Common use of Shared Contracts Clause in Contracts

Shared Contracts. The parties agree as follows: (a) At the written request of WhiteWave, ▇▇▇▇ Foods shall, and shall cause the other ▇▇▇▇ Foods Group Members to, to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liability.

Shared Contracts. The parties agree as follows: (a) At the written request of WhiteWave, ▇▇▇▇ Foods shall, and shall cause the other ▇▇▇▇ Foods Group Members to, Prior to the extent not prohibited by Closing, each of the applicable ▇▇▇▇ Foods Shared Contract Sellers and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties Buyer shall, and shall cause their respective Subsidiaries Affiliates to, use their respective reasonable best efforts to work together (andobtain from, if necessary and desirableto cooperate in obtaining from, to work with the and shall, and shall cause their respective Affiliates to, enter into with, each third party to each a Shared Contract, either (a) a separate contract or agreement in an effort a form reasonably acceptable to divideCCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, partially assignon the one hand, modify and/or replicate and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in whole or in parta form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the respective rights and obligations under such Shared Contract solely to the extent related to the Business and in arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect of any Shared Contract, such to the Business that arise after the Closing. Any New Contracts that relate to the Business (ithe “New Business Contracts”) a WhiteWave Group Member is shall be entered into by the beneficiary Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is responsible mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for the purposes of allocating rights and liabilities and obligations related to under such Shared Contract (provided, that portion such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the WhiteWave Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which rights such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (iiset forth on Section 3.12(a) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Disclosure Schedule or a Shared Contract relating required to be set forth on Section 3.12(b) of the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods LiabilityDisclosure Schedule.

Shared Contracts. The parties agree as follows: (a) At Except as otherwise agreed by Sellers and Buyer or as otherwise expressly provided in this Agreement or the written request Ancillary Agreements (including with respect to any Contract identified by Buyer and Sellers as reasonably necessary for Buyer to continue operation of WhiteWavethe Business upon termination of any service provided under the Transition Services Agreement), ▇▇▇▇ Foods shalluntil the expiration or termination date of the applicable Shared Contract (assuming, for these purposes, that the then-current term in effect as of immediately prior to the Closing is not renewed or extended), the Parties shall (and shall cause their Affiliates to) use commercially reasonable efforts to obtain or structure an arrangement for Buyer to receive the rights and benefits, and bear the obligations and burdens, of the portion of such Shared Contract that relates to and is allocated to the Business, as reasonably agreed by the Parties, and is reasonably necessary for Buyer to continue operation of the Business upon termination of any service provided under the Transition Services Agreement, in each case, as reasonably agreed by the Parties; provided, that Sellers and their respective Affiliates shall not be required to take any action that would, in the good-faith judgment of Sellers, constitute a breach or other contravention of the rights of any Person(s), be ineffective under, or contravene, applicable Law or any such Shared Contract or adversely affect the contractual rights of Sellers or any of their respective Affiliates. Buyer shall indemnify and hold harmless Sellers and their respective Affiliates for and against all Liabilities (including Tax Liabilities) arising out of or relating to each such arrangement. With respect to any Liability pursuant to, under or relating to any Shared Contract, such Liability shall be allocated between the applicable Seller, on the one hand, and Buyer, on the other ▇▇▇▇ Foods Group Members tohand, as follows: (i) if a Liability is incurred solely in respect of the Business or the other businesses of such Seller, such Liability shall be allocated to Buyer (to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits it would otherwise constitute an Assumed Liability) or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, Seller (to the extent it would otherwise constitute an Excluded Liability), and (ii) if a Liability cannot be so allocated under clause (i), such benefits relate Liability shall be allocated to such applicable Seller or Buyer, as the WhiteWave Businesscase may be, based on the relative proportion of total benefit received by the Business (taking into account the extent to which such Liability would otherwise constitute an Assumed Liability or an Excluded Liability hereunder) and the other businesses of such Seller under the relevant Shared Contract, as reasonably determined by the Parties consistent with this Agreement. Notwithstanding the foregoing, each of Sellers and Buyer shall be responsible for any or all Liabilities arising from its (or its Affiliates’) direct or indirect breach of any Shared Contract; provided, however, that neither Party shall be responsible for any Liabilities that arise from taking any action at the applicable WhiteWave Group Members shall assume and discharge (request of the other Party even if such action constitutes a direct or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods indirect breach of any Shared Contracts associated with the benefits and rights so made available to themContract. (b) At Nothing in this Section 6.13 shall be construed so as to require any of the written request Parties or their respective Affiliates to pay money to any Third Party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any Third Party in connection with the separation or transfer of, or otherwise in respect of, any Shared Contract. For the avoidance of ▇▇▇▇ Foodsdoubt, WhiteWave shall, and neither Sellers nor Buyer shall cause be required to provide credit support for the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and Party in respect of any such other Party’s portion of a Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liability.

Shared Contracts. The parties agree as follows: (ai) At the written request Each of WhiteWave, ▇▇▇▇ Foods shall, Remainco and shall cause the other ▇▇▇▇ Foods Group Members to, to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties FOX shall, and shall cause their respective Subsidiaries to, after the Distribution, use their respective commercially reasonable best efforts to work together (and, if necessary and desirableobtain from, to work cooperate in obtaining from, and enter into with the each third party to a Shared Contract (or, with respect to clause (y) below, if consent of the applicable third party is not required, Remainco and FOX shall, or shall cause their respective Subsidiaries to, enter into), either (x) separate Contracts in a form reasonably acceptable to Remainco and FOX (each a “New Contract”) that allocate the rights and obligations of Remainco and its Subsidiaries under each such Shared Contract as between the FOX Business, on the one hand, and the Remainco Business, on the other hand, solely to the extent such rights and obligations relate to the FOX Business or Remainco Business, as applicable, and with the terms of such New Contracts otherwise substantially similar in all material respects to such Shared Contract, or (y) a Contract in an effort a form reasonably acceptable to divide, partially assign, modify and/or replicate FOX and Remainco (in whole or in partthe “Partial Assignment”) that assigns the respective rights and obligations under such Shared Contract solely related to the FOX Business to FOX and its applicable Subsidiaries or assigns the rights and obligations under such Shared Contract solely related to the Remainco Business to Remainco and its applicable Subsidiaries, as applicable, and in respect of each case causing each such Party to assume any Liabilities under such Shared ContractContract related to such assigned rights and obligations, such that the Party or its applicable Subsidiary that remains a party to any Shared Contract shall only be entitled to the rights and obligations or responsible for any Liabilities and obligations related to the business and Assets of such Party. (ii) In the event that any third party under a Shared Contract does not agree to enter into a New Contract or Partial Assignment (unless its consent is not required with respect to a Partial Assignment) consistent with this Section 2.02(f): (1) the Parties shall use commercially reasonable efforts to seek, in consultation with Disney, mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided that such arrangements shall not result in a breach or violation of such Shared Contract) (an “Acceptable Alternative Arrangement”). Such Acceptable Alternative Arrangements may include a subcontracting, sublicensing or subleasing arrangement under which Remainco or FOX, as applicable, and their applicable Subsidiaries would, in compliance with Law, obtain the benefits under, and assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to their respective business (or applicable portion thereof) or under which Remainco or FOX, as applicable, would, upon the request of the other Party, enforce for the benefit (and at the expense) of such requesting Party and its Subsidiaries any and all of such Party’s rights against such third party under such Shared Contract solely to the extent related to their respective business (or applicable portion thereof). In such case, Remainco or FOX, as applicable, and their respective Subsidiaries, would promptly pay to the other Party and its applicable Subsidiaries all monies when received by them (net of any applicable Taxes) under such Shared Contract solely to the extent related to the business of such other Party (or applicable portion thereof). (2) Each Party shall, and shall cause the members of each such Party’s Group to, (i) a WhiteWave Group Member is treat for all applicable Tax purposes the beneficiary of the rights and is responsible for the obligations related to that portion of each such Shared Contract relating inuring to its respective businesses as Assets owned by, and/or Liabilities of, as applicable, such Party, or the WhiteWave Businessmembers of such Party’s Group, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liabilityas applicable, not later than the Distribution Effective Time, and (ii) neither report nor take any Tax position inconsistent with such treatment (unless required by applicable Law). (iii) With respect to Liabilities pursuant to, under or relating to a ▇▇▇▇ Foods Group Member Shared Contract relating to occurrences from and after the Distribution, such Liabilities shall, unless otherwise allocated pursuant to this Agreement or any Ancillary Agreement, be allocated between Remainco and FOX as follows: (1) If such Liability is the beneficiary incurred exclusively in respect of the rights Remainco Business or exclusively in respect of the FOX Business, such Liability shall be allocated to Remainco or its applicable Subsidiary (in respect of the Remainco Business) or FOX or its applicable Subsidiary (in respect of the FOX Business); and (2) If such Liability cannot be so allocated under clause (1) above, such Liability shall be allocated to Remainco or FOX, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the date of the Distribution, measured as of the date of the allocation) by the Remainco Business or the FOX Business under the relevant Shared Contract. Notwithstanding the foregoing, each of Remainco and is FOX shall be responsible for any or all such Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 2.02(f) otherwise pertains. (iv) Neither Remainco or any of its Affiliates nor FOX or any of its Affiliates shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party to (x) obtain any New Contract or Partial Assignment with respect to any Shared Contract, as the case may be or (y) obtain any Consent necessary to enter into an Acceptable Alternative Arrangement. (v) From and after the Distribution, the Party to whose Group a Shared Contract has been allocated shall not (and shall cause the other members of its Group not to), without the consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed) (w) waive any rights under such Shared Contract to the extent related to Business of the other Party, (y) terminate (or consent to be terminated by the counterparty) such Shared Contract except in connection with (1) the expiration of such Shared Contract in accordance with its terms (it being understood, for the avoidance of doubt, that sending a notice of non-renewal to the counterparty to such Shared Contract in accordance with the terms of such Shared Contract is expressly permitted) or (2) a partial termination of such Shared Contract that would not reasonably be expected to impact any rights or obligations under such Shared Contract related to the Business of the other Party, or (z) amend, modify or supplement such Shared Contract in a manner material and adverse to the Group of the other Party. From and after the Distribution, if either Group (the “Notice Recipient”) receives from a counterparty to a Shared Contract a formal notice of breach of such Shared Contract that could reasonably be expected to impact the other Group, the Notice Recipient shall provide written notice to the other Party as soon as reasonably practicable (and in no event later than five (5) Business Days following receipt of such notice) and the Parties shall consult with respect to the actions proposed to be taken regarding the alleged breach. If either Group (the “Notifying Party”) sends to a counterparty to a Shared Contract a formal notice of breach of such Shared Contract that could reasonably be expected to impact the other Group, the Notifying Party shall provide written notice to the other Party as soon as reasonably practicable (and in no event later than five (5) Business Days after sending such notice of breach to the counterparty), and the Parties shall consult with each other regarding such alleged breach. From and after the Distribution, neither Party shall (and shall cause the other members of its Group not to) breach any Shared Contract to the extent such breach would reasonably be expected to result in a loss of rights, or acceleration or increase of obligations, of any member of the other Party’s Group pursuant to (X) such Shared Contract, (Y) any Partial Assignment related to such Shared Contract relating or (Z) any other Contract with the counterparty to such Shared Contract (or any of its Affiliates) in existence at the time of the Distribution that contains cross-default or similar provisions related to such Shared Contract. (vi) With respect to any Shared Contract, from and after the Distribution, each Party shall, and/or shall cause the applicable members of its Group party to such Shared Contract to, upon the request of the other Party, use its commercially reasonable efforts to enforce for the benefit of the other Party (or the applicable member of the other Party’s Group) any and all rights under such Shared Contract related to such other Party’s Business (and such other Party shall (x) bear the reasonable and documented out of pocket costs and expenses of such enforcement to the ▇▇▇▇ Foods Businessextent related to the rights being enforced for the benefit of such other Party and (y) indemnify the first Party against any Losses arising out of such enforcement (unless arising out of or related to gross negligence, which fraud or willful misconduct by such first Party) to the extent related to the rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liabilitybeing enforced for the benefit of such other Party).

Shared Contracts. The parties agree as follows: (a) At Except as otherwise agreed by the written request Sellers and the Buyer or as otherwise expressly provided in this Agreement or the Ancillary Agreements (including with respect to any Contract identified by Buyer and Seller as reasonably necessary for Buyer to continue operation of WhiteWavethe Business upon termination of any service provided under the Transition Services Agreement), ▇▇▇▇ Foods shalluntil the expiration or termination date of the applicable Shared Contract (assuming, for these purposes, that the then-current term in effect as of immediately prior to the Closing is not renewed or extended), the Parties shall (and shall cause their Affiliates to) use reasonable best efforts to obtain or structure an arrangement for the Buyer to receive the rights and benefits, and bear the obligations and burdens, of the portion of such Shared Contract that the Buyer determines is reasonably necessary for Buyer to continue operation of the Business upon termination of any service provided under the Transition Services Agreement; provided, that the Sellers and their respective Affiliates shall not be required to take any action that would, in the good-faith judgment of the Sellers, constitute a breach or other contravention of the rights of any Person(s), be ineffective under, or contravene, applicable Law or any such Shared Contract or adversely affect the contractual rights of the Sellers or any of their respective Affiliates. The Buyer shall indemnify and hold harmless the Sellers and their respective Affiliates for and against all out-of-pocket Liabilities (including Tax Liabilities) arising out of or relating to each such arrangement. With respect to any Liability pursuant to, under or relating to any Shared Contract, such Liability shall be allocated between the applicable Seller, on the one hand, and the Buyer, on the other ▇▇▇▇ Foods Group Members tohand, as follows: (i) if a Liability is incurred solely in respect of the Business or the other businesses of such Seller, such Liability shall be allocated to the Buyer (to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits it would otherwise constitute an Assumed Liability) or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, Seller (to the extent it would otherwise constitute an Excluded Liability), and (ii) if a Liability cannot be so allocated under clause (i), such benefits relate Liability shall be allocated to such applicable Seller, or the WhiteWave Business; providedBuyer, howeveras the case may be, that based on the applicable WhiteWave Group Members shall assume relative proportion of total benefit received by the Business (taking into account the extent to which such Liability would otherwise constitute an Assumed Liability or an Excluded Liability hereunder) and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities other businesses of such Seller under the relevant ▇▇▇▇ Foods Shared Contracts associated Contract, as reasonably determined by such Seller consistent with this Agreement. Notwithstanding the benefits foregoing, each of the Sellers and rights so made available to themthe Buyer shall be responsible for any or all Liabilities arising from its (or its Affiliates’) direct or indirect breach of any Shared Contract. (b) At Nothing in this Section 5.4 shall be construed so as to require any of the written request Parties or their respective Affiliates to pay money to any Third Party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any Third Party in connection with the separation or transfer of, or otherwise in respect of, any Shared Contract. For the avoidance of ▇▇▇▇ Foodsdoubt, WhiteWave shall, and neither the Sellers nor the Buyer shall cause be required to provide credit support for the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and Party in respect of any such other Party’s portion of a Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liability.

Shared Contracts. The parties agree as follows: (a) At The applicable Transferred Entity shall split and partially assign to Trinity or have replicated for the written request benefit of WhiteWave, ▇▇▇▇ Foods shall, Trinity as of the Closing each Split Shared Contract which may be split and shall cause assigned in part to Trinity or replicated for the other ▇▇▇▇ Foods Group Members to, to the extent not prohibited by benefit of Trinity and the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided Transferred Entity pursuant to its terms, without the consent of the counterparty thereto (each, an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods “Assignable Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to themContract”). (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, With respect to the extent not prohibited by the applicable WhiteWave each Split Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to that is not an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Assignable Shared Contract for which such request is made by ▇▇▇▇ Foods(each, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provideda “Non-Assignable Shared Contract”), however, that the applicable ▇▇▇▇ Foods Group Members Seller and its Subsidiaries shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts prior to work together (and, if necessary and desirable, the Closing Date to work with cause the third party counterparty to each such Non-Assignable Shared Contract to consent to the split and partial assignment or replication of such Non-Assignable Shared Contract to Trinity, or to otherwise enter into a new Contract with Trinity on substantially the same terms as exist under the applicable Split Shared Contract) , in an effort to divide, partially assign, modify and/or replicate (in whole or in part) each case as of the respective rights and obligations under and in respect of any Shared ContractClosing, such that (i1) a WhiteWave Group Member Trinity is the beneficiary of the rights and benefits and is responsible for the liabilities and obligations related to that portion of under such Shared Contract relating to the WhiteWave extent that they are related to the Retained Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, ; and (ii2) a ▇▇▇▇ Foods Group Member the Buyer or its respective Affiliate is the beneficiary of the rights and benefits and is responsible for the liabilities and obligations under such Shared Contract to the extent that they are related to the Business. For clarity, neither Buyer, Seller nor any of their respective Affiliates shall be required to (i) pay any transfer or other fee or incur any liability to split, assign or replicate any Split Shared Contract or (ii) enter into any split, assigned or replicated agreement with less favorable terms than such Split Shared Contract. As to any Non-Assignable Shared Contract for which the applicable Transferred Entity has not received consent of the counterparty thereto as of the Closing, (A) Seller agrees to continue to use reasonable best efforts following the Closing Date to obtain any required consent(s), and the Buyer agrees to reasonably cooperate in connection with same, (B) the Parties agree to reasonably cooperate in good faith to take such actions as are reasonably necessary to avoid any breach or violation by a Party as a result of any failure to obtain any required consent prior to the Closing and (C) Seller, on the one hand, and the Buyer or Transferred Subsidiary, on the other hand, shall enter into a mutually agreeable arrangement in respect of such Non-Assignable Shared Contract (including by way of amendment or addition of services to the Transition Services Agreement) under which (x) Trinity will, to the extent permitted by applicable Law, obtain the rights and benefits (including contractual rights) and assume and perform all obligations associated with such Non-Assignable Shared Contract that are applicable to the Retained Business and (y) the Non-Assignable Shared Contract will be held by the applicable Transferred Entity in trust for Trinity and all covenants and obligations thereunder related to the Retained Business will be performed by Trinity in the applicable Transferred Entity’s name. With respect to any such Shared Contract, each of Seller and the Buyer agree that: (A) neither Party shall have any liability to the other Party arising out of or relating to the failure to obtain any consent from any counterparty to such Shared Contract relating Contract, provided, that the Parties comply with their obligations under this Section 6.10; and (B) no condition to the ▇▇▇▇ Foods Business, which rights Closing shall be deemed not satisfied as a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liabilityresult of the failure to obtain any such consent.

Shared Contracts. The parties agree acknowledge that certain Contracts that are included among the Purchased Assets and are set forth on Schedule 8.09 relate to both the Business and to certain of Sellers’ retained businesses. In the case of such Contracts (the “Shared Contracts”), the parties shall cooperate with each other and use their respective commercially reasonable efforts to (i) obtain the agreement of the third party that is the counterparty to each Shared Contract to enter into a new contract effective as follows: of the Closing Date pursuant to which the applicable Seller or its Affiliates will receive substantially the same goods and services provided to them under the Shared Contract prior to the Closing on terms and conditions substantially similar to those contained in the Shared Contract as of the Closing Date (aeach, a “Replacement Contract”) At the written request of WhiteWaveand, ▇▇▇▇ Foods shallwhere applicable, and shall to cause the applicable counterparty to release the applicable Buyer Party assuming such Shared Contract from any applicable minimum quantity or other ▇▇▇▇ Foods Group Members tocommitments to the extent such commitments relate to Sellers’ retained businesses and (ii) to the extent a Seller is a party to a Shared Contract, obtain from the counterparty to such Shared Contract a release, effective as of the Closing Date, of such Seller and its Affiliates from obligations arising after the Closing Date under the Shared Contract. If one or more Replacement Contracts are not obtained prior to or on the Closing Date, unless the parties otherwise agree in writing, during the remaining term of the applicable Shared Contract, the parties shall use their respective commercially reasonable efforts to allow the Sellers and their Affiliates, as applicable, to the extent not prohibited permitted by the applicable ▇▇▇▇ Foods Shared Contract and applicable Applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate reasonably within the contractual or other ability or control of the applicable Buyer Party, as the case may be, to receive substantially the same goods and services of the subject matter of the Shared Contract received prior to the WhiteWave Business; provided, however, that Closing and to bear the applicable WhiteWave Group Members shall assume economic and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion burdens of such Shared Contract. For the avoidance of doubt, in no event shall any Replacement Contract relating to impose any obligations or liability on any Buyer Party or its Affiliates after the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods LiabilityClosing.

Shared Contracts. With respect to any Contract of the Seller or any of its Affiliates (other than any Included Contract) which is used in or held for use in the Business but under which the benefits and burdens do not inure exclusively to the Business, including those set forth on Section 5.13 of the Seller Disclosure Schedule (each a “Shared Contract”), the Seller and the Purchaser will use commercially reasonable efforts to enter into, or cause to be entered into, such agreements with the other parties to such Shared Contracts necessary for the Asset Selling Affiliate to assign to the Purchaser or its Designated Affiliate(s) and for the Purchaser and its Designated Affiliate(s), as applicable, to assume from such Asset Selling Affiliates only those rights and obligations used in, or relating to, the applicable Portion of the Business. To the extent such agreements are entered into, whether prior to or subsequent to either Closing, such rights will be deemed to become “Included Contracts” and such obligations will be deemed to become “Assumed Liabilities.” The parties acknowledge and agree as follows: that this provision shall not be deemed to require any Person to pay or commit to pay any amount to (aor incur any obligation in favor of) At any Person in connection with entering into any agreement with respect to any Shared Contract (other than nominal filing or application fees or reimbursement of nominal attorneys’ fees). If an agreement is not entered into with respect to the written request of WhiteWave, ▇▇▇▇ Foods shallassignment to, and the assumption by, the Purchaser or its Designated Affiliate(s) of those rights and obligations used in, or relating to, the applicable Portion of the Business under any Shared Contract, then the Seller and the Purchaser shall cause cooperate with each other in any lawful arrangement reasonably satisfactory to the other ▇▇▇▇ Foods Group Members toSeller and the Purchaser under which the Purchaser or its Designated Affiliate(s) would (i) obtain, to the extent not prohibited practicable, the rights used in, or relating to, the applicable Portion of the Business and assume the corresponding Liabilities under such Shared Contract (including by means of subcontracting, sublicensing or subleasing arrangement) or under which the applicable Asset Selling Affiliate would enforce or cause its Affiliates, as appropriate, to enforce, for the benefit of the Purchaser or its Designated Affiliate(s), with the Purchaser or its Designated Affiliate(s), as applicable, assuming and agreeing to promptly pay, perform or discharge when due the Seller’s or Asset Selling Affiliates’ Liabilities and expenses to the extent related thereto, any and all of their respective rights which relate to the operation of the applicable Portion of the Business by the Purchaser or its Designated Affiliate(s) from and after the applicable ▇▇▇▇ Foods Closing under such Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent (ii) provide to the benefits Seller and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, Assets Selling Affiliates all support necessary or appropriate to enable the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (Seller or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available Asset Selling Affiliate to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause perform their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the WhiteWave applicable Portion of the Business, which rights provided that the resulting economic consequences shall be a WhiteWave Asset and which obligations shall made to be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is as similar as reasonably practicable as would have been the beneficiary of case if the rights and is responsible for obligations relating to the obligations related to applicable Portion of the Business under such Shared Contract relating had been transferred to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods LiabilityPurchaser or its Designated Affiliate(s).

Shared Contracts. The parties agree as follows: Promptly following the date hereof and prior to the Closing, with respect to any Contract with any third party to which Seller or any of its Affiliates (aother than a Conveyed Company) At is a party and which is material and necessary to the written request of WhiteWaveBusiness and benefits both the Business, ▇▇▇▇ Foods shallon the one hand, and shall cause the business of Seller and its Affiliates (other than the Conveyed Companies), on the other ▇▇▇▇ Foods Group Members tohand, to including the extent not prohibited by Contracts set forth on Schedule 5.22 of the applicable ▇▇▇▇ Foods Seller Disclosure Letter (each, a “Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary DocumentContract”), make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members Seller shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shalluse, and shall cause the other WhiteWave Group Members toits Affiliates to use, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (anda) cause the counterparties to any such Shared Contracts to enter into new contracts with Purchaser or one of the Conveyed Companies, on terms substantially similar to those contained in such Shared Contracts including with respect to pricing, in order for Purchaser or the applicable Conveyed Company to receive the applicable benefits, and be responsible for any related economic burden to the extent relating to the Business under such Shared Contracts (each such new contract, a “New Contract”), or (b) if necessary and desirablepracticable, assign to work with Purchaser or one of the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) Conveyed Companies the respective rights benefits and obligations under and in respect of any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the WhiteWave Business, which rights and Purchaser shall be (in the case of each of clauses (a) and (b)) reasonably cooperate with such efforts; provided, that, notwithstanding anything to the contrary contained in this Section 5.22, except as otherwise set forth in the last sentence of this Section 5.22 or as mutually agreed in writing between the Parties, Seller shall not enter into any Contract, amend or terminate any Contract, make any payment, incur any material liability or obligation or grant any concession (or permit any Conveyed Company to make take any of the foregoing actions), in each case for the purpose of entering into any New Contract or assigning any such Shared Contract. If the parties are not able to obtain a WhiteWave Asset New Contract with a counterparty to any such Shared Contract or to assign the applicable portion of such Shared Contract to Purchaser or one of the Conveyed Companies at or prior to the Closing, then for a period of six (6) months after the Closing Date: (i) Seller, Purchaser and which their respective Subsidiaries shall use their reasonable best efforts to cause the counterparty to such Shared Contract to enter into a New Contract or to assign the benefits and obligations shall be a WhiteWave Liabilityunder the applicable portion of such Shared Contract to Purchaser or one of the Conveyed Companies, and (ii) until such time as a ▇▇▇▇ Foods Group Member New Contract is executed or the beneficiary applicable portion of the rights and is responsible for the obligations related to such Shared Contract relating is assigned to Purchaser or one of the Conveyed Companies, Purchaser and Seller shall use and cause their respective Subsidiaries to use reasonable best efforts to secure an alternative arrangement reasonably satisfactory to both parties under which the Purchaser or one or more of the Conveyed Companies would, in compliance with applicable Law, obtain the benefits, and assume any related economic burden, associated with the applicable portion of such Shared Contract. The obligations of Seller pursuant to this Section 5.22 shall not extend beyond the remaining term of the applicable Shared Contract as of the Closing Date. In furtherance of the foregoing, if Seller or any of its Affiliates (other than the Conveyed Companies), on the one hand, or Purchaser or any of its Affiliates (including the Conveyed Companies), on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, Seller and Purchaser shall, and shall cause their respective Affiliates to, deliver such benefit or payment to the ▇▇▇▇ Foods Businessother party. For all purposes of this Section 5.22, which rights (x) with respect to any Shared Contract disclosed to Purchaser as of the date hereof, Seller shall not be required under any circumstances to make any payment, incur any liability or obligation or grant any concession for purposes of obtaining a New Contract with the counterparty to, assigning the applicable portion of, or entering into any alternative arrangement with respect to, such Shared Contract and (y) with respect to any other Shared Contract, (1) Seller shall be solely responsible for any amounts required to be paid under the express terms of (or determinable pursuant to the express terms of) the applicable Shared Contract to obtain a ▇▇▇▇ Foods Asset New Contract with the counterparty, assign the applicable portion of, or enter into any alternative arrangement with respect to, such Shared Contract, (2) each of Seller and which obligations Purchaser shall be responsible for one half of any other amounts required to be paid in order to obtain a ▇▇▇▇ Foods LiabilityNew Contract with the counterparty to, assign the applicable portion of, or enter into any alternative arrangement with respect to, any Shared Contract.

Shared Contracts. The parties agree as follows: (a) At the written request of WhiteWave, ▇▇▇▇ Foods shall, and shall cause the other ▇▇▇▇ Foods Group Members to, Prior to the extent not prohibited by applicable Closing, each of the applicable ▇▇▇▇ Foods Shared Contract Sellers and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties Buyer shall, and shall cause their respective Subsidiaries Affiliates to, use their respective reasonable best efforts to work together (andobtain from, if necessary and desirableto cooperate in obtaining from, to work with the and shall, and shall cause their respective Affiliates to, enter into with, each third party to each a Shared Contract, either (a) a separate contract or agreement in an effort a form reasonably acceptable to divideCCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business (or applicable portion thereof), partially assignon the one hand, modify and/or replicate and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in whole or in parta form reasonably acceptable to CCR and the Buyer effective as of the applicable Closing (the “Partial Assignments and Releases”) that (i) assigns the respective rights and obligations under such Shared Contract solely to the extent related to the Business (or applicable portion thereof) and in arising after the applicable Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect of any Shared Contract, such to the Business (or applicable portion thereof) that arise after the applicable Closing. Any New Contracts that relate to the Business (ior applicable portion thereof) a WhiteWave Group Member is (the beneficiary “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the applicable Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business (or applicable portion thereof) and arise after the applicable Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business (or applicable portion thereof), on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is responsible mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business (or applicable portion thereof) and arising after the applicable Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.16, the parties shall in good faith seek mutually acceptable alternative arrangements for the purposes of allocating rights and liabilities and obligations related to under such Shared Contract (provided, that portion such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the applicable Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business (or applicable portion thereof) or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business (or applicable portion thereof), and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business (or applicable portion thereof). The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the WhiteWave Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which rights such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event within forty-five (45) days following the date hereof and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the applicable Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (iiset forth on Section 3.12(a) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Disclosure Schedule or a Shared Contract relating required to be set forth on Section 3.12(b) of the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods LiabilityDisclosure Schedule.

Shared Contracts. The parties agree as follows: (a) At the written request of WhiteWave, ▇▇▇▇ Foods shall, and shall cause the other ▇▇▇▇ Foods Group Members to, Prior to the extent not prohibited by Closing, each of the applicable ▇▇▇▇ Foods Shared Contract Sellers and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties Buyer shall, and shall cause their respective Subsidiaries Affiliates to, use their respective reasonable best efforts to work together (andobtain from, if necessary and desirableto cooperate in obtaining from, to work with the and shall, and shall cause their respective Affiliates to, enter into with, each third party to each a Shared Contract, either (a) a separate contract or agreement in an effort a form reasonably acceptable to divideCCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, partially assignon the one hand, modify and/or replicate and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in whole or in parta form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the respective rights and obligations under such Shared Contract solely to the extent related to the Business and in arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect of any Shared Contract, such to the Business that arise after the Closing. Any New Contracts that relate to the Business (ithe “New Business Contracts”) a WhiteWave Group Member is shall be entered into by the beneficiary Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business (or applicable portion thereof) and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is responsible mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.16, the parties shall in good faith seek mutually acceptable alternative arrangements for the purposes of allocating rights and liabilities and obligations related to under such Shared Contract (provided, that portion such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the WhiteWave Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which rights such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event within forty-five (45) days following the date hereof and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (iiset forth on Section 3.12(a) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Disclosure Schedule or a Shared Contract relating required to be set forth on Section 3.12(b) of the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods LiabilityDisclosure Schedule.

Shared Contracts. The parties agree as follows: (a) At Schedule 4.9(a) lists all of the written request of WhiteWaveShared Contracts primarily related to the Business, ▇▇▇▇ Foods shall, which Schedule may be supplemented by Buyer and Seller from time to time by mutual agreement. Seller shall (and shall cause each other Seller Entity to) use its commercially reasonable efforts to (A) cause the other ▇▇▇▇ Foods Group Members tocounterparty to any such Shared Contract to enter into a new Contract with Buyer or another designee of Buyer, on terms substantially similar to those contained in such Shared Contract, including with respect to pricing, in order for the extent not prohibited by Business to receive the applicable ▇▇▇▇ Foods benefits under such Shared Contract and applicable Law and except where the benefits (each such new contract, a “New Contract”), or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods forB) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) split the respective rights and obligations under and in respect of any the Shared ContractContracts such that, such that effective at or prior to the Closing, (i) a WhiteWave Group Member is Buyer or its designated Affiliate shall be the assigned beneficiary of the rights under such Shared Contracts (the “Assumed Shared Contracts”) to the extent such rights relate to the Business, and shall be responsible for the liabilities and obligations under the Assumed Shared Contracts to the extent such liabilities and obligations relate to the Business and are included in the Assumed Liabilities; and (ii) Seller (or its applicable Affiliate) shall remain the beneficiary of the remaining rights under the Assumed Shared Contracts, and is shall remain responsible for the remaining liabilities and obligations related under the Assumed Shared Contracts (it being understood that, for the avoidance of doubt, any and all such remaining liabilities and obligations shall be Retained Liabilities). (b) If the Parties are not able, with respect to that portion of any such Shared Contract, to obtain a New Contract or to so assign such Shared Contract relating prior to the WhiteWave Closing, then for a period of up to twelve (12) months following the Closing, (i) the Seller Entities, Buyer and their respective Affiliates shall continue to use commercially reasonable efforts to cause such counterparty to enter into a New Contract or assign to Buyer or another designee of Buyer the benefits and obligations under such Shared Contract as they relate to the Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) until such time as a ▇▇▇▇ Foods Group Member New Contract is the beneficiary of the rights and is responsible for the obligations related to such executed or a Shared Contract relating is so assigned, the Seller Entities and Buyer shall use and shall cause their respective Affiliates to use commercially reasonable efforts to secure an alternative arrangement reasonably satisfactory to the ▇▇▇▇ Foods BusinessParties under which the Business would, which rights in compliance with applicable Law, obtain the benefits and bear the burdens associated with the applicable Shared Contract such that the Business would be placed in a substantially similar position as if a New Contract were executed. (c) Notwithstanding anything in this Agreement to the contrary, neither Seller nor any of its Affiliates shall be a ▇▇▇▇ Foods Asset and which required to pay compensation to any third party, commence or participate in any Proceeding or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to remain secondarily liable or contingently liable for any Assumed Liability) to any third party in connection with Seller’s obligations shall be a ▇▇▇▇ Foods Liabilityunder this Section 4.9.

Shared Contracts. The parties agree as follows: (a) At the written request of WhiteWave, ▇▇▇▇ Foods shall, and shall cause the other ▇▇▇▇ Foods Group Members to, Prior to the extent not prohibited by applicable Closing, each of the applicable ▇▇▇▇ Foods Shared Contract Sellers and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties Buyer shall, and shall cause their respective Subsidiaries Affiliates to, use their respective reasonable best efforts to work together (andobtain from, if necessary and desirableto cooperate in obtaining from, to work with the and shall, and shall cause their respective Affiliates to, enter into with, each third party to each a Shared Contract, either (a) a separate contract or agreement in an effort a form reasonably acceptable to divideCCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business (or applicable portion thereof), partially assignon the one hand, modify and/or replicate and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in whole or in parta form reasonably acceptable to CCR and the Buyer effective as of the applicable Closing (the “Partial Assignments and Releases”) that (i) assigns the respective rights and obligations under such Shared Contract solely to the extent related to the Business (or applicable portion thereof) and in arising after the applicable Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect of any Shared Contract, such to the Business (or applicable portion thereof) that arise after the applicable Closing. Any New Contracts that relate to the Business (ior applicable portion thereof) a WhiteWave Group Member is (the beneficiary “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the applicable Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business (or applicable portion thereof) and arise after the applicable Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business (or applicable portion thereof), on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is responsible mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business (or applicable portion thereof) and arising after the applicable Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for the purposes of allocating rights and liabilities and obligations related to under such Shared Contract (provided, that portion such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the applicable Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business (or applicable portion thereof) or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business (or applicable portion thereof), and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business (or applicable portion thereof). The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the WhiteWave Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which rights shall be a WhiteWave Asset such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which obligations shall be a WhiteWave Liabilityare related to the Business, as soon as reasonably practicable after the date hereof but in any event within the earlier to occur of (x) the date that is forty-five (45) days following the date hereof and (y) the Initial Closing Date, and (iishall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the applicable Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Disclosure Schedule or a Shared Contract relating required to be set forth on Section 3.12(b) of the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods LiabilityDisclosure Schedule.

Shared Contracts. The parties Parties acknowledge that the Shared Contracts relate to both the Business and the Retained Business. Following the Closing, the Parties desire for themselves and for the benefit of Sellers and Buyer, respectively, to have and obtain the rights and benefits under each Shared Contract to the extent related to the continuing business of Sellers and Buyer. Promptly after the date hereof, the Parties agree as follows: to cooperate together to provide Sellers and Buyer (aand/or one or more of its designated Subsidiaries) At with their applicable rights and benefits under each Shared Contract by assisting the written request respective Sellers and/or Buyer (and/or one or more of WhiteWaveits designated Subsidiaries) in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (a “Separated Contract”). If any Shared Contract cannot be separated into a Separated Contract at Closing, ▇▇▇▇ Foods Seller Parent and Buyer shall, and shall cause the other ▇▇▇▇ Foods Group Members each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing until such Shared Contract is separated into a Separated Contract or such Shared Contract expires pursuant to its terms: (a) the rights and benefits under each Shared Contract to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent relating to the benefits and rights Business to be enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave BusinessBuyer (and/or one or more of its designated Subsidiaries); provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods forb) the Liabilities under the relevant ▇▇▇▇ Foods each Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, Contract to the extent not prohibited relating to the Business to be borne by Buyer (and/or one or more of its designated Subsidiaries); (c) the applicable WhiteWave rights and benefits under each Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate relating to the ▇▇▇▇ Foods BusinessRetained Business to be enjoyed by Seller Parent; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave ford) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort Contract to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract extent relating to the WhiteWave Business, which rights shall Retained Business to be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liabilityborne by Seller Parent.

Shared Contracts. The parties agree as follows: Prior to the Closing, each of Seller and Purchaser shall use its commercially reasonable efforts to (a) At seek all Consents required under any Material Contract to which Purchaser has provided written notice to Seller that such Consent shall be sought, to consummate the transactions contemplated hereby, (b) assign any Shared Contracts that relate exclusively to the Business, to the Company Subsidiary and (c) cause the Company Group to enter into new Contracts with the counterparties to the Shared Contracts which are primarily, but not exclusively, used in the Business on terms which are in the aggregate no less favorable, in the case of monetary terms, and not materially less favorable, in the case of non-monetary terms, to the Company Group those terms in the existing applicable Shared Contract so that the Company Group shall be entitled to the rights and benefits, and shall be responsible for any related economic burden, relating to the Business thereunder and Seller or its Affiliates shall be entitled to the rights and benefits, and shall be responsible for any economic burden, relating to the balance of the subject matter of such Shared Contract. Neither Seller nor Purchaser shall be obligated to make, and without the prior written request consent of WhiteWavePurchaser shall not cause or permit the Company Group to make, ▇▇▇▇ Foods or agree to make, any payment or concession to any Third Party in connection with any such consent, assignment or new Contract. If any Shared Contract is not assigned or separated prior to the Closing, Seller and Purchaser shall, and shall cause the other ▇▇▇▇ Foods Group Members each of their respective Affiliates to, continue to use their commercially reasonable efforts to cause, for the 12-month period after the Closing or, if earlier, until such Shared Contract is assigned, separated or expires in accordance with its terms, (i) the rights and benefits under each Shared Contract to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent relating to the benefits and rights Business to be enjoyed by the ▇▇▇▇ Foods Group Company Group, (ii) the economic burden under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate relating to the WhiteWave Business; providedBusiness to be borne by the Company Group, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods foriii) the Liabilities rights and benefits under the relevant ▇▇▇▇ Foods each Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, Contract to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent relating to the benefits and rights Business to be enjoyed by the WhiteWave Group Company Group, and (iv) the economic burden under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate relating to any business other than the ▇▇▇▇ Foods Business; providedBusiness to be borne by Seller. Nothing in this Section 5.28 shall require Seller, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (Purchaser or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause any of their respective Subsidiaries toAffiliates to make any payment, use their respective reasonable best efforts incur any obligation (other than those expressly set forth in this Section 5.28) or grant any concession in order to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of effect any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liabilitytransaction contemplated by this Section 5.28.

Shared Contracts. The parties agree as follows: (a) At the written request of WhiteWave, ▇▇▇▇ Foods shall, and shall cause the other ▇▇▇▇ Foods Group Members to, Prior to the extent not prohibited by Closing, each of the applicable ▇▇▇▇ Foods Shared Contract Sellers and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties Buyer shall, and shall cause their respective Subsidiaries Affiliates to, use their respective reasonable best efforts to work together (andobtain from, if necessary and desirableto cooperate in obtaining from, to work with the and shall, and shall cause their respective Affiliates to, enter into with, each third party to each a Shared Contract, either (a) a separate contract or agreement in an effort a form reasonably acceptable to divideCCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, partially assignon the one hand, modify and/or replicate and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in whole or in parta form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the respective rights and obligations under such Shared Contract solely to the extent related to the Business and in arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect of any Shared Contract, such to the Business that arise after the Closing. Any New Contracts that relate to the Business (ithe “New Business Contracts”) a WhiteWave Group Member is shall be entered into by the beneficiary Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business (or applicable portion thereof) and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is responsible mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for the purposes of allocating rights and liabilities and obligations related to under such Shared Contract (provided, that portion such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the WhiteWave Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which rights shall be a WhiteWave Asset such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which obligations shall be a WhiteWave Liabilityare related to the Business, as soon as reasonably practicable after the date hereof but in any event within the earlier to occur of (x) the date that is forty-five (45) days following the date hereof and (y) the Closing Date, and (iishall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Disclosure Schedule or a Shared Contract relating required to be set forth on Section 3.12(b) of the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods LiabilityDisclosure Schedule.

Shared Contracts. The parties agree as follows: (a) At Any Contract that relates to both the written request Fortune Brands Business and the H&S Business (each such Contract, a “Shared Contract”) shall be handled as contemplated by Section 6.2(d) unless Fortune Brands determines, in its sole discretion, that it is desirable to partially assign such Shared Contract as contemplated by Section 6.2(b) or to amend such Shared Contract as contemplated by Section 6.2(c). (b) If any Shared Contract can be partially assigned by its terms and Fortune Brands determines, in its sole discretion, that it is so desirable with respect to such Shared Contract, Fortune Brands shall assign such Shared Contract in part to H&S, or another H&S Party designated by H&S, so that the H&S Parties will be entitled to the benefits and rights relating to the H&S Business and will assume their related portion of WhiteWaveany Liabilities under such Shared Contract. If any such partial assignment requires the consent or approval of any Third Party or any other required action, ▇▇▇▇ Foods the partial assignment of such Shared Contract shall be effected in accordance with the terms of this Agreement, if and when such consent or approval is obtained or such other required action has been taken. (c) If Fortune Brands determines, in its sole discretion, that it is so desirable with respect to any Shared Contract, Fortune Brands and H&S shall, and shall cause the other ▇▇▇▇ Foods Group Members applicable Fortune Brands Parties and H&S Parties to, cooperate and use commercially reasonable efforts to enter into an arrangement with the counterparty to such Shared Contract to amend such Shared Contract so as to delete all obligations therefrom (i) to the extent not prohibited by that such obligations relate to the Fortune Brands Business, and enter into a new Contract with the applicable ▇▇▇▇ Foods Shared Contract counterparty which solely relates to the Fortune Brands Business, on substantially equivalent terms and applicable Law and except where the benefits or rights conditions as are then in effect under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary DocumentContract, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, or (ii) to the extent that such benefits obligations relate to the WhiteWave H&S Business; provided, however, that and enter into a new Contract with the applicable WhiteWave Group Members shall assume counterparty which solely relates to the H&S Business, on substantially equivalent terms and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities conditions as are then in effect under the relevant ▇▇▇▇ Foods such Shared Contracts associated with the benefits and rights so made available to themContract. (bd) At the written request of ▇▇▇▇ FoodsWith respect to each Shared Contract that is not partially assigned or amended as contemplated by Section 6.2(b) or Section 6.2(c), WhiteWave Fortune Brands and H&S shall, and shall cause the other WhiteWave Group Members applicable Fortune Brands Parties and H&S Parties to, cooperate in any lawful and reasonable arrangement, to the extent not prohibited by so permitted under the applicable WhiteWave terms of such Shared Contract and applicable Law and except where law: (i) to provide the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members applicable Fortune Brands Party the benefits and rights under the WhiteWave obligations of any such Shared Contracts that are substantially equivalent Contract with respect to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ FoodsFortune Brands Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (Fortune Brands Party any or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary all of the rights and is responsible for obligations with respect to such Shared Contract with respect to the obligations related Fortune Brands Business. In any such arrangement, the Fortune Brands Parties will, with respect to that portion of such the Shared Contract relating to the WhiteWave Fortune Brands Business, which rights shall (A) bear the sole responsibility for completion of the work or provision of goods and services, (B) bear all Taxes with respect thereto or arising therefrom, (C) be a WhiteWave Asset solely entitled to all benefits thereof, economic or otherwise, including the receipt of all goods and which services thereunder, (D) be solely responsible for any amounts due thereunder, any warranty or breach thereof, any repurchase, indemnity and service obligations shall thereunder and any damages related to termination of such Shared Contract, (E) promptly reimburse the reasonable costs and expenses of H&S and the applicable H&S Party related to such activities, (F) be a WhiteWave Liability, entitled to continue to receive any correspondence or invoices delivered with respect to such Shared Contract and (G) be entitled to receive copies of all correspondence and invoices delivered to or by any H&S Party with respect to such Shared Contract; and (ii) a ▇▇▇▇ Foods Group Member is to provide the beneficiary applicable H&S Party the benefits and obligations of any such Shared Contract with respect to the H&S Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the H&S Party any or all of the rights and is responsible for the obligations related with respect to such Shared Contract with respect to the H&S Business. In any such arrangement, the H&S Parties will, with respect to that portion of the Shared Contract relating to the ▇▇▇▇ Foods H&S Business, which rights (A) bear the sole responsibility for completion of the work or provision of goods and services, (B) bear all Taxes with respect thereto or arising therefrom, (C) be solely entitled to all benefits thereof, economic or otherwise, including the receipt of all goods and services thereunder, (D) be solely responsible for any amounts due thereunder, any warranty or breach thereof, any repurchase, indemnity and service obligations thereunder and any damages related to termination of such Shared Contract, (E) promptly reimburse the reasonable costs and expenses of Fortune Brands and the applicable Fortune Brands Party related to such activities and (F) be entitled to receive copies of all correspondence and invoices delivered to or by any Fortune Brands Party with respect to such Shared Contract. (e) With respect to each Shared Contract that is the subject of an arrangement contemplated by Section 6.2(d), Fortune Brands, on behalf of itself and each of the Fortune Brands Parties, shall indemnify, defend and hold harmless each of the H&S Parties from and against any and all Expenses or Losses incurred or suffered by one or more of the H&S Parties in connection with, relating to, arising out of or due to, directly or indirectly, that portion of the Shared Contract relating to the Fortune Brands Business. With respect to each Shared Contract that is the subject of an arrangement contemplated by Section 6.2(d), H&S, on behalf of itself and each of the H&S Parties, shall indemnify, defend and hold harmless each of the Fortune Brands Parties from and against any and all Expenses or Losses incurred or suffered by one or more of the Fortune Brands Parties in connection with, relating to, arising out of or due to, directly or indirectly, that portion of the Shared Contract relating to the Fortune Brands Business. (f) No Fortune Brands Party or H&S Party shall be a ▇▇▇▇ Foods Asset required to pay any consideration to any Third Party in connection with implementing the arrangements contemplated by this Section 6.2. (g) The parties shall follow the procedures specified in Section 12.2 in the event of any dispute regarding the rights and which obligations shall be a ▇▇▇▇ Foods Liabilityof the Fortune Brands Parties or the H&S Parties with respect to any Shared Contract that is the subject of an arrangement contemplated by Section 6.2(d).

Shared Contracts. The Parties acknowledge that the Sellers and their Affiliates (including the Acquired Companies) are parties agree as follows: to certain Contracts (acollectively, the “Shared Contracts”) At that relate in part to both (i) the written request of WhiteWave, ▇▇▇▇ Foods shall, Business and shall cause (ii) the other ▇▇▇▇ Foods Group Members to, to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave BusinessRetained Businesses; provided, however, that the applicable WhiteWave Group Members in no event shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods any Shared Contracts associated with include this Agreement, any of the benefits and rights so Ancillary Agreements, any Contracts made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, pursuant to the extent not prohibited by Transition Services Agreement or any of the applicable WhiteWave Shared Contract Contracts set forth on Schedule 5.18. Subject to Section 2.3 and applicable Law and except where Section 5.3(a), the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties Parties shall, and shall cause their respective Subsidiaries Affiliates to, cooperate with each other and use their respective reasonable best efforts prior to work together the Closing to cause the Shared Contracts to be apportioned (andincluding by obtaining the consent of such counterparty to enter into a new Contract or amendment, if necessary and desirable, to work with the third party to each or splitting or assigning in relevant part such Shared Contract) in an effort ), effective as of the Closing, between Buyer and its Affiliates, on the one hand, and the Sellers and their Affiliates, on the other hand, pursuant to dividewhich the Sellers will assume, partially assignor cause their Affiliates to assume, modify and/or replicate (in whole or in part) all of the respective rights and obligations under such Shared Contracts that relate to the Retained Businesses, on the one hand, and in respect of any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary Buyer or an Affiliate thereof will assume all of the rights and is responsible for obligations under such Shared Contracts that relate to the Business, on the other hand; and (iii) in the case of the Sellers, to cause the applicable counterparty to release Buyer and its Affiliates (including the Acquired Companies), as applicable, from the obligations related of the Sellers and their Affiliates arising after the Closing Date under the portion of the Shared Contract apportioned to that the Sellers (or their Affiliates) and, in the case of Buyer and its Affiliates, to cause the applicable counterparty to release the Sellers and their Affiliates, as applicable, from the obligations of Buyer and its Affiliates (including the Acquired Companies) arising after the Closing Date under the portion of the Shared Contract apportioned to Buyer and its Affiliates. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, the Sellers shall not be required to cause the partial assignment of any Shared Contract to Buyer or its Affiliates for any purpose other than the conduct of the Business. Any Shared Contract for which the arrangements described in this Section 5.18 cannot be entered into prior to the Closing shall be subject to Section 2.3 and Section 5.3(a) and, with respect to any such Shared Contract, prior to the 12-month anniversary of the Closing, (A) the Parties shall work together in good faith to determine the feasibility of separating such Shared Contract and (B) if, notwithstanding such good faith efforts, the Parties are unable to agree on a mutually satisfactory plan for separating any such Shared Contract, the Parties will use reasonably best efforts to negotiate in good faith appropriate means for (1) Buyer and its Affiliates to obtain the benefits and assume the obligations associated with the portion of such Shared Contract relating to the WhiteWave Business, which rights shall be Business for a WhiteWave Asset and which obligations shall be a WhiteWave Liability, transitional period and (ii2) a ▇▇▇▇ Foods Group Member is Sellers and their Affiliates to obtain the beneficiary of the rights benefits and is responsible for assume the obligations related to associated with the portion of such Shared Contract relating to the ▇▇▇▇ Foods BusinessRetained Businesses for a transitional period; provided, which rights that in no event shall Buyer, the Sellers or any of their Affiliates (including the Acquired Companies) be a ▇▇▇▇ Foods Asset required to pay any fee, penalty or other consideration to any third party or make any concession to any third party (other than customary commercial concessions that are not material) to fulfill their respective obligations under this Section 5.18 and which obligations in no event shall be a ▇▇▇▇ Foods Liabilitythe Sellers or the Acquired Companies agree to (x) pay for any such fee, penalty or other consideration or (y) any such concession, in each case without the prior written consent of Buyer (except to the extent that such payment or concession constitutes an Excluded Liability hereunder).

Shared Contracts. The parties agree (a) Section 5.15(a) of the Seller’s Disclosure Schedule sets forth a list of all of the Shared Contracts. With respect to Shared Contractual Liabilities pursuant to, under, or relating to a given Shared Contract, such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement or a Related Agreement, be allocated between SEE and Buyer as follows: (ai) At If a Shared Contractual Liability is incurred exclusively in respect of the written request Diversey Business or the Excluded Businesses, such Shared Contractual Liability shall be allocated entirely to Buyer (in respect of WhiteWavethe Diversey Business) or SEE (in respect of the Excluded Businesses); (ii) If a Shared Contractual Liability cannot be so allocated under clause (i) above, ▇▇▇▇ Foods shallsuch Shared Contractual Liability shall be allocated to SEE or Buyer, and shall cause as the other ▇▇▇▇ Foods Group Members tocase may be, to based on the extent not prohibited relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Closing Date, measured as of the date of the allocation) by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where Diversey Business or the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities Excluded Business under the relevant ▇▇▇▇ Foods Shared Contract. Notwithstanding the foregoing, each of SEE and Buyer shall be responsible for any or all Shared Contractual Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 5.15 otherwise pertains and SEE will be responsible for all of its (or its Subsidiary’s) breaches of Shared Contracts associated with prior to the benefits Closing, and rights so made available to themall of the foregoing breaches for which SEE is responsible shall be Retained Liabilities. (b) At If SEE or any Retained Subsidiary, on the written request one hand, or Buyer or any of ▇▇▇▇ Foodsits Subsidiaries (including the Transferred Diversey Companies and their Subsidiaries), WhiteWave shallon the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, SEE and Buyer will use their respective reasonable best efforts to, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, deliver such benefit or payment to the other party. (c) Notwithstanding anything to the contrary herein, the parties agree that the Shared Contracts listed on Section 5.15(c)(i) of the Seller’s Disclosure Schedule shall not be deemed to be Diversey Assets hereunder (the “Excluded Shared Contracts”). Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, which are identified on Section 5.15(c)(ii) of the Seller’s Disclosure Schedule, be separated into separate Contracts between the appropriate third party and either SEE (or its designee), with respect to the Excluded Businesses, or Buyer (or its designee, with respect to the Diversey Business). From the date hereof until the date that is eighteen (18) months following the Closing Date, the parties hereto shall use their respective reasonable best efforts to work together (andenter into or to grant, if necessary and desirable, to work with the third cause each third-party counterparty to each Shared ContractContract identified on Section 5.15(c)(ii) of the Seller’s Disclosure Schedule to enter into or to grant, any such new agreements or consents as are reasonably necessary to permit SEE and its Affiliates or Buyer and its Affiliates, as applicable, to derive the benefits, and assume the obligations and economic burdens, with respect to each Shared Contract identified on Section 5.15(c)(ii) of the Seller’s Disclosure Schedule on an independent basis following the Closing; provided, however, that neither SEE, Buyer, nor any of their respective Affiliates shall be required to offer or grant any financial or non-financial accommodation in an effort to divideconnection therewith. If, partially assignon the Closing Date, modify and/or replicate (any such third party agreement or consent is not obtained, SEE and Buyer shall, and SEE shall cause the other Sellers to, cooperate in whole a mutually acceptable arrangement under which Sellers and their respective Affiliates or Buyer and its Affiliates, as applicable, would in part) compliance with Law, obtain the respective rights appropriate benefits and assume the related obligations under and bear the related economic burdens in respect of any each Shared Contract, such that (iContract identified on Section 5.15(c)(ii) a WhiteWave Group Member is the beneficiary of the rights and is responsible for Seller’s Disclosure Schedule, including by means of subcontracting, sublicensing, or subleasing arrangements, or enforcement by the obligations related to that portion of such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related party to such Shared Contract relating for the benefit (and at the expense) of the other party or its Affiliates (as applicable) that is an intended beneficiary thereof pursuant to this Section 5.15. Notwithstanding anything in this Agreement to the ▇▇▇▇ Foods Businesscontrary, the costs and expenses incurred by SEE or its Affiliates or the Transferred Diversey Companies or the Diversey Business in connection with the foregoing shall be borne fifty percent (50%) by SEE and fifty percent (50%) by Buyer (other than with respect to costs of Day 1 Readiness Activities as defined in Section 5.34 of the Seller’s Disclosure Schedule, which rights costs of Day 1 Readiness Activities will be borne solely by SEE up to $1,300,000, with all costs of Day 1 Readiness Activities in excess of $1,300,000 to be borne fifty percent (50%) by SEE and fifty percent (50%) by Buyer. (d) As used in this Section 5.15, Buyer’s Subsidiaries shall be a ▇▇▇▇ Foods Asset include the Transferred Diversey Companies and which obligations shall be a ▇▇▇▇ Foods Liabilitytheir Subsidiaries from and after the Closing.

Shared Contracts. The parties agree as follows: (a) At the written request of WhiteWave, Parties acknowledge that certain ▇▇▇▇ Foods shall, and shall cause ▇▇▇ Entities are parties to certain Contracts that relate to the other operations or conduct of the business of one or more of the ▇▇▇▇ Foods Group Members to▇▇▇ Entities and the Business, to the extent not prohibited by but will remain with the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Entities after the Closing. In the case of those Contracts set forth on Schedule 6.12 (the “Shared Contracts are specifically provided pursuant to an Ancillary DocumentContracts”), make available to applicable WhiteWave Group Members benefits the Parties shall cooperate with each other and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with i) obtain the agreement of the third party that is the counterparty to each Shared Contract to enter into a new contract effective as of the Closing Date pursuant to which a Company or a Companies’ Subsidiary, as applicable, will receive substantially the same goods and services provided by the Shared Contract to a Company or a Companies’ Subsidiary, as applicable, prior to the Closing on terms and conditions substantially similar to those contained in the Shared Contract as of the Closing Date (each, a “Replacement Contract”) in an effort and, where applicable, to divide, partially assign, modify and/or replicate cause the applicable counterparty to release Seller and its applicable Affiliates (in whole other than the Companies and the Companies’ Subsidiaries) from any applicable minimum quantity or in partother commitments to the extent such commitments become the obligation of a Company or Companies’ Subsidiary under the Replacement Contract and (ii) to the respective rights and obligations under and in respect of any extent a Company or a Companies’ Subsidiary is a party to a Shared Contract, obtain the release of the counterparty of a Company or a Companies’ Subsidiary, as applicable, from obligations arising after the Closing Date under the Shared Contract effective as of the Closing Date. If one or more Replacement Contracts are not obtained prior to or on the Closing Date, unless the Parties otherwise agree in writing, during the remaining term of the applicable Shared Contract, the Parties shall use their respective reasonable best efforts to allow the Companies or a Companies’ Subsidiary, as applicable, to the extent permitted by applicable Law and to the extent reasonably within the contractual or other ability or control of Seller or Purchaser, as the case may be, to receive substantially the same goods and services of the subject matter of the Shared Contract received prior to the Closing and the economic and other burdens of such Shared Contract; provided, however, that (i) a WhiteWave Group Member is the beneficiary Purchaser shall reimburse Seller for any reasonable and documented out of the rights and is responsible for the obligations related to that portion of pocket expenses incurred in connection with any such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, arrangement and (ii) a ▇▇▇▇ Foods Group Member is Seller has no obligation to engage in the beneficiary Business after the Closing. For the avoidance of doubt, in no event shall any Replacement Contract impose any obligations or liability on Seller or its Affiliates after the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods LiabilityClosing.

Shared Contracts. The parties agree as follows: (a) At From the written request date of WhiteWavethis Agreement until the Closing, ▇▇▇▇ Foods shall, and shall cause the other ▇▇▇▇ Foods Group Members to, to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties hereto shall, and shall cause their respective Subsidiaries Affiliates to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party or third parties to each any Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that that, effective as of the Closing Date, (i) a WhiteWave Group Member Buyer is the beneficiary of the rights rights, and is responsible for the obligations obligations, related to that the portion of such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave LiabilityBusiness (the “Buyer Portion”), and (ii) Seller or a ▇▇▇▇ Foods Group Member Seller Affiliate is the beneficiary of the rights rights, and is responsible for the obligations obligations, related to the portion of such Shared Contract not relating to the Business (the “Seller Portion”). In undertaking these efforts, (x) neither Seller nor any Seller Affiliates shall be required to pay any transfer or other fee, incur any Liability or offer any concession to split, assign or replicate any Shared Contract, (y) neither Buyer nor any Buyer Affiliates shall be required to accept terms and conditions that are less favorable to Buyer and Buyer Affiliates than the terms and conditions of the applicable Shared Contract then in force, or to assume any Liabilities of the Seller Portion under any Shared Contract, and (z) neither Buyer nor any Buyer Affiliate shall be required to commit to a term under any Shared Contract that is longer than the then-current renewal term of such Shared Contract and, if requested by ▇▇▇▇ Foods Business▇▇, Seller will cooperate with Buyer in the earlier termination of the Buyer Portion of the Shared Contract (in which rights case any early termination fees or other expenses will be borne by Buyer). Without limiting the generality of the foregoing in this Section 7.14(a), following termination or expiration of the applicable service period for the applicable services under the Transition Services Agreement, upon Buyer’s reasonable written request, Seller shall use reasonable efforts, and Buyer shall reasonably cooperate with Seller, to cause the applicable counterparties to any Shared Contract to release Buyer and its Affiliates from all obligations comprising the Buyer Portion of such Shared Contract; provided, that (A) Buyer shall be solely responsible for, and shall bear, all costs, expenses and fees incurred in connection with obtaining any such release, (B) Buyer shall reimburse Seller and its Affiliates for any costs and expenses that are incurred by Seller or any of its Affiliates and paid to the counterparties under such Shared Contract with respect to the Buyer Portion thereof prior to, at or after the Closing, in each case, to the extent the benefit of such payment(s) inures to Buyer or any of its Affiliates (including the Acquired Seller Party) from and after the Closing, and (C) for the avoidance of doubt, nothing in this Section 7.14(a) shall require Seller or any of its Affiliates to pay any transfer or other fee, incur any Liability or offer any concession in connection with such release except to the extent Buyer has agreed in advance in writing to bear and promptly reimburse Seller for the same. (b) If the parties hereto or their respective Affiliates are not able to enter into an arrangement to divide, partially assign, modify or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract as contemplated by Section 7.14(a) prior to the Closing, then, subject to the additional terms of this Section 7.14(b), the Closing shall nonetheless take place on the terms set forth herein and, thereafter, until the earlier of the expiration or termination of such Shared Contract in accordance with its terms and the date on which the division, partial assignment, modification or replication of such Shared Contract as contemplated by Section 7.14(a) is effected, (i) Buyer and Seller shall, and shall cause their respective Affiliates to, use their commercially reasonable efforts to obtain any required Consents and enter into any necessary agreements to effectuate the foregoing, and the parties will cooperate in such endeavors, (ii) Buyer and Seller shall, and shall cause their respective Affiliates to, use their commercially reasonable efforts to cooperate (each at its own expense) in any lawful, contractually permissible and commercially reasonable arrangement under which, following the Closing, Buyer shall receive the interest in the benefits of the Buyer Portion under such Shared Contract and Seller or a ▇▇▇▇ Foods Asset Seller Affiliate (other than the Acquired Seller Party) shall receive the interest in the benefits of the Seller Portion under such Shared Contract, (iii) Buyer shall perform all obligations under any Buyer Portion of a Shared Contract and which (iv) Seller shall or shall cause a Seller Affiliate (other than the Acquired Seller Party) to perform all obligations shall be under any Seller Portion of a ▇▇▇▇ Foods LiabilityShared Contract.

Shared Contracts. The parties agree as follows: (a) At The parties acknowledge that the written request of WhiteWaveSeller Parties and their Affiliates (other than the Company) may be parties to certain Contracts (collectively, ▇▇▇▇ Foods shallthe “Shared Contracts”) that relate to the Business, on the one hand, and the other businesses of the Seller Parties and their Affiliates (other than the Business), on the other hand. Prior to the Closing, the Seller Parties shall use commercially reasonable efforts: (i) to cause the Shared Contracts to be apportioned (including by obtaining the consent of such counterparty to enter into a new contract or amendment (each such new contract, a “New Contract”) or splitting or assigning in relevant part such Shared Contract, in each case on terms substantially similar in all material respects to those contained in such Shared Contract, in order for the Business and the other ▇▇▇▇ Foods Group Members tobusinesses of the Seller Parties and their respective Affiliates to receive the applicable claims, rights and benefits and bear the applicable burdens and obligations under such Shared Contract), effective as of the Closing, between the Company and its Affiliates and the Seller Parties and their Affiliates (other than the Company), pursuant to which the Seller Parties and their respective Affiliates shall assume all of the rights and obligations under such Shared Contract that relate to the businesses and operations of the Seller Parties and their respective Affiliates (other than the Business), on the one hand, and the Company shall assume all of the rights and obligations under such Shared Contract to the extent not prohibited by relating to the Business, on the other hand; and (ii) to cause the applicable ▇▇▇▇ Foods counterparty to release the Company and its Affiliates, as applicable, from the obligations of the Seller Parties and their respective Affiliates under the portion of the Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent apportioned to the benefits Seller Parties and rights enjoyed by their respective Affiliates and to cause the ▇▇▇▇ Foods Group applicable counterparty to release the Seller Parties and their Affiliates from the obligations of the Company arising after the Closing Date under each ▇▇▇▇ Foods the portion of the Shared Contract for which such request is made by WhiteWave, apportioned to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to themCompany. (b) At If, prior to Closing, the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, parties are not able to the extent not prohibited by the applicable WhiteWave apportion any such Shared Contract and applicable Law and except where in accordance with Section 4.15(a), then: (i) the benefits Seller Parties shall continue to use their commercially reasonable efforts to cause such counterparty to enter into such a New Contract or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent so assign such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any such Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) until such time as such a ▇▇▇▇ Foods Group Member New Contract is the beneficiary of the rights executed or such claims, rights, benefits, burdens and is responsible for the obligations related to under such Shared Contract relating are so assigned, the Seller Parties shall use their commercially reasonable efforts to secure an alternative arrangement reasonably satisfactory to the ▇▇▇▇ Foods Businessparties under which the Business or the other businesses of the Seller Parties and their Affiliates, which as applicable, would, in compliance with applicable Law, obtain the benefits and bear the burdens associated with the applicable Shared Contract such that the Business or the other businesses of the Seller Parties and their Affiliates would be placed in a substantially similar position as if such a New Contract had been executed or such benefits and obligations had been so assigned. In furtherance of the foregoing, the Seller Parties and the Company, as applicable, shall, or shall cause its designee to, promptly pay, perform or discharge when due any liability arising under any Shared Contract from and after the Closing to the extent that such liability relates to rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liabilitybenefits under such Shared Contract that the Company or the Seller Parties (or their respective designee) receives pursuant to this Section 4.15(b).

Shared Contracts. The parties agree From the date hereof until the earlier of the Closing and such time as follows: (a) At the written request this Agreement is terminated in accordance with Article VII, each of WhiteWave, ▇▇▇▇ Foods shall, Buyer and shall cause the other ▇▇▇▇ Foods Group Members to, to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties Seller shall, and shall cause their respective Subsidiaries Affiliates to, use their respective commercially reasonable best efforts to work together identify any Shared Contracts (and, if necessary other than Specified Shared Contracts) and desirable, to work with notify the third other party to each of such Shared Contract) in an effort . Each of Buyer and Seller will use commercially reasonable efforts to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a WhiteWave Group Member is assist the beneficiary other party in negotiating and entering into arrangements for the benefit of the other party, as the case may be, with the counterparty to such Shared Contract that replicates, as nearly as reasonably practicable, the rights and is responsible for benefits of the obligations related to that portion of such Shared Contract relating related to the WhiteWave Business or the business of Seller and its Subsidiaries (other than the Business), which rights shall be a WhiteWave Asset as the case may be, including the split and which obligations shall be a WhiteWave Liabilitynovation of such Shared Contract, and or (ii) a ▇▇▇▇ Foods Group Member is to the beneficiary extent permitted by applicable Law and by the terms of such Shared Contract, enter into arrangements with the other party to provide such party, as nearly as reasonably practicable, with rights and benefits applicable to the to the Business or the business of Seller and its Subsidiaries (other than the Business), as the case may be, under such Shared Contract. In the case of any Shared Contract that relates exclusively to the Business and to which both the Company or any of its Subsidiaries and Seller or any of its Subsidiaries is responsible for a party, the Company or its relevant Subsidiary shall bear all the costs, Liabilities and obligations related with respect to such Shared Contract relating from and after the Closing and shall pay, reimburse, indemnify and hold harmless Seller and its Subsidiaries for any and all Damages incurred or sustained by, or imposed upon Seller or any of its Subsidiaries with respect to such Shared Contract arising from and after the Closing. In the case of any Shared Contract that relates exclusively to the ▇▇▇▇ Foods business of Seller and its Subsidiaries (other than the Business) and to which both the Company or any of its Subsidiaries and Seller or any of its Subsidiaries is a party, which rights Seller or its relevant Subsidiary shall be a ▇▇▇▇ Foods Asset bear all the costs, Liabilities and which obligations with respect to such Shared Contract from and after the Closing and shall be a ▇▇▇▇ Foods Liabilitypay, reimburse, indemnify and hold harmless the Company and its Subsidiary for any and all Damages incurred or sustained by, or imposed upon the Company or such Subsidiary with respect to such Shared Contract arising from and after the Closing.

Shared Contracts. The parties agree as follows: (a) At The parties acknowledge that the written request Contracts set forth on Schedule 5.12 (the “Shared Contracts”) relate in part to both the operations of WhiteWavethe Business and the operations of the businesses of Seller and its other Affiliates. From the date hereof until the earlier of (i) the date that is twelve (12) months following the Closing Date, ▇▇▇▇ Foods (ii) the Company entering into direct contractual arrangements with respect to the Business with the applicable counterparties to the Shared Contracts which replace the Shared Contracts, and (iii) the expiration of or termination by the applicable counterparties of the Shared Contracts in accordance with their terms, the parties shall cooperate with each other and use their respective commercially reasonable efforts to cause each of the Shared Contracts to be apportioned (including by obtaining consent of the counterparties to enter into new Contracts or amendments, or splitting or assigning in relevant part the Shared Contracts (each such required consent, the “Shared Contract Consent”)) between Seller and its Affiliates, on the one hand, and the Company, on the other hand such that the Company (A) shall receive substantially the same rights and benefits under the Shared Contracts as the Company would have been entitled to receive had such Shared Contract been assigned to the Company as of the Closing Date, and (B) bear substantially the same obligations, costs and liabilities, including the obligation to provide services to or for the benefit of the counterparty, as the Company would be subject to had the portion of such Shared Contract related to the operation or conduct of the Business been assigned to the Company as of the Closing Date. In furtherance (and not in limitation) of the foregoing, Purchaser shall, and or shall cause its applicable Affiliates to, promptly pay, perform and discharge when due any liability (including any liability for Taxes) arising under such Shared Contract, whether arising prior to, on or after the other ▇▇▇▇ Foods Group Members toClosing, to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent related to the benefits operation or conduct of the Business, and rights enjoyed by Purchaser and its Affiliates shall indemnify and hold harmless the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWaveSeller and its Affiliates and their respective managers, to the extent such benefits relate to the WhiteWave Business; providedofficers, howeverdirectors, that the applicable WhiteWave Group Members shall assume employees, successors and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated assigns from and against all obligations, liabilities and costs with the benefits and rights so made available to themrespect thereto. (b) At Notwithstanding anything to the written request contrary in this Section 5.12: (i) Seller shall not be obliged to (A) pay any amounts or provide other consideration in connection with obtaining or seeking to obtain any Shared Contract Consent or (B) take any action that would, in the good faith judgement of ▇▇▇▇ FoodsSeller, WhiteWave shallconstitute a breach or other contravention of the rights of any Person, be ineffective under, or contravene, any applicable Law or adversely affect the contractual rights of Seller or any of its Affiliates; (ii) Purchaser shall bear all the costs and shall cause the other WhiteWave Group Members toexpenses of obtaining or seeking to obtain any Shared Contract Consents and agrees to accept any commercially reasonable modifications or changes to any Shared Contract, to the extent not prohibited by the applicable WhiteWave necessary to obtain any Shared Contract Consent; and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant (iii) Seller shall not have any liability whatsoever for failure to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave obtain any Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to themConsent. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of If any Shared Contract, such that Contract Consent is not obtained by the earlier of (i) a WhiteWave Group Member the date that is twelve (12) months following the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, Closing Date and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary expiration of or termination by the applicable counterparty of the rights and is responsible for the obligations related to such Shared Contract relating in accordance with its terms, Seller will be deemed to the ▇▇▇▇ Foods Business, which rights have fulfilled its obligation under this Agreement and under no circumstances shall Seller or any of its Affiliates be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liabilitysubject to any liability on account of failure to obtain any Shared Contract Consent.

Shared Contracts. The parties agree as follows: (a) At From the written request of WhiteWavedate hereof until the Closing, ▇▇▇▇ Foods shallupon the Purchaser’s reasonable request, and shall cause the other ▇▇▇▇ Foods Group Members to, with respect to the extent not prohibited by the applicable ▇▇▇▇ Foods any Shared Contract that is not a Transferred Business Contract, the Seller and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members Purchaser shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shalluse, and shall cause their respective Subsidiaries toAffiliates to use, use commercially reasonable efforts to cause the counterparty to such Shared Contract (i) to enter into a new contract with the Purchaser or any designee of the Purchaser, on terms substantially similar in all material respects to those contained in such Shared Contract, in order for the Business to receive the applicable benefits under such Shared Contract (each such new contract, a “New Contract”), it being understood that a New Contract will not necessarily contain the same terms as the Shared Contract to which it relates, or (ii) if practicable, and (subject to any required third-party consents or notices and any restrictions imposed by applicable Law), to assign to the Purchaser or any designee of the Purchaser the benefits and obligations under such Shared Contract to the extent relating to the Business; provided, that no member of the Seller Group shall be required to assign any such benefits and obligations under any Shared Contract if doing so would reasonably be anticipated to materially and adversely affect the rights of such member of the Seller Group thereunder. In connection with the entering into of New Contracts, the Seller and the Purchaser shall use, and shall cause their respective Affiliates to use, reasonable best efforts to work together (and, if necessary ensure that each member of the Seller Group and desirable, its Affiliates are released by such counterparty with respect to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights all liabilities and obligations relating to the Business and arising after the Closing and the Purchaser shall indemnify and hold harmless the applicable member of the Seller Group from and against all Losses to the extent arising from or relating to the obligations of the Purchaser or the Business under and in any New Contract. (b) If, prior to the Closing, the parties are not able, with respect of to any such Shared Contract, such that (i) to obtain a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion New Contract in respect of such Shared Contract or to assign to the Purchaser or its designee the benefits and obligations of such Shared Contract to the extent relating to the WhiteWave Business, which rights then for a period of six months following the Closing, (i) the Seller and the Purchaser shall be continue to use commercially reasonable efforts to cause such counterparty to enter into such a WhiteWave Asset New Contract or so assign such benefits and which obligations shall be a WhiteWave Liability, under such Shared Contract and (ii) until such time as such a ▇▇▇▇ Foods Group Member New Contract is executed or such benefits and obligations under such Shared Contract are so assigned, the beneficiary of Seller and the Purchaser shall enter into such reasonable and lawful arrangements reasonably satisfactory to both parties as shall provide the applicable rights and is responsible for benefits of such Shared Contract to the Purchaser or its designee, and shall require the Purchaser or its designee to pay or satisfy the corresponding liabilities and obligations related with respect to such Shared Contract relating Contract, in each case to the ▇▇▇▇ Foods Businesssame extent as if such a New Contract had been executed or such benefits and obligations had been so assigned as of the Closing. The parties shall use commercially reasonable efforts to structure the provision of the benefits of any Shared Contract to Purchaser in a manner that does not result in any member of the Seller Group or any of their Affiliates recognizing net taxable income (taking into account any deductions available for payments made to Purchaser) with respect to such structure, provided, that if notwithstanding such efforts any member of the Seller Group or any of their Affiliates recognizes net taxable income as a result of such structure, then the amount payable by Seller shall be reduced by 25.5% of such net taxable income, and provided further, that the foregoing shall not prevent any member of the Seller Group or any of their Affiliates from reporting net taxable income arising from such structure on its Tax returns as required by applicable Law as reasonably determined by Seller. Notwithstanding the six month time period specified in the first sentence of this Section 5.7(b), with respect to any Shared Contract that is a Contract with a Governmental Authority, the reasonable and lawful arrangement contemplated by this Section 5.7(b) shall continue until the end of the term of such Shared Contract as in effect on the Closing Date. (c) Notwithstanding anything to the contrary in this Agreement, except as provided in the final sentence of Section 5.7(b), no member of the Seller Group shall have any obligation under this Section 5.7 following the first anniversary of the Closing Date. No member of the Seller Group shall be required to make any expenditure or incur any liability in connection with any such activities described in this Section 5.7, unless reimbursed by the Purchaser for the full amount of any such expenditure or liability (for actual costs only). The Purchaser acknowledges that no member of the Seller Group shall have any liability or obligation with respect to any New Contract or failure to obtain any New Contract. (d) From the date hereof through the Closing, neither the Seller nor any of its Affiliates will enter into any new Contract that would constitute a Shared Contract without prior consultation with the Purchaser as to the provisions of such Shared Contract that will affect the Business and without the Purchaser’s prior written consent, which rights consent shall not be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liabilityunreasonably withheld, conditioned or delayed.

Shared Contracts. (a) Until the earlier of (1) the expiration or termination date (in accordance with their terms) of any applicable Shared Contracts set forth on Schedule 6.1(a) (such Shared Contracts, collectively, the “Specified Shared Contracts”) and (2) sixty (60) days after the Closing Date, the Seller shall, and shall cause its Seller Group to, use commercially reasonable efforts to, (i) as soon as reasonably practicable after the Closing Date, cause the counterparty to each Specified Shared Contract to consent to the partial assignment of those rights of the applicable Seller Related Party under such Specified Shared Contract related to the Business, and (ii) in the event any such Specified Shared Contract cannot be so partially assigned under applicable Law or the terms of the applicable Specified Shared Contract, or if the counterparty otherwise does not consent to such partial assignment, otherwise reasonably cooperate with the Buyer in the Buyer’s efforts to enter into a new Contract with such counterparty (such new Contracts, the “New Contracts”), (A) on terms that are similar in all material respects to such Specified Shared Contracts and (B) in a manner that ensures there is no interruption or discontinuation of service to the Business, in each case from and after the Effective Time. The portion exclusively related to the Business of each such Specified Shared Contract for which the parties agree have received consent to such partial assignment shall thereafter be deemed to be an Assigned Contract for all purposes hereunder. (b) In the event any Specified Shared Contract cannot be so partially assigned under applicable Law or the terms of the applicable Specified Shared Contract, or if the counterparty otherwise does not consent to such partial assignment or to entering into a New Contract, the parties hereto shall, until the earlier of (1) the expiration or termination date of the applicable Specified Shared Contract and (2) sixty (60) days after the Closing Date, cooperate with each other and, following good faith discussions between the parties hereto, use reasonable best efforts to seek to obtain or structure mutually acceptable alternative arrangements for the Buyer or one of its Affiliates, on the one hand, and the applicable Seller Related Party, on the other hand, receiving rights and benefits, and bearing Liabilities, to the extent related to their respective businesses (provided that such arrangements shall not result in a breach or violation of such Specified Shared Contract or applicable Law). Such alternative arrangements may include a subcontracting, sublicensing, subleasing or other similar arrangements under which the Buyer or one of its Affiliates would, in compliance with applicable Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Specified Shared Contracts solely to the extent related to the Business (or applicable portion thereof) and under which the applicable Seller Related Party would, upon the Buyer’s or such Affiliate’s request, use reasonable best efforts to enforce for the benefit (and at the expense) of the Buyer or such Affiliate any and all of such Seller Related Party’s rights against such Third Party under such Specified Shared Contract solely to the extent related to the Business (or applicable portion thereof), and the Seller or the applicable Seller Related Party would promptly pay to the Buyer or such Affiliate when received all monies received by them from time to time pursuant to such enforcement under such Specified Shared Contracts solely to the extent related to the Business (or applicable portion thereof), after deduction for any costs or expenses incurred by the Seller or the applicable Seller Related Party. (c) With respect to Liabilities, rights and benefits pursuant to, under or relating to a given Specified Shared Contract, relating to occurrences from and after the Closing, such Liabilities, rights and benefits shall be allocated between the Buyer and the Seller as follows: (ai) At If a Liability is incurred, or if a right or benefit is obtained, exclusively in respect of the written request Business or exclusively in respect of WhiteWavethe Excluded Business, ▇▇▇▇ Foods shallsuch Liability, right or benefit shall be allocated to the Buyer or its applicable Affiliate (in respect of the Business) or the Seller or the applicable member of the Seller Group (in respect of the Excluded Business); (ii) If a Liability, right or benefit cannot be so allocated under clause (i) above, such Liability, right or benefit shall be allocated to the Buyer or the Seller, as the case may be, based on the relative proportions of total benefit received (over the term of the Specified Shared Contract remaining as of the Closing Date, measured as of the date of the allocation) by the Business or the Excluded Business (as applicable) under the relevant Specified Shared Contract. Notwithstanding the foregoing, each of the Buyer and the Seller shall cause the other ▇▇▇▇ Foods Group Members to, be responsible for any or all Liabilities to the extent not prohibited by related to, resulting from, or arising out of its (or its controlled Affiliates’) direct or indirect breach of, or actions under, the applicable ▇▇▇▇ Foods relevant Specified Shared Contract. (d) If the Seller or any member of the Seller Group, on the one hand, or the Buyer or any member of the Seller Group, on the other hand, receives any benefit or payment under any Specified Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge Business (or promptly reimburse ▇▇▇▇ Foods forapplicable portion thereof) or the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge Excluded Business (or promptly reimburse WhiteWave forapplicable portion thereof), respectively, the Seller and the Buyer (as applicable) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to, and to work together cause their respective controlled Affiliates to, promptly deliver such benefit or payment to the other party. (ande) The Shared Contracts set forth on Schedule 6.1(e) (such Shared Contracts, if necessary collectively, the “Retained Shared Contracts”) shall initially be Excluded Assets. For a period of 75 days after the Closing Date, the Seller shall not waive, amend, or otherwise modify any rights under the Retained Contracts to the extent related to the Business without the prior written consent of the Buyer. If the Buyer notifies the Seller within 75 days after the Closing Date that the Buyer desires to be assigned the portion of a Retained Shared Contract related to the Business, it shall so notify the Seller in writing and desirableupon delivery of such written notice to the Seller, and Section 6.1(a) through Section 6.1(d) shall apply mutatis mutandis; provided that “Closing Date” therein shall refer to work with the third party date of such written notice to each the Seller. If the Buyer does not provide such notice of assignment within 75 days after the Closing Date, the Seller shall have a right to terminate, waive, amend or modify all or any rights under the Retained Shared Contract) in an effort Contracts and shall have no further obligations to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and Buyer in respect of such Retained Shared Contracts or any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liabilitythereunder.

Shared Contracts. The parties agree as follows: (a) At From and after the written request of WhiteWaveClosing Date and for so long as the Transition Services Agreement remains in effect, ▇▇▇▇ Foods shall, and shall cause the other ▇▇▇▇ Foods Group Members to, to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties Sellers shall, and shall cause their respective Subsidiaries Affiliates to, use their respective reasonable best efforts to work together (and, if necessary and desirable, cooperate with Purchaser to work with the third party extent reasonably requested by Purchaser to each Shared Contract) in an effort cause the counterparty to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such Contract that is not an Assigned Contract and pursuant to which (i) services or benefits with a WhiteWave Group Member is the beneficiary fair market value in excess of the rights and is responsible for the obligations related one hundred thousand dollars ($100,000) are reasonably expected to that portion of such Shared Contract relating be provided to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, Business in any twelve (12) month period subsequent to the Contract Date and (ii) such services or benefits are among the Services (as such term is defined in the Transition Services Agreement) to be provided to Purchaser or its Affiliates (including a ▇▇▇▇ Foods Group Member is Transferred Company) after the beneficiary Closing Date pursuant to the Transition Services Agreement (an “Identified Shared Contract”) to enter into a new agreement with Purchaser as of the rights and is responsible for Closing with respect to the obligations related to matters addressed by such Shared Contract that are related to the Business; provided that any documentation relating to such new agreement shall be in form and substance reasonably satisfactory to Purchaser; and provided further that, subject to Section 5.6(a), Sellers and their Affiliates shall not be required to compromise any right, asset or benefit or expend any amount or incur any Liabilities or provide any other consideration in connection therewith. (b) From and after the ▇▇▇▇ Foods Closing Date and for so long as the Transition Services Agreement remains in effect, Purchaser shall, and shall cause its Affiliates to, use its reasonable best efforts to cooperate with Sellers to the extent reasonably requested by Sellers to cause the counterparty to any Identified Shared Contract to enter into a new agreement with Sellers or their Affiliates as of the Closing with respect to the matters addressed by such Shared Contract that are not related to the Business, which rights provided that any documentation relating to such new agreement shall be a ▇▇▇▇ Foods Asset in form and which obligations substance reasonably satisfactory to Sellers or their applicable Affiliate; provided, further, that, subject to Section 5.6(a), Purchaser and its Affiliates shall not be a ▇▇▇▇ Foods Liabilityrequired to compromise any right, asset or benefit or expend any amount or incur any Liabilities or provide any other consideration in connection therewith.

Shared Contracts. The parties agree as follows: (a) At the written request of WhiteWave, Parties acknowledge that certain ▇▇▇▇ Foods shall, and shall cause ▇▇▇ Entities are parties to certain Contracts that relate to the other operations or conduct of the business of one or more of the ▇▇▇▇ Foods Group Members to▇▇▇ Entities and the Business, to the extent not prohibited by but will remain with the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Entities after the Closing. In the case of those Contracts set forth on Schedule 6.9 (the “Shared Contracts are specifically provided pursuant to an Ancillary DocumentContracts”), make available to applicable WhiteWave Group Members benefits the Parties shall cooperate with each other and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with i) obtain the agreement of the third party that is the counterparty to each Shared Contract to enter into a new contract effective as of the Closing Date pursuant to which the Company will receive substantially the same goods and services provided by the Shared Contract to the Company, as applicable, prior to the Closing on terms and conditions substantially similar to those contained in the Shared Contract as of the Closing Date (each, a “Replacement Contract”) in an effort and, where applicable, to divide, partially assign, modify and/or replicate cause the applicable counterparty to release Seller and its applicable Affiliates (in whole other than the Company) from any applicable minimum quantity or in partother commitments to the extent such commitments become the obligation of the Company under the Replacement Contract and (ii) to the respective rights and obligations under and in respect of any extent the Company is a party to a Shared Contract, obtain the release from the counterparty of the Company from obligations arising after the Closing Date under the Shared Contract effective as of the Closing Date. If one or more Replacement Contracts are not obtained prior to or on the Closing Date, unless the Parties otherwise agree in writing, during the remaining term of the applicable Shared Contract, the Parties shall use their respective reasonable best efforts to allow the Company to the extent permitted by applicable Law and to the extent reasonably within the contractual or other ability or control of Seller or Purchaser, as the case may be, to receive substantially the same goods and services of the subject matter of the Shared Contract received prior to the Closing and the economic and other burdens of such Shared Contract; provided, however, that (i) a WhiteWave Group Member is the beneficiary Purchaser shall reimburse Seller for any reasonable and documented out of the rights and is responsible for the obligations related to that portion of pocket expenses incurred in connection with any such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, arrangement and (ii) a ▇▇▇▇ Foods Group Member is Seller has no obligation to engage in the beneficiary Business after the Closing. For the avoidance of doubt, in no event shall any Replacement Contract impose any obligations or liability on Seller or its Affiliates after the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods LiabilityClosing.

Shared Contracts. The Company Stockholder and Parent acknowledge that the Company Stockholder and/or its Subsidiaries or Affiliates (other than the Company and its Subsidiaries) are parties agree as follows: to certain Contracts with one or more third parties that relate to, or under which the rights of the Company Stockholder and/or its Subsidiaries or Affiliates (aother than the Company and its Subsidiaries) At are exercised for the written request benefit of WhiteWavethe Company and its Subsidiaries, ▇▇▇▇ Foods shallincluding such contracts set forth in Section 7.24(a) of the Company Disclosure Schedule, and shall cause that otherwise relate in part to both the Business, on the one hand, and the Retained Business, on the other ▇▇▇▇ Foods Group Members to, to hand (the extent not prohibited by “Shared Contracts”); provided that in no event shall the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts include any Contract that is a Contract solely among the Company Stockholder and any of its Subsidiaries, enterprise-wide Contracts used generally in the business and operations of TIH Parent and its Subsidiaries or Contracts the benefit of which are specifically provided pursuant to an Ancillary Document, make available the Transition Services Agreement. Subject to applicable WhiteWave Group Members Law, unless the Company Stockholder or its applicable Subsidiary and Parent otherwise agree or the benefits and rights that of any Shared Contract described in this Section 7.24(a) are substantially equivalent otherwise expressly conveyed to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided party pursuant to an Ancillary Documentthis Agreement or any other Transaction Agreement, make available to ▇▇▇▇ Foods Group Members the benefits Company Stockholder or its applicable Subsidiary and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits Parent shall cooperate with each other and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts prior to work together the Closing to (andi) cause each Shared Contract to be apportioned (including by using their respective reasonable best efforts to obtain the approval of such counterparty to enter into a new contract or amendment, if necessary or splitting or assigning in relevant part such Shared Contract), or (ii) establish a reasonable and desirablelawful arrangement designed to provide the Company with the rights and benefit of those parts of the Shared Contract that relate to the Business, including all related assets, licenses, services, and financial commitments to the extent primarily related to the Business, and shall assume the burden of any liabilities to the extent related to the Business, in each case, to work with be effective as of the third party Closing. From and after the Closing, (A) (1) Parent shall reimburse, indemnify and hold harmless the Company Stockholder and its Subsidiaries against all losses arising from or relating to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect portion of any Shared ContractContract apportioned to the Company and its Subsidiaries (whether or not any necessary consent to such apportionment has been received) and the Company Stockholder shall reimburse, such that (i) a WhiteWave Group Member is the beneficiary of the rights indemnify and is responsible for the obligations related to that portion of such Shared Contract hold harmless Parent and its Subsidiaries against all losses arising from or relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary portion of the rights and is responsible for the obligations related to such any Shared Contract relating apportioned to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset Company Stockholder and which obligations shall be a ▇▇▇▇ Foods Liability.its

Shared Contracts. The parties agree as follows: (a) At The Buyer acknowledges that the written request Pre-Closing Reorganization Selling Parties and their respective Affiliates (other than the Transferred Entities) are parties to, or beneficiaries of, Contracts involving third parties which relate in part to the Business and in part to other business or operations of WhiteWavethe Pre-Closing Reorganization Selling Parties and any of their respective Affiliates that is not the Business (the “Seller Business,” and such Contracts, ▇▇▇▇ Foods shallbut expressly excluding any Assumed Employee Plan each, a “Shared Contract”), and the Buyer agrees that (i) such Shared Contracts did not constitute Transferred Assets pursuant to the Pre-Closing Reorganization, and shall cause not constitute Transferred Assets, and (ii) the other ▇▇▇▇ Foods Group Members toBuyer shall not be entitled to any of the benefits provided in any Shared Contract following the Closing or be subject to any liabilities thereunder, in each case, except as expressly set forth in this Agreement or any Ancillary Agreement. (b) Notwithstanding the provisions of Section 8.07(a), from and after the Closing, each of the Buyer and the Pre-Closing Reorganization Selling Parties shall use their respective commercially reasonable efforts to complete any necessary action with respect to the separation of those Shared Contracts set forth on Section 8.07(b) of the Disclosure Letter so that (i) the applicable Transferred Entity, the Buyer or its Affiliates (as applicable) remain entitled to the rights and benefits, and subject to the liabilities, with respect to or arising from each Shared Contract, to the extent not prohibited by related to the Business, on substantially the same terms and conditions applicable ▇▇▇▇ Foods to the Business immediately prior to Closing under such Shared Contract and applicable Law (ii) the Pre-Closing Reorganization Selling Parties or their respective Affiliates (as applicable) retains the rights and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Documentbenefits, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent subject to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under liabilities, with respect to or arising from each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWaveContract, to the extent such benefits relate related to the WhiteWave Seller Business, on substantially the same terms and conditions applicable to the Seller Business immediately prior to Closing with respect to such Shared Contract; provided, however, that neither the applicable WhiteWave Group Members Transferred Entities, the Buyer, the Pre-Closing Reorganization Selling Parties nor their respective Affiliates shall assume be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial or commercial accommodation) to any Person in order to obtain or make any approvals or notices necessary to effect such separation of Shared Contracts. If a counterparty to any Shared Contract that is entitled under the terms of the Shared Contract to consent to the separation of the Shared Contract has not provided such consent or if the separation of a Shared Contract has not been completed as of the Closing for any reason, then the Buyer and discharge the Pre- Closing Reorganization Selling Parties shall use their commercially reasonable efforts to promptly develop and implement mutually agreed arrangements (including subcontracting, sublicensing, subleasing or promptly reimburse ▇▇▇▇ Foods forback-to-back agreements) to pass along to, and make available for use by, the Buyer, the Transferred Entities or their respective Affiliates (as applicable) the Liabilities under benefit and the relevant ▇▇▇▇ Foods liabilities of the portion of any such Shared Contracts associated with Contract related to the benefits Business and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shallpass along to, and shall cause make available for use by, the other WhiteWave Group Members to, Pre-Closing Reorganization Selling Parties the benefit and the liabilities of the portion of the Shared Contract related to the extent not prohibited by Seller Business, as the applicable WhiteWave case may be. If and when any such consent is obtained, the Shared Contract and applicable Law and except where will be separated in accordance with this Section 8.07(b). The obligations set forth in this Section 8.07(b) shall terminate on the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members one (1) year anniversary of the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods BusinessClosing Date; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion breach of such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related prior to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights time shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liabilitysurvive any such termination.

Shared Contracts. The parties agree Prior to the Closing, the Parent and the Purchaser shall use their commercially reasonable efforts to cooperate to work with the counterparties to the Shared Contracts in an effort to enter into separate replacement contracts or otherwise divide, modify, terminate in part, or replicate in part the respective rights and obligations of the Business, on the one hand, and the Retained Business, on the other hand, under and in respect of the Shared Contracts, such that, effective as follows: of the Closing, (a) At the written request Purchaser and its Affiliates are the beneficiaries of WhiteWavethe rights and are responsible for the obligations under the Shared Contracts to the extent applicable to the conduct of the Business (such rights, ▇▇▇▇ Foods shallthe “Business Rights”, and such obligations, the “Business Obligations”), and the Parent and its Affiliates (other than the Subject Companies) have no rights or obligations with respect to the Business Rights or the Business Obligations, respectively; and (b) the Parent and its Affiliates are the beneficiaries of all rights other than the Business Rights and are responsible for all obligations other than the Business Obligations under the Shared Contracts, and the Purchaser and its Affiliates have no rights or obligations with respect to all such other rights and obligations under the Shared Contracts (such replacement contracts or other Contracts providing for the Business Rights and Business Obligations, collectively, the “Purchaser Replacement Contracts”). Each of the Purchaser and the Parent shall pay, or cause to be paid, one-half of any and all out-of-pocket costs and expenses charged by the counterparties to establish such Purchaser Replacement Contracts. If the Parent and the Purchaser and the applicable counterparties are not able to effect the separation of, or otherwise formally divide, modify, terminate in part or replicate in part, a Shared Contract prior to the Closing as contemplated by the previous sentence, then (i) the Purchaser shall be entitled to all of the benefits of the Business Rights under such Shared Contracts on or after the Closing Date to the extent (and only to the extent) the Parent (or its applicable Affiliate) may provide such benefits, and the Parent (or its applicable Affiliate) shall hold in trust for the benefit of the Purchaser, and shall cause promptly forward to the other ▇▇▇▇ Foods Group Members toPurchaser or its designee, any monies received pursuant to such Business Rights; (ii) if the Purchaser is provided with substantially all of the benefits of the Business Rights, the Purchaser shall perform, at its sole expense, the Business Obligations to be performed after the Closing under such Shared Contract; and (iii) the Purchaser and the Parent shall each be solely responsible for any and all liabilities and obligations to the extent not prohibited by the applicable ▇▇▇▇ Foods arising out of or relating to such party’s (or its Affiliates’) breach of any such Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave BusinessContract; provided, however, that in no event shall the applicable WhiteWave Group Members shall assume and discharge (Parent or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available its Affiliates be required to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent provide such benefits relate to in a manner that (x) violates the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect terms of any a Shared Contract, (y) results in any material expense, unless the Purchaser agrees to reimburse the Parent for any such that expense, or (iz) extends the duration of a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liabilitybeyond its current term.

Shared Contracts. The Notwithstanding anything to the contrary set forth in this Agreement, the Parties acknowledge and agree that, following the Closing Date, the Shared Contracts shall continue to be owned by the applicable members of the Seller Group. Prior to the Closing, Liz Foreign shall, and shall cause each member of the Seller Group (solely to the extent relating to the Mexx Europe Assets) to use its reasonable best efforts to obtain the agreement of the other party or parties agree to any such Shared Contract to continue to provide goods or services in respect of such Shared Contract (as follows: (ait relates to the Mexx Europe Business) At to the written request of WhiteWaveAcquired Companies following the Closing on the same terms and conditions as exist at the time such agreement is sought, ▇▇▇▇ Foods and, in the event that such agreement cannot be obtained, Liz Foreign shall, and shall cause the other ▇▇▇▇ Foods members of the Seller Group Members to, (solely to the extent not prohibited by relating to such Shared Contract) to, use reasonable best efforts to provide, or cause to be provided, such goods or services provided under the applicable ▇▇▇▇ Foods Shared Contract under and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent subject to the benefits terms and rights enjoyed by conditions of the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave BusinessTransition Services Agreement; provided, however, that the applicable WhiteWave foregoing shall not require any member of the Seller Group Members or any of its Affiliates to expend money, commence any Legal Action or offer or grant any accommodation (financial or otherwise) to any third party. The Buyers agree that no member of the Seller Group shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, have any liability whatsoever to the extent not prohibited by Buyers or the applicable WhiteWave Shared Contract and applicable Law and except where the benefits Acquired Companies arising out of or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the WhiteWave Businessfailure to obtain any such separate agreement. The Buyers further agree that no representation, which rights warranty, covenant or agreement of any Seller contained herein shall be a WhiteWave Asset breached or deemed breach, and which obligations no condition of the Buyers shall be a WhiteWave Liabilitydeemed not satisfied, and (ii) a ▇▇▇▇ Foods Group Member is as the beneficiary result of the rights and is responsible for the obligations related failure to obtain any such Shared Contract relating separate agreement or provide such services pursuant to the ▇▇▇▇ Foods BusinessTransition Services Agreement. This Section 6.4(a) shall not apply to Shared Contracts for Licensed Shared Software, to which rights Section 6.4(b)(ii) shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liabilityapply.

Shared Contracts. The parties agree as follows: (a) At Buyer acknowledges that the written request Seller is a party to, or beneficiary of WhiteWavecertain Contracts which relate in part to the Business and in part to any other business or operations of the Seller or any of its Affiliates (other than the Intercompany Agreements which are addressed in Section 6.11) (each, ▇▇▇▇ Foods shalla “Shared Contract”) and Buyer agrees that (A) such Shared Contracts shall not be assigned in any way to Buyer or the Company and (B) neither Buyer nor the Company shall be entitled to any of the benefits provided in any Shared Contract following the Closing. To the extent necessary or advisable, Buyer shall (and shall cause the other ▇▇▇▇ Foods Group Members Company post-Closing to) use commercially reasonable efforts to assist the Seller with any amendment or termination, as applicable, of any Shared Contract, so that (i) such Shared Contract reflects that, following the Closing, the Interests will no longer be held by the Seller and the Company will no longer be an Affiliate of the Seller and (ii) as applicable, to remove and withdraw the extent not prohibited by the applicable ▇▇▇▇ Foods Company as a party to such Shared Contract and applicable Law surrender any and except where the benefits or all rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant Contract, and enter into new agreements directly between the Company and any applicable third parties to an Ancillary Documentreplace such Shared Contracts, make available to applicable WhiteWave Group Members benefits and as necessary, so that following such withdrawal there shall be no further rights that are substantially equivalent or other obligations or liabilities under the existing Shared Contract on the part of any Person thereunder with respect to the benefits Company. With respect to the Slot Agreements, at or prior to the Closing, the Buyer or the Company shall enter into new agreements to replace and rights enjoyed terminate any rights, obligations or liabilities related to the Company under the existing Slot Agreements and from any existing purchase orders, leases, addendums or similar agreements entered into by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for Company or the Seller which such request is made by WhiteWavewould have remaining rights, to obligations or liabilities following the extent such benefits relate to Closing, and release any and all related Liens on the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (Company or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated its assets filed in connection with the benefits and rights so made available to themSlot Agreements. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, With respect to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contractparties and for the services indicated on Schedule 6.12(b) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights Disclosure Schedules, the Seller agrees to cooperate with, and is responsible to use commercially reasonable efforts to assist, for a period of no longer than six (6) months following the obligations related Closing Date, at Buyer’s expense, Buyer in negotiating and entering into new Contracts with the relevant counterparties as determined by Buyer, in order for Buyer to that portion of such receive similar benefits and services to those provided to the Company prior to the Closing under the applicable Shared Contract relating to as such benefits and services are used or held for use in connection with the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liability.

Shared Contracts. The parties agree as follows:(i) Section 2.5(e)(i) of the Disclosure Schedules lists all Contracts which have rights or obligations affecting both the Business, on the one hand, and other businesses of the Seller or any of the Seller Subsidiaries, on the other hand (such Contracts, the “Shared Contracts”). (aii) At Notwithstanding anything to the written request of WhiteWavecontrary in this Agreement, ▇▇▇▇ Foods shall, the Transferred Assets shall include only those provisions and shall cause the other ▇▇▇▇ Foods Group Members to, rights under each Shared Contract to the extent not prohibited by that they relate to the applicable ▇▇▇▇ Foods Business under a Shared Contract (such provisions and applicable Law rights, the “Shared Contract Rights”) and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits Assumed Liabilities shall include only those provisions and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group obligations under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits they relate to the WhiteWave BusinessBusiness under a Shared Contract (such provisions and obligations, the “Shared Contract Obligations”). All provisions of, and rights and obligations which arise under, a Shared Contract other than the Shared Contract Rights and the Shared Contract Obligations shall be Excluded Assets and Excluded Liabilities, respectively. (iii) Each of the Seller and the Buyer shall, in cooperation with the other, use its commercially reasonable efforts (in accordance with Section 2.5(a)) both before and after the Closing to effect the assignment of the Shared Contract Rights and the Shared Contract Obligations to the Buyer by, among other things, amending the Shared Contracts to separately assign the Shared Contract Rights and the Shared Contract Obligations to the Buyer and, if necessary or deemed desirable by the Seller or the Buyer, to execute new contracts with respect thereto; provided, however, that such commercially reasonable efforts shall not require the applicable WhiteWave Group Members shall assume and discharge payment of any consideration (monetary or promptly reimburse ▇▇▇▇ Foods forotherwise) to, or the Liabilities under concession or provision of any right (other than of an immaterial nature) to, or the relevant ▇▇▇▇ Foods amendment or modification in any manner adverse (other than of an immaterial nature) to the Seller or the Buyer of any Shared Contracts associated with Contract with, any third Person that is not a Governmental Authority. Without limitation of the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members toforegoing, to the extent not prohibited by the applicable WhiteWave Shared Contract Rights and applicable Law the Shared Contract Obligations have not been assigned as of the Closing, each of the parties shall use the efforts set forth in Section 2.5(a) and except where Section 2.9(d) to seek a Customer Migration Event. Reference is also made to the benefits or rights under such WhiteWave Shared Contracts are specifically customer migration-related services to be provided by Seller pursuant to an the Transition Services Agreement and the proviso in Section 2.5(d). Notwithstanding anything in this Agreement or any Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent Agreement to the benefits contrary, from and rights enjoyed by after the WhiteWave Group under each WhiteWave Closing, neither Seller nor any Seller Subsidiary shall have any (x) obligation to extend any Shared Contract for which the Shared Contract Rights and the Shared Contract Obligations have not been assigned, (y) liability for failure to extend (or for timely sending a notice of non-renewal of) any such request is made Shared Contract at the end of its then current term, or (z) take any action that would be adverse to its Registry Services Business. Unless otherwise agreed by ▇▇▇▇ Foodsthe Buyer (it being understood that such agreement may be withheld in the Buyer’s sole discretion), such amendments and new contracts shall be on pricing terms equal to the extent such benefits relate terms applicable to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities Business under the relevant WhiteWave associated Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shallContract, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts otherwise be on terms and conditions (except for any de minimis changes) no less favorable to work together (and, if necessary the Buyer than the terms and desirable, conditions applicable to work with the third party to each Business under the associated Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) . To the respective rights and obligations under and in respect extent the assignment of any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights Contract Rights and is responsible for the obligations related to that portion of such Shared Contract relating to Obligations contemplated hereby has not been completed by the WhiteWave BusinessReversion Date, which rights any such customer under a Shared Contract shall be considered a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods LiabilityReverting Customer.

Shared Contracts. The parties agree as follows: (a) At The Seller represents and warrants that Schedule 5.15(a) of the written request Disclosure Schedules sets forth a list of WhiteWave, ▇▇▇▇ Foods shall, and shall cause the other ▇▇▇▇ Foods Group Members to, to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods all material Shared Contracts are specifically provided pursuant as of the date of this Agreement. From and after the date of this Agreement, with respect to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent Employee Plans, the Seller and Buyer shall continue to the benefits reasonably cooperate and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foodsdiscuss in good faith Buyer’s obtaining its own replacement Contracts and, with respect to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave all other Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shallother than insurance policies, which are governed by Section 5.12, and Real Property Leases), the parties shall cause their respective Subsidiaries to, use their respective reasonable best efforts reasonably cooperate and discuss in good faith whether to work together (and, if necessary and desirable, to work with the third party to each Shared Contracti) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights rights, obligations and obligations liabilities relating to the Business under and in respect of any each Shared Contract, or (ii) novate the respective rights, obligations and liabilities relating to the Business under and in respect to such Shared Contract, such that that, effective as of the Closing, (ix) a WhiteWave Group Member the Buyer or its designated Affiliate is the beneficiary of the rights post-Closing rights, and is responsible for the post-Closing obligations and liabilities, related to that portion of such Shared Contract relating related primarily to the WhiteWave Businessoperation or conduct of the Business (the “Business Portion”) (so that, which subsequent to the Closing, the Seller and its Affiliates shall have no post-Closing rights shall be a WhiteWave Asset or post-Closing obligations and which obligations shall be a WhiteWave Liability, liabilities with respect to the Business Portion of such Shared Contract) and (iiy) a ▇▇▇▇ Foods Group Member is the Seller and its Affiliates are the beneficiary of the rights and is are responsible for the obligations and liabilities related to such Shared Contract other than the Business Portion (the “Non-Business Portion”) (so that, subsequent to the Closing, the Buyer and its Affiliates shall have no rights, obligations or liabilities with respect to the Non-Business Portion of such Shared Contract), or (iii) cause each Acquired Entity and Purchased Subsidiary that is a party to a Shared Contract to enter into a separate Contract (which may consist of an amendment to any existing Shared Contract) with the appropriate counterparty or counterparties to each Shared Contract, resulting in such Acquired Entity or Purchased Subsidiary (as the case may be) having rights and obligations with respect to such Shared Contract materially similar to those set forth in the applicable Shared Contract, taking into account quantitative and any other differences between the Acquired Entity and the Purchased Subsidiaries and the Seller and its Affiliates (other than the 97989374_16 Acquired Entity and the Purchased Subsidiaries); provided, that in the event that a Contract cannot be obtained on materially similar terms as those set forth in the applicable Shared Contract, the Seller shall promptly notify the Buyer of such fact, and, after receiving the written consent of the Buyer (such consent not to be unreasonably withheld, conditioned or delayed), may cause (and shall cause if the Buyer so directs) the applicable Acquired Entity or the applicable Purchased Subsidiary to enter into a Contract with such other terms as are agreed with such counterparty or counterparties at such time. Any one time license or similar fee in connection with entering into such new Contract shall be equally split between the Buyer and Seller. (b) To the extent that the Seller and the Buyer are unable to complete the actions contemplated by Section 5.16(a) with respect to any such Shared Contract prior to the Closing, from and after the Closing, the Seller shall, and shall use commercially reasonable efforts to cause its Affiliates to, use their respective commercially reasonable efforts to cooperate with the Buyer and its Affiliates to make such Shared Contract, or the economic claims, rights, benefits and liabilities thereof, available to the applicable Acquired Entity or the applicable Purchased Subsidiary pursuant to mutually agreed arrangements made in writing between the Seller and the Buyer by which, in compliance with applicable Law and without resulting in any breach of such Shared Contract, the applicable Acquired Entity or the applicable Purchased Subsidiary will receive the economic claims, rights and benefits of such Shared Contract, and shall assume the liabilities under or in respect of such Shared Contract, in each case to the extent required by, necessary to or used in the conduct of the Business, until the first to occur of (i) the date of expiration of such Shared Contract, (ii) the termination of such Shared Contract in accordance with its terms; provided, that the Seller shall not, and shall use commercially reasonable efforts to cause its Affiliates not to, terminate any such Shared Contract other than for cause prior to the six months after the Closing Date, without the prior written consent of the Buyer (such consent not to be unreasonably conditioned, withheld or delayed), (iii) the Buyer or its Affiliates (including the Acquired Entity and the Purchased Subsidiaries) obtaining its own Contract with respect to the subject matter of such Shared Contract and (iv) six months after the Closing Date. (c) From and after the Closing, (i) the Buyer shall indemnify the hold harmless the Seller and its Affiliates against all Losses arising from or relating to the ▇▇▇▇ Foods BusinessBusiness Portion of any Shared Contract, which rights (ii) the Seller shall indemnify and hold harmless the Buyer, the Acquired Entity and the Purchased Subsidiaries against all Losses arising from or relating to the Non-Business Portion of any Shared Contract and (iii) the Seller and its Affiliates shall not extend the term or otherwise amend the terms of any Shared Contract in a manner that would adversely affect the Buyer, the Acquired Entity or the Purchased Subsidiaries in any material respect without the Buyer’s prior written consent (such consent not to be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liabilityunreasonably withheld, conditioned or delayed).

Shared Contracts. The parties agree as follows: (a) At TKO acknowledges that the written request members of WhiteWavethe EDR Group are party to certain Contracts (including sales orders and purchase orders, ▇▇▇▇ Foods but excluding Contracts for goods or services to be provided under the Transition Services Agreement) that relate both to the Businesses and one or more of the Excluded EDR Businesses (each, a “Shared Contract”). Prior to the Closing, and until the expiration or termination date of the applicable Shared Contract (but if the term in indefinite, only for two (2) years after the Closing), each of the EDR Parties and TKO shall, and shall cause the other ▇▇▇▇ Foods members of the EDR Group Members toand their respective Affiliates, respectively, to use reasonable best efforts to obtain from each third party to a Shared Contract, either (i) a separate contract or agreement (a “New Contract”) that allocates the rights and obligations of the EDR Group under each such Shared Contract as between the Businesses, on the one hand, and the Excluded EDR Businesses, on the other hand, and which, as it relates to the Businesses, are otherwise substantially similar in all material respects to such Shared Contract (or on terms that are otherwise reasonably acceptable to TKO and the EDR Parties), or (ii) a Contract or agreement effective as of the Closing (the “Partial Assignments and Releases”) that assigns the rights and obligations of the EDR Group under such Shared Contract to the extent not prohibited by related to the applicable ▇▇▇▇ Foods Businesses to the Transferred Entities, or assigns the rights and obligations of the EDR Group under such Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate related to the WhiteWave Business; providedExcluded EDR Businesses to a member of the Remaining EDR Group, howeveras applicable (in each case, that including by amending such Shared Contract to remove the applicable WhiteWave member of the EDR Group Members as a party thereto). None of the EDR Parties, TKO, any Transferred Entity or their respective Affiliates shall assume be required to commence, defend or participate in any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third Person (an “Extraordinary Action”) to obtain any New Contract or Partial Assignment and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Release with respect to any Shared Contracts associated with the benefits and rights so made available to themContract. (b) At If following the written request Closing, any third party under a Shared Contract does not agree to enter into a New Contract or Partial Assignment and Release consistent with Section 6.02(a), the parties shall for a period of ▇▇▇▇ Foodsup to two (2) years or until the earlier expiration or termination date of the applicable Shared Contract, WhiteWave shallcooperate with each other and, following good faith discussions between the parties, seek to obtain or structure mutually acceptable alternative arrangements for the applicable member of the EDR Group and the applicable Transferred Entity (or TKO or its Subsidiaries) receiving rights and benefits, and shall cause bearing liabilities and obligations, (i) with respect to the other WhiteWave Group Members toEDR Group, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent related to the benefits Excluded EDR Businesses, Excluded Assets and rights enjoyed by Excluded Liabilities, and (ii) with respect to the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ FoodsTransferred Entities (or TKO or its Subsidiaries), to the extent such benefits relate related to the ▇▇▇▇ Foods Business; providedBusinesses (other than Excluded Liabilities), howeverTransferred Assets and Transferred Liabilities (provided that such arrangements shall not result in a breach or violation of such Shared Contract by any of the parties thereto or a violation of applicable Law) (each, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to thema “Back-to-Back Arrangement”). (c) The parties With respect to Liabilities, rights and benefits pursuant to, under or relating to a given Shared Contract, relating to occurrences from and after the Closing, to the extent a New Contract, a Partial Assignment and Release or a Back-to-Back Arrangement has not been entered into in respect to such Shared Contract, such Liabilities, rights and benefits shall, unless otherwise allocated pursuant to this Agreement or any other Ancillary Agreement or as otherwise mutually agreed between the EDR Parties and the TKO Parties, be allocated between the EDR Group and TKO as follows: (i) If a Liability is incurred, or if a right or benefit is obtained, exclusively in respect of the Businesses (other than Excluded Liabilities and Excluded Assets), Transferred Assets or Transferred Liabilities or exclusively in respect of the Excluded EDR Businesses, Excluded Assets or Excluded Liabilities, such Liability, right or benefit shall cause be allocated to TKO or its applicable Subsidiary (including the Transferred Entities) (in respect of the Business (other than Excluded Liabilities and Excluded Assets), Transferred Assets or Transferred Liabilities) or the EDR Group (in respect of the Excluded EDR Businesses), Excluded Assets or Excluded Liabilities, as applicable; (ii) If a Liability, right or benefit cannot be so allocated under Section 6.02(c) above, such Liability, right or benefit shall be allocated to the EDR Group or TKO or one or more of their respective Subsidiaries Subsidiaries, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Closing Date, measured as of the date of the allocation) by the Businesses (other than Excluded Liabilities and Excluded Assets), Transferred Assets or Transferred Liabilities or the Excluded EDR Businesses, Excluded Assets or Excluded Liabilities (as applicable) under the relevant Shared Contract. Notwithstanding the foregoing, each of the EDR Parties, on the one hand, and TKO, on the other hand, shall be responsible for any or all Liabilities to the extent related to, resulting from, or arising out of its (or its Subsidiaries’, including, with respect to TKO, the Transferred Entities) direct or indirect breach of, or actions under, the relevant Shared Contract to which this Section 6.02 otherwise pertains. (d) If the EDR Group, on the one hand, or TKO or any of its Subsidiaries (including the Transferred Entities), on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, the EDR Parties and TKO will use their respective reasonable best efforts to, and to work together cause their respective Subsidiaries to (andincluding, if necessary and desirablewith respect to TKO, to work with the third party to each Shared Contract) in an effort to divideTransferred Entities), partially assign, modify and/or replicate (in whole deliver such benefit or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating payment to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liabilityother party.

Shared Contracts. The parties agree as follows: (a) At the written request of WhiteWave, ▇▇▇▇ Foods shall, and shall cause the other ▇▇▇▇ Foods Group Members to, Prior to the extent not prohibited by Closing, each of the applicable ▇▇▇▇ Foods Shared Contract Sellers and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties Buyer shall, and shall cause their respective Subsidiaries Affiliates to, use their respective reasonable best efforts to work together (andobtain from, if necessary and desirableto cooperate in obtaining from, to work with the and shall, and shall cause their respective Affiliates to, enter into with, each third party to each a Shared Contract, either (a) a separate contract or agreement in an effort a form reasonably acceptable to divideCCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, partially assignon the one hand, modify and/or replicate and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in whole or in parta form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the respective rights and obligations under such Shared Contract solely to the extent related to the Business and in arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect of any Shared Contract, such to the Business that arise after the Closing. Any New Contracts that relate to the Business (ithe “New Business Contracts”) a WhiteWave Group Member is shall be entered into by the beneficiary Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is responsible mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for the purposes of allocating rights and liabilities and obligations related to under such Shared Contract (provided, that portion such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the WhiteWave Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which rights such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event within forty-five (45) days after the date hereof and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (iiset forth on Section 3.12(a) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Disclosure Schedule or a Shared Contract relating required to be set forth on Section 3.12(b) of the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods LiabilityDisclosure Schedule.

Shared Contracts. The parties agree as follows: (a) At Except for Shared Contracts specifically addressed by the written request of WhiteWaveservices provided under the Transition Services Agreement, ▇▇▇▇ Foods Seller shall, and shall cause the other ▇▇▇▇ Foods Group Members to, to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective its Subsidiaries to, use their respective commercially reasonable best efforts to, as reasonably requested by Buyer, (i) cause the counterparty to work together (and, if necessary and desirable, any Shared Contract to work enter into a new contract with the third party Group Companies, on terms substantially similar to those applicable to the Business in such Shared Contract including with respect to pricing, in order for the Business to receive the applicable benefits under such Shared Contract (each Shared such new contract, a “New Contract”) in an effort to divide, partially assign, modify and/or replicate or (in whole or in partii) split the respective rights and obligations under and in respect of any Shared Contract such that, effective at or prior to the Closing (A) the Group Companies shall be the assigned beneficiary of the rights under such Shared Contract (each such contract, an “Assumed Shared Contract”) to the extent such rights relate to the Business, and shall be responsible for the Liabilities and obligations under such that Assumed Shared Contract to the extent such Liabilities and obligations relate to the Business and (iB) a WhiteWave Group Member is the relevant Retained Company shall remain the beneficiary of the remaining rights under such Assumed Shared Contract and is shall remain responsible for the remaining Liabilities and obligations related under such Assumed Shared Contract. (b) If the Parties are not able, with respect to that portion of any such Shared Contract, to obtain a New Contract or to so assign such Shared Contract relating prior to the WhiteWave Closing, except for Shared Contracts specifically addressed by the services provided under the Transition Services Agreement, then (x) for a period of twelve (12) months following the Closing, Seller, Buyer and their respective Affiliates shall continue to use commercially reasonable efforts to cause such counterparty to enter into a New Contract or assign to the Group Companies the benefits and obligations under such Shared Contract as they relate to the Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (iiy) until the earlier of either (A) twenty-four (24) months after the Closing or (B) such time as a ▇▇▇▇ Foods Group Member New Contract is the beneficiary of the rights and is responsible for the obligations related to such executed or a Shared Contract relating is so assigned, Seller and Buyer shall use and shall cause their respective Affiliates to use commercially reasonable efforts to secure an alternative arrangement reasonably satisfactory to the ▇▇▇▇ Foods Businessparties under which the Business would, which rights shall in compliance with applicable Law, obtain the benefits and bear the burdens associated with the applicable Shared Contract such that the Business would be placed in a ▇▇▇▇ Foods Asset and which obligations shall be substantially similar position as if a ▇▇▇▇ Foods LiabilityNew Contract were executed.

Shared Contracts. The parties agree as follows: From the date hereof until the date that is one (a1) At year following the written request of WhiteWaveClosing Date, ▇▇▇▇ Foods Seller shall, and shall cause the other ▇▇▇▇ Foods Group Members its Affiliates to, to and from and after the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary DocumentClosing, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and Buyer shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries Companies to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that that, following the Closing, (i) a WhiteWave Group Member an AC Subsidiary or its designee proposed by Buyer is the beneficiary of the rights and is responsible for the obligations related to that portion of under such Shared Contract to the extent relating to the WhiteWave BusinessBusiness (the “Company Portion”), which rights shall be a WhiteWave Asset an asset of and which obligations shall be a WhiteWave Liabilityliability of the applicable AC Subsidiary or designee of Buyer, and (ii) a ▇▇▇▇ Foods Group Member Seller or its designee is the beneficiary of the rights and is responsible for the obligations related to under such Shared Contract to the extent relating to the ▇▇▇▇ Foods BusinessRetained Business (the “Seller Portion”), which rights shall be a ▇▇▇▇ Foods Asset an asset of and which obligations shall be a liability of Seller or its designee. If any Shared Contract cannot be so divided, partially assigned, modified or replaced (in whole or in part) prior to the Closing, until the earlier of (x) the date on which the term of such Shared Contract expires in accordance with its terms, (y) the date that is one (1) year following the Closing and (z) the date on which such division, partial assignment, modification or replication of such Shared Contract is effected, Seller and Buyer shall cooperate in any commercially reasonable arrangement to provide that (A) the designee appointed by the Buyer shall receive the benefits and burdens of the Company Portion of such Shared Contract and (B) Seller or its designee shall receive the benefits and burdens of the Seller Portion of such Shared Contract. The Seller acknowledges and agrees that upon the reasonable request of ▇▇▇▇ Foods Liability▇▇, Seller will, or will cause an Affiliate to, exercise Prudent Efforts in order for the Buyer to be able to fully realize the Company Portion of any rights and obligations under Shared Contracts. Nothing in this Section 6.16 shall require Seller, Buyer or any of their respective Affiliates to pay or commit to pay any amount to (or incur any obligation or grant any concession in favor of) any Person, including any counterparty to any Shared Contract, in connection with any division, partial assignment, modification or replication of any Shared Contract.

Shared Contracts. The parties agree as follows: (ai) At the written request of WhiteWave, ▇▇▇▇ Foods shall, and shall cause the other ▇▇▇▇ Foods Group Members to, or prior to the extent not prohibited Closing Date (unless waived or modified by the applicable ▇▇▇▇ Foods FTC with respect to any Shared Contract Contract), (A) each of the Seller and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties Purchaser shall, and shall cause their respective Subsidiaries Affiliates to, use their respective reasonable best efforts cooperate to work together cause the Shared Contracts to be replaced with separate Contracts or Leases, as applicable (andthe “Replacement Contracts”), if necessary and desirable, to work with that provide that the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole Purchaser or in part) the respective its Affiliates receive contract rights and obligations under such Replacement Contracts that are substantially equivalent in the aggregate to those contract rights and obligations utilized by the Seller or its Affiliates under the Shared Contracts in the conduct of the Transferred Business prior to the Closing; provided that the Purchaser shall execute an assignment for any portion of a Shared Contract or establish, in the Purchaser’s name, a Replacement Contract between the Purchaser and the applicable counterparty for any such Shared Contract if the terms being offered by such counterparty are substantially equivalent in the aggregate to the current terms of such Shared Contract or (B), as provided in the following sentence, the Purchaser shall acquire the applicable assets subject to such Shared Contract by exercising a purchase option. With respect to any Shared Contract that is a Lease for any Loading, Transportation and Distribution Asset or any item of Tangible Personal Property that provides for a purchase option, if the Purchaser does not enter into a Replacement Contract in the Purchaser’s name for any such Shared Contract, then, notwithstanding anything in this Section 1.03 to the contrary, at the Closing the Purchaser shall purchase such that Loading, Transportation and Distribution Assets or other Tangible Personal Property according to the terms set forth in such Shared Contract. (iii) a WhiteWave Group Member is The Purchaser and the beneficiary Seller shall cooperate and provide each other with reasonable assistance in effecting such separation of the rights Shared Contracts. If the Purchaser and the Seller are not able to effect the separation of a Shared Contract in accordance with Section 1.03(b)(i)(A) or (B) prior to the Closing and the FTC waives or modifies the requirement to do so, then, until any such Shared Contract is responsible for separated, to the extent permissible under applicable Law and under the terms of such Shared Contract, each of the Purchaser and the Seller shall (A) assume and perform the liabilities and obligations related to that portion of under such Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the WhiteWave Businessother party for any reasonable out-of-pocket expenses incurred by the other party or its Affiliates for liabilities and obligations under such Shared Contract not relating to the business of such other party or its Affiliates), which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liabilityallocated in accordance with this Section 1.03(b); (B) hold in trust for the benefit of the other party, and (ii) a ▇▇▇▇ Foods Group Member is shall promptly forward to the beneficiary of the rights and is responsible for the obligations related other party, any monies or other benefits received pursuant to such Shared Contract relating to the ▇▇▇▇ Foods Businessrespective businesses of the other party (or its Affiliates); and (C) use commercially reasonable efforts to institute alternative arrangements intended to put the parties in substantially the same economic position as if such Shared Contract were separated. (iii) All liabilities and obligations relating to a given Shared Contract shall, which rights unless otherwise allocated pursuant to this Agreement or a Replacement Contract, be deemed to be (A) Assumed Liabilities to the extent such liabilities and obligations relate to the Transferred Business and relate to and are required to be performed during periods from and after the Closing and (B) Retained Liabilities to the extent they do not relate to the Transferred Business or they relate to the ownership or operation of the Transferred Business prior to the Closing. Notwithstanding the foregoing, each party shall be solely responsible for any and all liabilities and obligations to the extent arising out of or relating to such party’s (or its Affiliates’) breach of any such Shared Contract; provided that the Purchaser’s failure to comply with or satisfy any Assumed Liabilities shall not be deemed a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liabilitybreach of any Shared Contract by the Seller or any of its Affiliates.

Shared Contracts. The parties Prior to the Closing and except with respect to Shared Contracts specifically to be addressed pursuant to the Transition Services Agreement, with respect to each Shared Contract, including each of the Shared Contracts set forth in Section 6.12(c) of the Disclosure Schedule and any other Shared Contract for which Purchaser requests in writing that Seller attempt to separate, if Seller and Purchaser each mutually agree that such Shared Contract can be separated in a manner that would (i) not materially and adversely affect any of Seller and its Affiliates’ businesses (not including the business of the Company) or otherwise result in a material liability to Seller and (ii) permit the Company to have a Contract or Contracts with the applicable third party on substantially similar terms to the benefits enjoyed by the Company under such Shared Contract as follows: of the date hereof or such other mutually agreeable terms, then Seller shall use commercially reasonable efforts to obtain the agreement of the applicable third party that is the counterparty to each such Shared Contract to permit the separation of such Shared Contract such that the Company shall have its own Contract or Contracts with such applicable third party that would permit the Company to continue operating in the Ordinary Course, with the costs and benefits under such Separated Contract allocated ratably in good faith based on the relative usage under such Shared Contract of the Company on the one hand and the Seller Group on the other hand, or as otherwise agreed in writing by Purchaser and Seller (a) At each such Contract, a “Separated Contract”). For each Shared Contract that does not become a Separated Contract and where Seller and its Affiliates would not be in breach of such Shared Contract to assign or subcontract the written request benefits of WhiteWavesuch Shared Contract to the Company, ▇▇▇▇ Foods shall, and Seller shall cause the rights and benefits under each such Shared Contract that were enjoyed by the Company prior to the Closing to continue to be enjoyed by the Company after the Closing pursuant to the Transition Services Agreement until the earlier of (i) 12 months after the Closing Date and (ii) the date that such Shared Contract terminates in accordance with its terms; provided that Purchaser and the Company shall be obligated to pay all expenses, fees and Liabilities incurred by the Seller Group under such Shared Contract arising from or relating to (i) the benefits being provided to the Company and such assignment and (ii) all other ▇▇▇▇ Foods Group Members toactions of the Company in enjoying the benefits of such Shared Contract. For the avoidance of doubt, all fees or separation costs required to be paid to a third party to cause a Shared Contract to be a Separated Contract or to assign the benefits under any Shared Contract, in each case, to the extent not prohibited required by the applicable ▇▇▇▇ Foods foregoing, shall be paid by Seller (provided, set-up fees and separate costs that are addressed by the Transition Services Agreement shall be paid in accordance with the Transition Services Agreement). Each of Purchaser and Seller shall cooperate in good faith to achieve the foregoing effects, including by executing any additional agreements reasonably necessary to give effect to the foregoing agreements. Notwithstanding the foregoing, (i) with respect to any Shared Contract that is for the leasing of equipment or any other personal property, Seller may at any time prior to the Closing, purchase the equipment or property that is used by the Company under such Shared Contract and applicable Law and except where the benefits transfer title of such equipment or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent property to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Company in lieu of separating such Shared Contract for which such request is made by WhiteWave, to the extent such or assigning benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the Seller may fulfill its obligations related with respect to any Shared Contract by assigning such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods LiabilityCompany.

Shared Contracts. The parties agree as follows: (a) At From and after the written request date hereof until the expiration of WhiteWavethe Agreement Term (as defined in the Transition Services Agreement), ▇▇▇▇ Foods Seller shall, and shall cause the other ▇▇▇▇ Foods Group Members its Affiliates to, cooperate with Buyer to the extent not prohibited reasonably requested by Buyer to use commercially reasonable efforts to cause the applicable ▇▇▇▇ Foods counterparty to any Shared Contract of Seller or its Affiliate that is not a Transferred Contract to enter into a new agreement, or an amendment or assignment of 50213729.30 such Shared Contract, with Buyer or its Affiliate with respect to the matters addressed by such Shared Contract that are related to the Business such that the identifiable and applicable Law and except where the benefits or rights under severable portions of such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent related to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, Business may be transferred to the extent such benefits relate to the WhiteWave BusinessBuyer or its Affiliates; provided, howeverthat and nothing in this Section 5.21 shall limit Seller’s obligation to transfer to Buyer any Business Owned IP or license to Buyer any Excluded Intellectual Property, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated in each case, in accordance with the benefits and rights so made available to themterms set forth in this Agreement. (b) At From and after the written request date hereof until the expiration of ▇▇▇▇ Foodsthe Agreement Term (as defined in the Transition Services Agreement), WhiteWave Buyer shall, and shall cause the other WhiteWave Group Members its Affiliates to, cooperate with Seller to the extent not prohibited reasonably requested by Seller to use commercially reasonable efforts to cause the applicable WhiteWave counterparty to any Transferred Contract that is a Shared Contract to enter into a new agreement, or an amendment or assignment of such Shared Contract, with Seller or its Affiliates with respect to the matters addressed by such Shared Contract that are not related to the Business such that the identifiable and applicable Law and except where the benefits or rights under severable portions of such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent not related to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, Business may be transferred to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (Seller or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to themits Affiliates. (c) The parties shallNeither Seller nor Buyer shall be required to compromise any right, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work asset or benefit or expend any material amount or incur any Liability or provide any other material consideration in connection with the third party foregoing. (d) Following Closing, with respect to each Shared Contractcommission, profit sharing and other payments (whether contingent or otherwise) in an effort payable to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations any Insurance Producer relating to In-Scope Policies under and in respect of any Shared ContractContract to which such Insurance Producer is a party, such that payments shall be allocated and payable by Buyer or its Affiliates (ior reimbursed by Buyer to Seller if paid directly by Seller) a WhiteWave Group Member is the beneficiary based on an allocated percentage of the rights total commission, profit sharing and is responsible for other payments (whether contingent or otherwise) payable to the obligations related to that portion of Insurance Producer under such Shared Contract relating where the allocated percentage shall equal to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is premiums received with respect to the beneficiary of In-Scope Policies over the rights and is responsible total premium received for the obligations related to all Policies covered under such Shared Contract relating to for the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liabilityrelevant period.

Shared Contracts. The parties agree as follows: (a) At Seller and Purchaser acknowledge that Seller and/or its Subsidiaries are parties to certain vendor or supply Contracts (collectively, the written request “Shared Contracts”) that relate in part to both (i) the operations or conduct of WhiteWavethe Business and (ii) the operations or conduct of the Retained Businesses. Such Shared Contracts are set forth on Schedule 5.14. Subject to applicable Law, ▇▇▇▇ Foods shallunless Seller or its applicable Subsidiary and Purchaser otherwise agree or the benefits of any Shared Contract described in this Section 5.14(a) are otherwise expressly conveyed to the applicable party pursuant to this Agreement or any other Transaction Document, Seller or its applicable Subsidiary and Purchaser shall cooperate with each other and use their respective commercially reasonable efforts prior to the Closing to cause each Shared Contract (other than any Shared Contract that is immaterial to the other ▇▇▇▇ Foods Group Members toBusiness) to be apportioned (including by using their respective commercially reasonable efforts to obtain the Approval of such counterparty to enter into a new contract or amendment, or splitting or assigning in relevant part such Shared Contract), effective as of the Closing, between Seller or its applicable Subsidiary and the Company, pursuant to which Seller or its applicable Subsidiary will assume all of the rights and obligations under such Shared Contract to the extent not prohibited by relating to the applicable ▇▇▇▇ Foods Retained Businesses, on the one hand, and the Company will assume all of the rights and obligations under such Shared Contract to the extent relating to the Business, on the other hand and use their commercially reasonable efforts to, as soon as practicable, terminate the Purchaser or Company portion of such Shared Contract and to enter into a new Contract with the Company in respect of such portion, such new Contract (a “Replacement Contract”) being effective as of the Closing Date and limited to the Business but otherwise on substantially similar terms to those that existed under the applicable Law and except where the benefits Shared Contract or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights on terms that are substantially equivalent at least no less favorable than current market terms offered by such counterparty to the benefits and rights enjoyed by Shared Contract. To the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods extent a Replacement Contract has not been concluded for a Shared Contract for which such request is made by WhiteWave, prior to the extent Closing Date, the Seller and the Purchaser shall, in good faith, enter into a subcontract or sublicensing arrangement for the Business to continue to receive such benefits relate services until the earlier of (x) the natural expiration of such Contract but not to exceed six (6) months from the Closing Date or (y) the Company’s entry into a Replacement Contract. From and after the Closing, (1) the Purchaser or the Company shall reimburse, indemnify and hold harmless Seller and its Subsidiaries against all Covered Losses arising from or relating to the WhiteWave portion of any Shared Contract apportioned to the Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for2) the Liabilities under Seller shall reimburse, indemnify and hold harmless Purchaser and its Subsidiaries (including the relevant ▇▇▇▇ Foods Company) against all Covered Losses arising from or relating to the portion of any Shared Contracts associated with Contract apportioned to the benefits Retained Business and rights so made available (3) Seller and its Affiliates shall not amend the terms of any Shared Contract in a manner that would materially and adversely affect the Business without the prior written consent of Purchaser (not to thembe unreasonably withheld, conditioned or delayed). (b) At Notwithstanding anything in this Agreement to the written request contrary, any apportionment to Purchaser of ▇▇▇▇ Foods, WhiteWave shallany Shared Contract that shall require Approval of a third party shall be made subject to such Approval being obtained, and Seller and its Subsidiaries shall cause the other WhiteWave Group Members to, not be required to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits agree to any arrangement or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated take any action in connection with the benefits and rights so made available to them. matters contemplated by Section 5.14(a) that would (ci) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole constitute a breach or in part) the respective rights and obligations under and other contravention in respect of any Shared Contract, (ii) be ineffective, void or voidable, or (iii) adversely affect the contractual rights of Seller or its Subsidiaries or any of their respective officers, directors, agents or Affiliates. If any such that third-party Approval referred to in this Section 5.14 is not obtained prior to Closing, the Closing shall nonetheless take place subject only to the satisfaction or waiver of the conditions set forth in Article VII. (c) The Seller shall, and shall cause its Affiliates to following the Closing Date, provide access to Purchaser to all relevant books, records and other documents and information in relation to the Purchaser or Company portion of any Shared Contract as the Purchaser may reasonably require. (d) Solely to the extent related to the Business, Seller shall promptly forward to Purchaser a copy of all correspondence, notice or any other document or items received, or sent, with respect to the Shared Contract; provided, that, for the avoidance of doubt, Purchaser and its Affiliates may not contact any counterparty to a Shared Contract or any of such counterparty’s Affiliates without the prior written consent of the Seller (including review of any documentation or information proposed to be sent to such counterparty). (e) Upon the entry into a Replacement Contract for any Shared Contract, any contractual arrangements between the parties hereto in accordance with Section 5.14(a), if any, shall automatically terminate or be discontinued, as the case may be and (i) a WhiteWave Group Member is the beneficiary of the rights Seller and is responsible for the its Affiliates shall owe no further obligations related to that portion of such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, Purchaser or its Affiliates with respect thereto and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights Purchaser and is responsible for the its Affiliates shall owe no further obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods LiabilitySeller or its Affiliates with respect thereto.

Shared Contracts. The parties agree as follows: (a) At The Seller and the written Buyer will use their respective commercially reasonable efforts, including cooperating with the other Party, to amend, modify or split any Shared Contract such that the rights or obligations of such Shared Contract which relate only to the Business are assigned, transferred or otherwise entered into on terms no less favorable as the Shared Contract prior to Closing solely with respect to the Buyer or otherwise terminate or eliminate any such rights and obligations of the Seller or its Affiliates prior to the Closing (such actions, the “Transition”), or if not completed prior to Closing, as promptly as practicable thereafter; provided that if the Seller and its Affiliates do not obtain or structure an arrangement to Transition any Shared Contract prior to Closing, (i) the Seller shall provide to the Buyer the benefits, and the Buyer shall bear the obligations and burdens, of such portion of any such Shared Contract that relates to and is allocated to the Business, as reasonably determined by the Seller, (ii) the Parties shall cooperate in any reasonable and lawful arrangement designed to provide such benefits to the Buyer and enable the Buyer to bear such obligations and burdens and (iii) the Seller shall enforce at the request of WhiteWavethe Buyer and for the account of the Buyer, ▇▇▇▇ Foods shallat the Buyer’s expense, and shall cause any rights of the other ▇▇▇▇ Foods Group Members to, Seller or its Affiliates arising from any such Shared Contract (including the right to elect to terminate such Shared Contract with respect to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated Business in accordance with the benefits and rights so made available to themterms thereof upon the request of the Buyer). (b) At Shared Contractual Liabilities shall be allocated between the written request Seller and the Buyer as follows: (i) if a Liability is incurred solely in respect of ▇▇▇▇ Foodsthe Business or the Excluded Business, WhiteWave shall, and such Liability shall cause the other WhiteWave Group Members to, be allocated to the extent Buyer (in respect of the Business) or the Seller (in respect of the Excluded Business); and (ii) if a Liability cannot prohibited be so allocated under clause (i), such Liability shall be allocated to the Seller or the Buyer, as the case may be, based on the relative proportion of total benefit received by the applicable WhiteWave Shared Contract Business and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities Excluded Business under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract, as mutually agreed by the Seller and the Buyer, with any disputes subject to the applicable dispute resolution mechanism of the CPA Firm pursuant to Section 2.5(c). Notwithstanding the foregoing, each of the Seller and the Buyer shall be responsible for any or all Liabilities arising from its (or its Affiliates’) in an effort to divide, partially assign, modify and/or replicate (in whole direct or in part) the respective rights and obligations under and in respect indirect breach of any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liability.

Shared Contracts. The parties agree as follows: (a) At Following the written request date hereof, the Parties shall use reasonable efforts to enter into or to grant, and to cause each third party counterparty to a Shared Contract that is set forth in Section 6.12, of WhiteWavethe Disclosure Schedules (each a “Specified Shared Contract”) to enter into or to grant, ▇▇▇▇ Foods any new agreements, bifurcations or consents as are reasonably necessary to permit Purchaser to operate the Business on an independent basis following the Closing, derive those claims, rights and benefits, and to assume any obligations and economic burdens, as each such Person derives from such Specified Shared Contract immediately prior to the Closing (such portion of the claims, rights benefits, obligations and economic burdens that are related to the Business, is referred to herein as the “Business Portion” and such portion of the claims, rights, benefits, obligations and economic burdens that are related to Seller and the other members of Seller Group and their respective subsidiaries and their businesses (other than the Business), is referred to herein as the “Non-Business Portion”). If, on the Closing Date, any such third party agreement, bifurcation or consent, as the case may be, is not obtained with respect to a Specified Share Contract, Seller and Purchaser shall, for a period of twelve (12) months following the Closing, (a) continue to use commercially reasonable efforts to enter into or to grant, and shall to cause each third party counterparty to such Specified Shared Contract to enter into or to grant, any such new agreements, bifurcations or consents, as applicable, (b) cooperate (at their own expense) reasonably and lawfully following the Closing in a mutually acceptable arrangement under which Purchaser, on the one hand, and Seller, on the other ▇▇▇▇ Foods Group Members tohand, to would, where commercially reasonable and in compliance with applicable Law, obtain the extent not prohibited appropriate claims, rights and benefits and assume and perform the related obligations and bear the related economic burdens of the Business Portion of such Specified Shared Contract (in the case of Purchaser) and the Non-Business Portion of such Specified Shared Contract (in the case of Seller), including by means of subcontracting, sublicensing or subleasing arrangements, or enforcement by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under party to such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Specified Shared Contract for which the benefit (and at the expense) of Purchaser or any of its subsidiaries, or Seller that is an intended beneficiary thereof pursuant to this Section 6.12 and (c) pay, reimburse and/or otherwise be responsible for the Business Portion of all license fees payable to any licensor by any of the foregoing or their respective Subsidiaries under any such request is made by WhiteWave, Specified Shared Contract on a pro rata basis (based on the relative proportions of such license fee attributable to the extent Business Portion and Non-Business Portion of such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Specified Shared Contracts associated with the benefits and rights so made available to themContract). (b) At Notwithstanding anything else set forth in this Section 6.12, neither Party nor any of its Affiliates shall (i) be required to take any action pursuant to Section 6.12(a) that would (x) result in a violation of any obligation which such Party or its Affiliates has to any third party, (y) constitute a breach or violation of any applicable Law (whether by operation of law or otherwise), or (z) adversely affect the rights of Purchaser and its Affiliates thereunder (unless the prior written request consent of ▇▇▇▇ FoodsPurchaser has been obtained), WhiteWave shall(ii) be obligated to pay (or cause to be paid) (x) fees, costs or expenses in connection with their obligations under Section 6.12(a) (other than immaterial administrative or legal costs and shall cause the other WhiteWave Group Members toexpenses) or (y) any consideration to any third party who is requested to enter into or to grant any such new agreements, bifurcations or consents, or (iii) be required to the extent not prohibited by the applicable WhiteWave take any action in connection with any Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave that is not a Specified Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them.Contract. 249717839 v15 (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with If the third party to each Shared Contractarrangements in Section 6.12(a) in an effort to divide, partially assign, modify and/or replicate (in whole cannot be made or in part) the respective rights and obligations under and completed in respect of any a Specified Shared ContractContract within the period of twelve (12) months following the Closing, at Purchaser’s request, Seller may (at Seller’s expense) seek to terminate the relevant Specified Shared Contract save in circumstances where material or unreasonable termination fees would apply. In the event that the Specified Shared Contract cannot be so terminated (or Purchaser does not make the request to so terminate), Seller and Purchaser shall cooperate and make such that (i) a WhiteWave Group Member is other arrangements between them, on terms reasonably satisfactory to Purchaser, as are permitted by the beneficiary Specified Shared Contract to implement so far as possible the effective transfer of the rights benefit and is responsible for burden of the obligations related to that portion of such Specified Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods LiabilityPurchaser.

Shared Contracts. The parties agree as follows: (a) At Each of Buyer and Seller acknowledges that Seller or its Affiliates are party to, and one or more of the written request Company Entities is party to or bound by or have the benefits of WhiteWavethe Shared Contracts. Prior to the Closing, ▇▇▇▇ Foods Seller shall, and shall cause its Affiliates to, use reasonable best efforts to, with respect to the other ▇▇▇▇ Foods Group Members toShared Contracts set forth in Section 5.11(a) of the Seller Disclosure Schedule (the “Shared Contract Schedule” and the Shared Contracts set forth on such schedule, the “Material Shared Contracts”), (i) (A) in respect of those Shared Contracts set forth in Section 5.11(a)(i) of the Seller Disclosure Schedule, assign or partially assign such Shared Contract and the rights and obligations under such Shared Contract, to the extent not prohibited appropriate Company Entity or ensure that the applicable Company Entities continue to be party to, and entitled to the rights and benefits under, such Shared Contract at and after the consummation of the Closing, and (B) obtain all necessary Authorizations from, and make all necessary notifications to, any contractual counterparty to such Shared Contract that may be required in connection with the consummation of the Transactions or the actions set forth in clause (i)(A) above, and (ii) in respect of those Shared Contracts set forth in Section 5.11(a)(ii) of the Seller Disclosure Schedule, either (x) replace such Shared Contract with separate Contracts in respect of each of the Business and the Retained Business that are with the same third parties as the applicable Shared Contract being replaced (unless otherwise consented to by the applicable ▇▇▇▇ Foods Shared Contract Buyer, which consent is not to be unreasonably withheld, conditioned or delayed), or (y) otherwise provide the Company Entities the rights and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights obligations that are substantially equivalent in the aggregate to those rights and obligations currently received by any Company Entity under such Shared Contract in the conduct of the Business prior to the benefits and rights enjoyed by Closing (a Contract meeting the ▇▇▇▇ Foods Group requirements set forth under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWaveeither of clause (ii)(x) or clause (ii)(y), to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to thema “Replacement Contract”). (b) At If, following the Closing, Buyer provides written request notice to Seller identifying any Shared Contract that is not set forth on the Shared Contracts Schedule, is currently in effect, will not expire or terminate by its terms on or prior to the Closing, and that is primarily related to the Business and involved annual spend by the Company Entities of ▇▇▇▇ Foods$1,500,000 or more in the past fiscal year (each such Shared Contract, WhiteWave a “Business-Focused Shared Contract”), then, subject to Applicable Law, following delivery of such written notice, each of the Buyer and the Seller shall negotiate in good faith to mutually agree to a lawful arrangement under such Business-Focused Shared Contract in connection with the Transactions under which Buyer and/or the applicable Company Entities would obtain the benefits and assume the obligations under the applicable Shared Contract, in each case, with respect to, or otherwise as relating to, the Business, in accordance with this Agreement (and the Shared Contract Schedule shall be deemed to be amended and restated to provide for such disposition); provided that, if Buyer and Seller cannot agree to a proposed disposition within 15 calendar days of Buyer’s delivery of such written notice, the Shared Contract Schedule shall be deemed to be amended and restated to set forth such Shared Contracts in Section 5.11(a)(i) of the Seller Disclosure Schedules. (c) (i) If Seller and its applicable Affiliates, despite the use of their respective reasonable best efforts, are unable to implement the results contemplated by Section 5.11(a) prior to the Closing, then following the Closing until the earlier to occur of the first anniversary of the Closing Date and the date of termination or expiration of the applicable Material Shared Contract in accordance with its terms and conditions, (A) Seller shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the its applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries Affiliates to, use their respective reasonable best efforts to either (x) assign or partially assign such Shared Contract in accordance with Section 5.11(a)(i), (y) enter into a Replacement Contract in respect of such Shared Contract in accordance with Section 5.11(a)(ii), or (z) otherwise cause the same economic and operational rights, benefits, liabilities, obligations and burdens of the Material Shared Contract to be passed to and assumed, performed and paid by the relevant Company Entity as if such Material Shared Contract had been assigned or partially assigned to a Company Entity (such arrangement, a “Back-to-Back Arrangement”), in which case of this clause (z), until the earlier to occur of the first anniversary of the Closing Date and the date of termination or expiration of the applicable Material Shared Contract in accordance with its terms and conditions, Seller shall and shall cause its Affiliates (other than the Company Entities) not to, amend, terminate, modify or waive any right pursuant to any Material Shared Contract which is subject to a Back-to-Back Arrangement under this Section 5.11(c)(i) in a manner that would adversely affect the Business (other than to a de minimis extent), without Buyer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed; provided that, for the avoidance of doubt, Seller and its Affiliates may terminate any statement of work together or purchase order under such Material Shared Contract issued by or to Seller or its Affiliates (andother than the Company Entities), if necessary and desirable(ii) Buyer shall, and shall cause Buyer’s Affiliates to, use reasonable best efforts to facilitate Seller’s efforts to assign or partially assign such Material Shared Contract and the rights and obligations under such Material Shared Contract to the appropriate Company Entity, to work replace any such Material Shared Contract with the third party a Replacement Contract or to each otherwise implement a Back-to-Back Arrangement in respect of any such Material Shared Contract, as applicable. (d) Without in any way limiting Section 5.11(a), notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an effort agreement to divideassign, partially assign, modify novate or replace any Shared Contract or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, partial assignment, novation or replacement, without the consent of a third party thereto, would constitute a breach or other contravention of such Shared Contract or in any way adversely affect the rights of Seller, the Company or any of their respective Affiliates thereunder. If such consent is not obtained, Seller and Buyer will, until the first anniversary of the Closing Date (or, if earlier, until an applicable Shared Contract expires or is terminated by the applicable counterparty pursuant to its terms), use reasonable best efforts to establish mutually agreeable and lawful arrangements under which Buyer and/or replicate the applicable Company Entities would obtain the benefits and assume the obligations under the applicable Shared Contract, in each case, with respect to, or otherwise as relating to, the Business, in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s obligations which relate to the Business, any and all corresponding rights of Seller that relate to the Business against a third party thereto. (e) In connection with any Shared Contract that is (x) assigned, in whole or in part, to Buyer, the Company or any of their respective Subsidiaries, or (y) sub-contracted, sub-licensed or sub-leased or under which Seller or any of its Affiliates otherwise passes along any benefits relating to the Business thereunder, including pursuant to any Back-to-Back Arrangements in respect of such Shared Contract, in each case whether in whole or in part, to Buyer, the Company or any of their respective rights Subsidiaries, Buyer shall perform, and cause to be performed, all of its or the Company’s or Subsidiary’s (as applicable) obligations thereunder and shall (x) promptly, but in any event within 30 days of being invoiced therefor, reimburse Seller for any and all reasonable and documented out-of-pocket fees, costs and expenses incurred by Seller or any of its Affiliates under any such Shared Contract or any Back-to-Back Arrangement in respect of a Shared Contract, as applicable, to the extent related to the Business and (y) hereby indemnify Seller and its Affiliates, and otherwise hold them harmless from, any failure to perform any such obligations to the extent related to the Business. (f) From the date hereof until the date that is the earlier of the first anniversary of the Closing Date and the date of termination or expiration of the applicable Shared Contract in accordance with its terms and conditions, Seller and its Affiliates (other than the Company Entities), on the one hand, and Buyer and the Company Entities on the other hand shall reasonably cooperate, in good faith, to assist Buyer or the Company Entities to (x) to the extent requested in writing by Buyer to Seller, enter into Replacement Contracts in respect of any Shared ContractContracts with customers, vendors and merchandisers of the Business that are not Material Shared Contracts (which Replacement Contracts shall be effective no earlier than the Closing Date), and (y) to the extent any such Replacement Contract is entered into and subject to Applicable Law and the terms and conditions of the applicable purchase order, assign any outstanding purchase orders under the applicable Shared Contract that primarily relate to the Business to a Company Entity. (g) Notwithstanding anything in this Agreement that may be deemed to the contrary, (i) neither Seller, Buyer nor any of their respective Affiliates shall be required to expend money, incur any liability, commence any litigation or offer or grant any accommodation (financial, contractual or otherwise) to any third party to obtain any such consent to separate, replace, assign or partially assign a WhiteWave Group Member is Shared Contract, (ii) the beneficiary separation, replacement, assignment, or partial assignment of any Shared Contract shall not be a condition to the obligation of the rights and is responsible for parties hereto to consummate this Agreement, or the obligations related to that portion of such Shared Contract relating to other Transaction Agreements, or the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave LiabilityTransactions, and (iiiii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related failure to such separate, replace, assign or partially assign any Shared Contract relating shall not, in and of itself, give rise to the ▇▇▇▇ Foods Businessa breach of this Agreement and shall not be taken into account with respect to any condition to Closing set forth in Article 8, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liabilityor any right to terminate this Agreement pursuant to Article 9.

Shared Contracts. The parties agree as follows: (a) At Except as otherwise agreed by the written request Sellers and the Buyer or as otherwise expressly provided in this Agreement or the Ancillary Agreements (including with respect to any Contract identified by Buyer and Seller as reasonably necessary for Buyer to continue operation of WhiteWavethe Business upon termination of any service provided under the Transition Services Agreement), ▇▇▇▇ Foods shalluntil the expiration or termination date of the applicable Shared Contract (assuming, for these purposes, that the then‑current term in effect as of immediately prior to the Closing is not renewed or extended), the Parties shall (and shall cause their Affiliates to) use reasonable best efforts to obtain or structure an arrangement for the Buyer to receive the rights and benefits, and bear the obligations and burdens, of the portion of such Shared Contract that the Buyer determines is reasonably necessary for Buyer to continue operation of the Business upon termination of any service provided under the Transition Services Agreement; provided, that the Sellers and their respective Affiliates shall not be required to take any action that would, in the good‑faith judgment of the Sellers, constitute a breach or other contravention of the rights of any Person(s), be ineffective under, or contravene, applicable Law or any such Shared Contract or adversely affect the contractual rights of the Sellers or any of their respective Affiliates. The Buyer shall indemnify and hold harmless the Sellers and their respective Affiliates for and against all out-of-pocket Liabilities (including Tax Liabilities) arising out of or relating to each such arrangement. With respect to any Liability pursuant to, under or relating to any Shared Contract, such Liability shall be allocated between the applicable Seller, on the one hand, and the Buyer, on the other ▇▇▇▇ Foods Group Members tohand, as follows: (i) if a Liability is incurred solely in respect of the Business or the other businesses of such Seller, such Liability shall be allocated to the Buyer (to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits it would otherwise constitute an Assumed Liability) or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, Seller (to the extent it would otherwise constitute an Excluded Liability), and (ii) if a Liability cannot be so allocated under clause (i), such benefits relate Liability shall be allocated to such applicable Seller, or the WhiteWave Business; providedBuyer, howeveras the case may be, that based on the applicable WhiteWave Group Members shall assume relative proportion of total benefit received by the Business (taking into account the extent to which such Liability would otherwise constitute an Assumed Liability or an Excluded Liability hereunder) and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities other businesses of such Seller under the relevant ▇▇▇▇ Foods Shared Contracts associated Contract, as reasonably determined by such Seller consistent with this Agreement. Notwithstanding the benefits foregoing, each of the Sellers and rights so made available to themthe Buyer shall be responsible for any or all Liabilities arising from its (or its Affiliates’) direct or indirect breach of any Shared Contract. (b) At Nothing in this Section 5.4 shall be construed so as to require any of the written request Parties or their respective Affiliates to pay money to any Third Party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any Third Party in connection with the separation or transfer of, or otherwise in respect of, any Shared Contract. For the avoidance of ▇▇▇▇ Foodsdoubt, WhiteWave shall, and neither the Sellers nor the Buyer shall cause be required to provide credit support for the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and Party in respect of any such other Party’s portion of a Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the WhiteWave Business, which rights shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods Liability.

Shared Contracts. The Parties acknowledge that the Seller Parent and its Affiliates are parties agree to certain Contracts that relate to both the operations or conduct of the Business as follows: well as other businesses of one or more of the Seller Parent and its Affiliates (a) At which do not include any Contracts granting a corporate-level license to the written request Seller Parent and its Affiliates that, with respect to the Business, is used to provide corporate-level services to the Business and other businesses or Affiliates of WhiteWavethe Seller Parent), ▇▇▇▇ Foods shallbut that will remain with the Seller Parent and its Affiliates after the relevant Closing (other than any Permits, the “Shared Contracts”). The nature of the goods, services or intellectual property rights provided under the Shared Contracts as of the date of this Agreement is set forth on Schedule 5.14. During the period prior to the First Closing, the Parties shall cooperate and shall cause the other ▇▇▇▇ Foods Group Members to, to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them. (c) The parties shall, and shall cause their respective Subsidiaries to, use their respective commercially reasonable best efforts (including, with respect to the Buyer Parent, efforts to work together amend and/or supplement any existing Contracts the Buyer Parent or any of its Affiliates has with the counterparties to the Shared Contracts in order to receive or provide all or some portion of the Shared Contract Rights under such existing Contracts, which Contract, as so amended or supplemented, would be a Replacement Contract) to obtain the agreement of the counterparties to each such Shared Contract to enter into a new Contract (andor Contract amendment, if necessary as applicable), effective as of the relevant Closing Date (each, a “Replacement Contract”), pursuant to which the Buyer Parent or another Buyer, as applicable, will receive or provide the goods, services and desirableintellectual property rights provided to or by the Seller Parent and its Affiliates as of the date hereof pursuant to the Shared Contract (the “Shared Contract Rights”) on price and terms and conditions on and following the relevant Closing substantially similar to those contained in the Shared Contract as of the date hereof. If, as of the First Closing, the Seller Parent or one of its Affiliates is required, pursuant to a Shared Contract, to work with purchase goods or services used in or by the third party to each SSD Business, then the Buyer Parent or another Buyer, as applicable, shall purchase such goods or services from the Seller Parent or its Affiliate, as applicable, for the cost being charged therefor under the applicable Shared Contract) , as reflected on Schedule 5.14, or the Buyer Parent may decline to purchase such goods or services if it reasonably determines after the First Closing that the SSD Business does not require such goods or services, or it can procure such goods or services at more favorable pricing than is charged under the applicable Shared Contract. If one or more Replacement Contracts are not so obtained prior to the relevant Closing, unless the Parties otherwise agree in an effort writing or unless doing so would not be permitted by applicable Law, the terms of the applicable Shared Contract or the applicable counterparty, for a reasonable period of time following the relevant Closing, the Parties will cooperate with each other in any reasonable arrangements designed to divideprovide to the Buyer Parent or the relevant Buyer the Shared Contract Rights of the applicable Shared Contract (and the Seller Parent or its applicable Affiliate shall continue to perform such Shared Contract upon the direction of the Buyer Parent); provided that the Buyer Parent or the relevant Buyer shall bear any incremental economic burden resulting from implementation of any such alternative arrangement pursuant to this Section 5.14 (other than any Liability arising from a Shared Contract counterparty asserting that the operation of this Section 5.14 is a breach of such Shared Contract, partially assignin which case such Liability shall solely be for the account of the Seller Parent or its applicable Affiliate), modify and/or replicate (in whole and if the Buyer Parent or in part) the respective rights relevant Buyer fails to timely and obligations under and in fully bear such Liabilities with respect of to any Shared Contract, the Seller Parent shall no longer be obligated to provide Shared Contract Rights for any Shared Contract hereunder. The Parties agree to treat any Shared Contract Rights borne by the Buyer Parent or a Buyer as a Liability of such that (i) a WhiteWave Group Member is the beneficiary Person for Tax purposes unless otherwise required by applicable Law. Further, any reasonable out-of-pocket costs or expenses arising out of the rights and is responsible for the obligations or related to that portion of such Shared Contract relating to the WhiteWave Business, which rights seeking or obtaining any Replacement Contracts shall be a WhiteWave Asset and which obligations shall be a WhiteWave Liability, and (ii) a ▇▇▇▇ Foods Group Member is borne by the beneficiary of the rights and is responsible for the obligations related to such Shared Contract relating to the ▇▇▇▇ Foods Business, which rights shall be a ▇▇▇▇ Foods Asset and which obligations shall be a ▇▇▇▇ Foods LiabilityBuyer Parent.