any lossSection 7.11(a), credit Cygnet elects to carryback a loss or other Tax Attribute in a Post-Closing Period of such member, such member may elect to carry back such loss, credit or other Tax Attribute attribute to a Pre-Closing Period or Straddle Period of such member. GLPI Period, the Company shall cooperate with Penn and such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at Penn’s cost and expense; provided, that GLPI shall not be required obligated to seek such Refund and Penn and such member shall not be permitted make a payment to seek such Refund, in each case Cygnet equal to the extent that amount by which the Taxes imposed on the Company Group for such Refund would reasonably be expected to materially adversely impact GLPI (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would Pre-Closing Period have been used), in each case without the prior written consent reduced as a result of GLPI, which consent shall not be unreasonably withheld or delayed. Penn (or such member) shall be entitled to any Refund realized by any member utilization of the GLPI Group or Cygnet Carryback (the Penn Group resulting from such carryback"Company Tax Reduction"). (c) Except as otherwise provided by applicable LawFor purposes of computing the amount of the Company Tax Reduction, if any lossif, credit in the absence of the Cygnet Carryback, losses or other Tax Attribute attributes of the Penn Business and Company or its Affiliates would have resulted in a reduction of Taxes of the GLPI Business both would Company Group for such Period (the "Deemed Tax Reduction"), the amount of the Company Tax Reduction shall be eligible reduced by the amount of the Deemed Tax Reduction. In the event any losses or other Tax attributes of the Company which are taken into account in computing a Deemed Tax Reduction are subsequently utilized by the Company Group to reduce Taxes in a future Tax Period, the Company shall be carried back or carried forward obligated to pay to Cygnet the amount of such subsequent Tax reduction (provided that the aggregate amount of payments to Cygnet with respect to any Cygnet Carryback shall not exceed the Company Tax Reduction computed without regard to the same Pre-Closing Period (had such carryback been the only carryback to such taxable periodfirst sentence of this Section 7.11(c), any Refund resulting therefrom shall be allocated between Penn and GLPI proportionately based on the relative amounts of the Refunds to which the Penn Business and the GLPI Business, respectively, would have been entitled had such carryback been the only carryback to such taxable period). (d) To If the extent Company is required to make a payment to Cygnet with respect to any Cygnet Carryback under Section 7.11(b), the amount Company shall have the option, in its sole discretion, of any Refund (i) making such payment within 30 days of receiving the Tax refund attributable to such Cygnet Carryback, or (ii) making such payment not later than 30 days of the date on which the statutory period (under this Section 4.02 is later reduced by a Taxing Authority or a Tax Proceedingthe Code of other applicable law) for examining the Return on which such Cygnet Carryback was claimed has expired (provided, such reduction payment shall be allocated to bear interest at the Party to which Prime Rate for the period commencing 30 days from the date of receipt of such Refund was allocated pursuant to this Section 4.02refund and ending on the date of such payment).

Carrybacks. (a) The carryback of any loss, credit credit, or other Tax Attribute from any Post-Closing Distribution Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local local, or foreign Lawsnon-U.S. Law). (i) Subject to Section 4.02(c2.06(c) and (d), in the event that any member of the GLPI SpinCo Group realizes any loss, credit credit, or other Tax Attribute in a Post-Closing Distribution Period of such member, such member may elect to carry back such loss, credit credit, or other Tax Attribute to a Pre-Closing Distribution Period or Straddle Period of PennEnsign. Penn Ensign shall cooperate with GLPI SpinCo and such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at GLPISpinCo’s cost and expense; provided, that Penn Ensign shall not be required to seek such Refund Refund, and GLPI SpinCo and such member shall not be permitted to seek such Refund, in each case to the extent that such Refund would reasonably be expected to materially adversely impact Penn Ensign (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of PennEnsign, which consent shall not be unreasonably withheld or delayed. GLPI SpinCo (or such member) shall be entitled to any Refund realized by any member of the Penn Ensign Group or the GLPI SpinCo Group resulting from such carryback. (iii) Subject to Section 4.02(c2.06(c) and (d), in the event that any member of the Penn Ensign Group realizes any loss, credit or other Tax Attribute in a Post-Closing Distribution Period of such member, such member may elect to carry back such loss, credit or other Tax Attribute to a Pre-Closing Distribution Period or Straddle Period of such member. GLPI SpinCo shall cooperate with Penn Ensign and such member in seeking from the appropriate Taxing Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at PennEnsign’s cost and expense; provided, that GLPI SpinCo shall not be required to seek such Refund and Penn Ensign and such member shall not be permitted to seek such Refund, in each case to the extent that such Refund would reasonably be expected to materially adversely impact GLPI SpinCo (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case without the prior written consent of GLPISpinCo, which consent shall not be unreasonably withheld or delayed. Penn Ensign (or such member) shall be entitled to any Refund realized by any member of the GLPI SpinCo Group or the Penn Ensign Group resulting from such carryback. (c) Except as otherwise provided by applicable Law, if any loss, credit or other Tax Attribute of the Penn Ensign Business and the GLPI SpinCo Business both would be eligible to be carried back or carried forward to the same Pre-Closing Distribution Period (had such carryback been the only carryback to such taxable period), any Refund resulting therefrom shall be allocated between Penn Ensign and GLPI SpinCo proportionately based on the relative amounts of the Refunds to which the Penn Ensign Business and the GLPI SpinCo Business, respectively, would have been entitled had such carryback been the only carryback to such taxable period. (d) To the extent the amount of any Refund under this Section 4.02 2.06 is later reduced by a Taxing Authority or a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.022.06.