Common use of Shared Contracts Clause in Contracts

Shared Contracts. The parties agree as follows: (a) At the written request of WPX, WMB will, and will cause other members of the WMB Group to, to the extent permitted by the applicable WMB Shared Contract and applicable law, make available to WPX or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX Business; provided, however, that the applicable members of the WPX Group will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of WMB, WPX will, and will cause other members of the WPX Group to, to the extent permitted by the applicable WPX Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (c) The parties’ rights and obligations pursuant to this Section 2.5 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB Shared Contract or WPX Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 is no longer permitted thereunder.

Shared Contracts. The parties agree as follows: (a) At the written request of WPXFreescale, WMB Motorola will, and will cause other members of the WMB Motorola Group to, to the extent permitted by the applicable WMB Motorola Shared Contract and applicable law, make available to WPX Freescale or applicable members of the WPX Freescale Group the benefits and rights under the WMB Motorola Shared Contracts (except where the benefits or rights under such WMB Motorola Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Motorola Group under each WMB Motorola Shared Contract for which such request is made by WPXFreescale, to the extent such benefits relate to the WPX SPS Business; provided, however, that the applicable members of the WPX Freescale Group will assume and discharge (or promptly reimburse WMB Motorola for) the obligations and liabilities under the relevant WMB Motorola Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of WMBMotorola, WPX Freescale will, and will cause other members of the WPX Freescale Group to, to the extent permitted by the applicable WPX Freescale Shared Contract and applicable law, make available to WMB Motorola or applicable members of the WMB Motorola Group the benefits and rights under the WPX Freescale Shared Contracts (except where the benefits or rights under such WPX Freescale Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Freescale Group under each WPX Freescale Shared Contract for which such request is made by WMBMotorola, to the extent such benefits relate to the WMB Motorola Business; provided, however, that the applicable members of the WMB Motorola Group will assume and discharge (or promptly reimburse WPX Freescale for) the obligations and liabilities under the relevant WPX Freescale Shared Contracts associated with the benefits and rights so made available to them. (c) . The parties’ rights and obligations pursuant to this Section 2.5 2.6 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMBMotorola’s obligation to effect the Distribution pursuant to Section 9.19.14(b), and (iii) with respect to any WMB Motorola Shared Contract or WPX Freescale Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 2.6 is no longer permitted thereunder.

Shared Contracts. The parties (i) Prior to the Closing, DevCo shall, and shall cause its Subsidiaries (including members of the DevCo Group) to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause its Subsidiaries (including members of the DevCo Group) to enter into, with each third party to a Shared Contract, either (A) a separate contract or agreement in a form reasonably acceptable to DevCo and SpinCo (a “New SpinCo Contract”) that allocates the rights and obligations of DevCo and its Subsidiaries under each Shared Contract as between the DevCo Business, on the one hand, and the SpinCo Business, 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 a form reasonably acceptable to DevCo and SpinCo effective as of the Effective Time (the “Partial Assignments and Releases”) that (x) assigns the rights and obligations under such Shared Contract solely to the extent related to the SpinCo Business and arising after the Effective Time to the SpinCo Group and (y) releases the DevCo Group from all liabilities or obligations with respect to the SpinCo Business that arise after the Effective Time. Any New SpinCo Contracts that relate to the SpinCo Business (the “SpinCo Business Contracts”) shall be entered into by one or more members of the SpinCo Group effective as of the Effective Time and shall allocate to SpinCo or other member of the SpinCo Group all rights and obligations of DevCo and its Subsidiaries (other than members of the SpinCo Group) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the SpinCo Business and arise after the Effective Time. All purchase commitments under the Shared Contracts shall be allocated under the SpinCo Business Contracts or the Partial Assignments and Releases as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the DevCo Group and the SpinCo Group. In connection with the entering into of New SpinCo Contracts, the Parties shall use their reasonable best efforts to ensure that members of the DevCo Group are released by the third party with respect to all liabilities and obligations relating to the SpinCo Business and arising after the Effective Time. (ii) In the event that any third party under a Shared Contract does not agree to enter into a New SpinCo Contract or Partial Assignment and Release consistent with this Section 2.1(f), the Parties shall in good faith seek 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 by any member of the DevCo Group). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which SpinCo and its Subsidiaries would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Effective Time, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof) or under which members of the DevCo Group would, upon the request of SpinCo, enforce for the benefit (and at the expense) of the SpinCo Group any and all of DevCo’s and its Subsidiaries’ rights against such third party under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof), and the DevCo Group would promptly pay to the SpinCo Group when received all monies received by them (net of any applicable Taxes imposed on the DevCo Group) under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof). (iii) With respect to Liabilities pursuant to, under or relating to a given Shared Contract relating to occurrences from and after the Effective Time, such Liabilities shall, unless otherwise allocated pursuant to this Agreement, be allocated between the DevCo Group and the SpinCo Group as follows: (aA) At If a Liability is incurred exclusively in respect of the written request SpinCo Business or exclusively in respect of WPXthe DevCo Business, WMB willsuch Liability shall be allocated to SpinCo or its applicable Subsidiary (in respect of the SpinCo Business) or DevCo or its applicable Subsidiary (in respect of the DevCo Business); and (B) If a Liability cannot be so allocated under clause (A) above, such Liability shall be allocated to the DevCo Group or the SpinCo Group, 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 Effective Time, measured as of the date of the allocation) by the DevCo Business or the SpinCo Business under the relevant Shared Contract. Notwithstanding the foregoing, each of the DevCo Group and the SpinCo Group shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 2.1(f) otherwise pertains. (iv) If DevCo or any of its Subsidiaries, on the one hand, or SpinCo or any of its Subsidiaries, on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, DevCo will cause the DevCo Group to use, and SpinCo will cause the SpinCo Group to use, their respective reasonable best efforts to deliver such benefit or payment to the other members of Party. (v) From the WMB Group todate hereof until the Effective Time, and during the twelve (12)-month period immediately following the Effective Time, DevCo and SpinCo shall use commercially reasonable efforts to cooperate to obtain the Third-Party Consents. DevCo shall have no Liability whatsoever for failure to obtain any Third-Party Consent, except to the extent permitted that such failure results from a failure to use commercially reasonable efforts as required by the applicable WMB Shared Contract and applicable law, make available to WPX or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX Business; provided, however, that the applicable members of the WPX Group will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of WMB, WPX will, and will cause other members of the WPX Group to, to the extent permitted by the applicable WPX Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (c) The parties’ rights and obligations pursuant to this Section 2.5 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB Shared Contract or WPX Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 is no longer permitted thereunder2.1(f)(v).

Shared Contracts. The parties Except as otherwise set forth in the Employee Matters Agreement, to the extent applicable, Manitowoc ParentCo and SpinCo agree as follows: (a) At the written request of WPX, WMB Manitowoc ParentCo will, and will cause the other members of the WMB Manitowoc ParentCo Group to, to the extent specifically permitted by the applicable WMB Manitowoc ParentCo Shared Contract and applicable law, make available assign such Manitowoc ParentCo Shared Contract in part to WPX or SpinCo and the applicable members of the WPX SpinCo Group so that each party or the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent applicable members of its Group will be entitled to the benefits and rights enjoyed by relating to its or their business and will assume its or their related portion of any Liabilities under the WMB Group under each WMB Manitowoc ParentCo Shared Contracts. (b) If any Manitowoc ParentCo Shared Contract for which cannot be so partially assigned by its terms, each party will, and will cause the other members of its Group to, cooperate and use commercially reasonable efforts to enter into an arrangement with the counterparty to each Manitowoc ParentCo Shared Contract to amend such request is made by WPX, Contract so as to delete all obligations therefrom to the extent that such benefits obligations relate to the WPX Foodservice Business, and enter into a new Contract with the applicable counterparty which solely relates to the Foodservice Business, on substantially equivalent terms and conditions as are then in effect under such Manitowoc ParentCo Shared Contract; provided, however, that neither Manitowoc ParentCo nor SpinCo will be required to pay any consideration to any third Person in connection with implementing the applicable members arrangements contemplated by this Section 2.7. If and when such consents or approvals are obtained or such other required actions have been taken, the partial assignment of the WPX Group such Manitowoc ParentCo Shared Contract will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated be effected in accordance with the benefits and rights so made available to themterms of this Agreement. (bc) At With respect to each Manitowoc ParentCo Shared Contract for which the written request of WMBarrangements described in Section 2.7(b) could not be entered into prior to the Distribution Date, WPX Manitowoc ParentCo and SpinCo will, and will cause the other members of the WPX its respective Group to, cooperate in any lawful and reasonable arrangement, to the extent so permitted by under the applicable WPX terms of such Manitowoc ParentCo Shared Contract and applicable law, make available to WMB provide the SpinCo Group members the benefits and obligations of any such Manitowoc ParentCo Shared Contract with respect to the Foodservice Business, including subcontracting, licensing, sublicensing, leasing or applicable subleasing to the SpinCo Group members any or all of Manitowoc ParentCo Group’s rights and obligations with respect to such Manitowoc ParentCo Shared Contract with respect to the Foodservice Business. In any such arrangement, SpinCo will (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) bear all Taxes with respect thereto or arising therefrom, (iii) be solely entitled to all benefits thereof, economic or otherwise, (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof and any damages related to termination of such Manitowoc ParentCo Shared Contracts, and (v) promptly reimburse the reasonable costs and expenses of Manitowoc ParentCo and the other members of the WMB Manitowoc ParentCo Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under related to such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to themSpinCo activities. (cd) The parties’ foregoing terms will apply mutatis mutandis to any SpinCo Shared Contract. (e) The rights and obligations of Manitowoc ParentCo and SpinCo pursuant to this Section 2.5 2.7 will terminate upon the earliest to occur of (i) 24 months after the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB Shared Contract or WPX Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 is no longer permitted thereunder.

Shared Contracts. The parties agree as follows: (a) At the written request of WPX, WMB willThe Parties shall, and will shall cause other members their respective Group Members to, use their respective commercially reasonable efforts to work together (and, if necessary and desirable, to work with the Third Party to such 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 SpinCo Group Member is the beneficiary of the WMB rights and is responsible for the obligations related to that portion of such Shared Contract relating to the Aaron’s Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability and (ii) a Parent Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the Aaron’s Business (the “Parent Portion”), which rights shall be a Parent Asset and which obligations shall be a Parent Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group Members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Effective Time as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group Members to, cooperate in any reasonable and permissible arrangement to provide that, following the extent permitted Effective Time and until the earlier of one year after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the applicable WMB Shared Contract and applicable lawprevious sentence is effected, make available to WPX or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX Business; provided, however, that the applicable members of the WPX Group will assume and discharge (or promptly reimburse WMB forA) the obligations and liabilities under the relevant WMB Shared Contracts Assets associated with the benefits SpinCo Portion of such Shared Contract shall be enjoyed by SpinCo or another SpinCo Group Member; (B) the Liabilities associated with the SpinCo Portion of such Shared Contract shall be borne by SpinCo or another SpinCo Group Member; (C) the Assets associated with the Parent Portion of such Shared Contract shall be enjoyed by Parent or another Parent Group Member; and rights so made available to them(D) the Liabilities associated with the Parent Portion of such Shared Contract shall be borne by Parent or another Parent Group Member. (b) At the written request Each of WMB, WPX willParent and SpinCo shall, and will shall cause other members of the WPX its Group Members to, to (i) treat for all relevant Tax purposes the extent permitted by the applicable WPX portion of each Shared Contract inuring to its respective businesses as Assets owned by, and/or Liabilities of, as applicable, such Party, or its Group Members, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to themLaw). (c) The parties’ rights and obligations pursuant to Nothing in this Section 2.5 will terminate upon 2.05 shall require any member of any Group to make any non-de minimis payment (except to the earliest extent advanced, assumed or agreed in advance to occur be reimbursed by any member of (i) the Distribution Dateother Group), (ii) incur any non-de minimis obligation or grant any non-de minimis concession for the termination benefit of WMB’s obligation any member of any other Group in order to effect the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB Shared Contract or WPX Shared Contract in particular, such time that the arrangement pursuant to transaction contemplated by this Section 2.5 is no longer permitted thereunder2.05.

Shared Contracts. The parties agree as follows: (a) At Any Contract that relates to both the written request Fortune Brands Business and the Cabinets Business (each such Contract, a “Shared Contract”) shall be handled as contemplated by Section 6.1(d) unless Fortune Brands determines, in its sole discretion, that it is desirable to partially assign such Shared Contract as contemplated by Section 6.1(b) or to amend such Shared Contract as contemplated by Section 6.1(c), or unless treatment of WPXsuch Shared Contract is expressly covered by the Employee Matters Agreement or the Transition Services Agreement. (b) If any Shared Contract can be partially assigned by its terms and Fortune Brands determines, WMB willin its sole discretion, that it is so desirable with respect to such Shared Contract, Fortune Brands shall assign such Shared Contract in part to Cabinets, or another Cabinets Party designated by Cabinets, so that the Cabinets Parties will be entitled to the benefits and rights relating to the Cabinets Business and will assume their related portion of any Liabilities under such Shared Contract. If any such partial assignment requires the consent or approval of any Third Party or any other required action, 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. Cabinets shall pay to Fortune Brands fair market consideration payable in cash in exchange for the partial assignment of such Shared Contract. (c) If Fortune Brands determines, in its sole discretion, that it is so desirable with respect to any Shared Contract, from the Distribution Date to the two-year anniversary from the Distribution Date, Fortune Brands and Cabinets shall, and will shall cause other members the applicable Fortune Brands Parties and Cabinets Parties to, cooperate and use commercially reasonable efforts, to (x) 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 that such obligations relate to the Fortune Brands Business, and enter into a new Contract with the applicable counterparty which solely relates to the Fortune Brands Business, on substantially equivalent terms and conditions as are then in effect under such Shared Contract, or (ii) to the extent that such obligations relate to the Cabinets Business, and enter into a new Contract with the applicable counterparty which solely relates to the Cabinets Business, on substantially equivalent terms and conditions as are then in effect under such Shared Contract and (y) Cabinets shall pay to Fortune Brands fair market consideration payable in cash in exchange for the amendment of such Shared Contract. (d) With respect to each Shared Contract that is not partially assigned or amended as contemplated by Section 6.1(b) or Section 6.1(c), from the WMB Group Distribution Date to the two-year anniversary from the Distribution Date, Fortune Brands and Cabinets shall, and shall cause the applicable Fortune Brands Parties and Cabinets Parties to, cooperate in any lawful and reasonable arrangement, to the extent so permitted by under the applicable WMB terms of such Shared Contract and applicable law, make available : (i) to WPX or provide the applicable members of the WPX Group Fortune Brands Party the benefits and obligations of any such Shared Contract with respect to the Fortune Brands Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the Fortune Brands Party any or all of the rights under and obligations with respect to such Shared Contract with respect to the WMB Fortune Brands Business. In any such arrangement, the Fortune Brands Parties will, with respect to that portion of the Shared Contracts Contract relating to the Fortune Brands Business, (except where 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 rights under 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 WMB Shared Contracts are specifically provided pursuant Contract, (E) promptly reimburse the reasonable out-of-pocket costs and expenses of Cabinets and the applicable Cabinets Party related to an Ancillary Agreementsuch activities, (F) which are substantially equivalent be 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 Cabinets Party with respect to such Shared Contract; and (ii) to provide the applicable Cabinets Party the benefits and rights enjoyed by the WMB Group under each WMB obligations of any such Shared Contract for which such request is made by WPX, with respect to the extent such benefits relate Cabinets Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the WPX Cabinets Party any or all of the rights and obligations with respect to such Shared Contract with respect to the Cabinets Business; provided. In any such arrangement, howeverthe Cabinets Parties will, with respect to that portion of the Shared Contract relating to the Cabinets Business, (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 out-of-pocket costs and expenses of Fortune Brands and the applicable members Fortune Brands Party related to such activities and (F) be entitled to receive copies of the WPX Group will assume all correspondence and discharge (invoices delivered to or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB by any Fortune Brands Party with respect to such Shared Contracts associated with the benefits and rights so made available to themContract. (be) At With respect to each Shared Contract that is the written request subject of WMBan arrangement contemplated by Section 6.1(d), WPX willFortune Brands, on behalf of itself and will cause other members each of the WPX Group Fortune Brands Parties, shall indemnify, defend and hold harmless each of the Cabinets Parties from and against any and all Expenses or Losses incurred or suffered by one or more of the Cabinets Parties in connection with, relating to, arising out of or due to, directly or indirectly, that portion of the Shared Contract relating to the extent permitted by the applicable WPX Fortune Brands Business. With respect to each Shared Contract that is the subject of an arrangement contemplated by Section 6.1(d), Cabinets, on behalf of itself and applicable law, make available to WMB or applicable members each of the WMB Group Cabinets Parties, shall indemnify, defend and hold harmless each of the benefits Fortune Brands Parties from and rights under against any and all Expenses or Losses incurred or suffered by one or more of the WPX Fortune Brands Parties in connection with, relating to, arising out of or due to, directly or indirectly, that portion of the Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent Contract relating to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Cabinets Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (cf) No Fortune Brands Party or Cabinets Party shall be required to pay any consideration to any Third Party in connection with implementing the arrangements contemplated by this Section 6.1. (g) The parties’ parties shall follow the procedures specified in Article XII in the event of any dispute regarding the rights and obligations pursuant to this Section 2.5 will terminate upon of the earliest to occur of (i) Fortune Brands Parties or the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) Cabinets Parties with respect to any WMB Shared Contract or WPX Shared Contract in particular, such time that is the subject of an arrangement pursuant to this contemplated by Section 2.5 is no longer permitted thereunder6.1(d).

Shared Contracts. The parties agree as follows: (a) At The Parties acknowledge that Advisor Parent and its Subsidiaries (including the written request Target Companies) are parties to certain of WPXthe Identified Contracts (collectively, WMB willthe “Shared Contracts”) that relate in part to both (i) the operations or conduct of the business of the Target Companies and (ii) the operations or conduct of the business of Advisor Parent and its Subsidiaries other than the operations or conduct of business of the Target Companies (the “Retained Businesses”). Subject to Section 6.5(c), Advisor Parent and GNL shall cooperate with each other and use their respective commercially reasonable efforts prior to the Closing (i) to cause each Shared Contract to be apportioned (including by obtaining the consent 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 the Target Companies and Advisor Parent and its Subsidiaries other than the Target Companies, pursuant to which Advisor Parent and its Subsidiaries other than the Target Companies will assume all of the rights and obligations under such Shared Contract that relate to the Retained Businesses, on the one hand, and the Target Companies will cause other members assume all of the WMB Group torights and obligations under such Shared Contract that relate to the business of the Target Companies, on the other hand; and (ii) in the case of Advisor Parent and its Subsidiaries other than the Target Companies, to the extent permitted by cause the applicable WMB counterparty to release the Target Companies, as applicable, from the obligations of Advisor Parent and its Subsidiaries other than the Target Companies arising after the Closing Date under the portion of the Shared Contract apportioned to Advisor Parent and applicable lawits Subsidiaries other than the Target Companies and, make available to WPX or applicable members in the case of the WPX Group Target Companies, to cause the benefits applicable counterparty to release Advisor Parent and rights its Subsidiaries other than the Target Companies from the obligations of the Target Companies arising after the Closing Date under the WMB portion of the Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent Contract apportioned to the benefits and rights enjoyed by the WMB Group under each WMB Target Companies. Subject to Section 6.5(c), with respect to any Shared Contract for which such request is made by WPX, the arrangements described in this Section 6.4(a) could not be entered into prior to the extent Closing, (i) Advisor Parent and GNL shall work in good faith to determine the feasibility of separating such Shared Contract and (ii) if, notwithstanding such good-faith efforts, the Parties are unable to agree on a mutually satisfactory plan for separating any such Shared Contract, Advisor Parent and GNL will negotiate in good faith appropriate means for (1) GNL and its Subsidiaries (including the Surviving Entities) to obtain the benefits relate to the WPX Business; provided, however, that the applicable members of the WPX Group will and assume and discharge (or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated with the portion of such Shared Contract relating to the business of the Target Companies for a transitional period to be no longer than nine (9) months following the Closing and (2) Advisor Parent and its Subsidiaries to obtain the benefits and rights so made available assume the obligations associated with the portion of such Shared Contract relating to themthe Retained Businesses for a transitional period. (b) At From and after the Closing, (x) GNL shall indemnify and hold harmless Advisor Parent and its Subsidiaries against all Losses arising from or relating to the portion of any Shared Contract apportioned to the Target Companies, (y) Advisor Parent shall indemnify and hold harmless GNL and its Subsidiaries (including the Surviving Entities) against all Losses arising from or relating to the portion of any Shared Contract apportioned to Advisor Parent and its Subsidiaries other than the Target Companies and (z) GNL and the Surviving Entities shall not extend the term or otherwise amend the terms of any Shared Contract in a manner that would adversely affect any member of Advisor Parent and its Subsidiaries without Advisor Parent’s prior written request of WMB, WPX willconsent, and will cause other members Advisor Parent and its Subsidiaries shall not extend the term or otherwise amend the terms of the WPX Group to, to the extent permitted by the applicable WPX any Shared Contract and applicable law, make available to WMB in a manner that would adversely affect GNL or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to themSurviving Entities without GNL’s prior written consent. (c) The parties’ rights and obligations pursuant Notwithstanding anything to the contrary in this Section 2.5 will terminate upon 6.5, prior to the earliest Closing, Advisor Parent shall take or cause to occur of be taken all actions necessary to fully assign to the Target Companies the following lease agreements: (i) the Distribution DateAgreement of Lease dated as of June 13, 2019 by and between 650 Fifth Avenue Company and AR Global Investments, LLC and, (ii) the termination Lease Agreement, dated as of WMB’s obligation to effect the Distribution pursuant to Section 9.1January 26, 2018, by and (iii) with respect to any WMB Shared Contract or WPX Shared Contract in particularbetween ARG EXCNPTRI 01, such time that the arrangement pursuant to this Section 2.5 is no longer permitted thereunderLLC and AR Global Investments, LLC.

Shared Contracts. The parties agree as follows: (a) At Within 30 days after the written request of WPXdate hereof, WMB will, and will cause other members Seller may deliver an updated Section 3.5(c) of the WMB Group to, to the extent permitted by the applicable WMB Disclosure Schedule that sets forth a correct and complete list of Shared Contracts. A Shared Contract and applicable law, make available that is added to WPX or applicable members Section 3.5(c) of the WPX Group the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided Disclosure Schedule pursuant to an Ancillary Agreementthis Section 5.15(a) which are substantially equivalent is referred to the benefits and rights enjoyed by the WMB Group under each WMB herein as a “Supplemental Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX Business; provided, however, that the applicable members of the WPX Group will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated with the benefits and rights so made available to themContract.” (b) At Seller and Purchaser shall use their commercially reasonable efforts to arrange for Purchaser or a Purchaser Designee, as applicable, to enter into a new Contract with the written request of WMBapplicable Third Party to each Shared Contract, WPX will, which new Contract contains the terms and will cause other members conditions applicable to the Business as of the WPX Group to, date hereof with respect to the extent permitted by the applicable WPX such Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to themContract. (c) The parties’ rights In the event a new Contract is not entered into prior to the Closing as contemplated by Section 5.15(b), from and obligations pursuant after the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to this Section 2.5 will terminate upon develop a mutually agreeable arrangement (including by way of amendment or addition of services to the earliest to occur of Transition Services Agreement) under which (i) Purchaser or a Purchaser Designee would obtain the Distribution Datebenefits and assume the obligations under such Shared Contract to the extent applicable to the Business, including by sub-contracting, sub-licensing, or sub-leasing to Purchaser or such Purchaser Designee (such portion of such Liabilities, the “Purchaser Portion of the Shared Contract Liabilities” and the remainder of such Liabilities under such Shared Contract, the “Seller Portion of the Shared Contract Liabilities”) or (ii) such portion of such Shared Contract would be held, as of and from the termination of WMBClosing Date, by Seller or its applicable Subsidiary in trust for Purchaser or a Purchaser Designee and the covenants and obligations thereunder would be performed by Purchaser or such Purchaser Designee in Seller’s obligation or such Subsidiary’s name and all benefits, obligations and Liabilities existing thereunder to effect the Distribution pursuant extent applicable to Section 9.1the Business would be for Purchaser’s or such Purchaser Designee’s account. (d) Notwithstanding anything contained herein to the contrary, and (iii) with respect to any WMB Supplemental Shared Contract Contracts that involve the licensing or WPX Shared Contract other use of Third Party Intellectual Property Rights that are material to the operation or conduct of the Business, in particular, such time the event that the arrangement pursuant continued license or use of such Intellectual Property Rights in the operation or conduct of the Business following the Closing Date would require payment by Purchaser or its Subsidiaries of more than $2,500,000 in the aggregate during the 12 month period immediately following the Closing Date (after taking into account the availability of any enterprise licenses or similar rights then held by Purchaser and its Subsidiaries), Purchaser and Seller shall negotiate in good faith with respect to this Section 2.5 is no longer permitted thereunderthe appropriate allocation of responsibility for such costs.

Shared Contracts. The parties agree as follows: (ai) At Fox (including on behalf of the written request of WPX, WMB will, and will cause other members of the WMB Fox Group) shall use reasonable best efforts to separate and cause the applicable member of the Newco Group toor the applicable Direct Sales Entity (or the applicable Subsidiary of a Direct Sales Entity) to enter into new agreements with the counterparties to the Fox Shared Contracts prior to the Separation, so that the Newco Group or the applicable Direct Sales Entity (or the applicable Subsidiary of a Direct Sales Entity) will be entitled to the rights and interests of, and will be subject to the Liabilities under, such Fox Shared Contract to the extent related to the A&S Business. Upon such separation of a Fox Shared Contract, the separated Contract that is related to the A&S Business will be a Newco Contract and the other separated Contract will be an Excluded Asset. To the extent that Fox is unable or the counterparties are unwilling to enter into agreements with respect to any Fox Shared Contract, Fox (or the applicable member of the Fox Group) will partially assign the A&S Business functions to Newco or the applicable Direct Sales Entity (or the applicable Subsidiary of a Direct Sales Entity) in the manner agreed to by the Parties (but only if such Fox Shared Contract is assignable) and in the event that such partial assignment is not permitted by the terms of the applicable WMB Fox Shared Contract and or consented to by the applicable lawcounterparty, make available Fox shall use reasonable best efforts to WPX or provide for an alternative arrangement so that the applicable members member of the WPX Newco Group or the applicable Direct Sales Entity (or the applicable Subsidiary of a Direct Sales Entity) will have the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under burdens of such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Fox Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX Businessas though it had been partially assigned; provided, however, that no member of the Fox Group shall be required to make any payments (other than as provided for in the underlying Contract) to any third party in connection with the foregoing; provided, further, that Fox shall obtain Ainge’s express written consent (such consent not to be unreasonably withheld, conditioned or delayed) prior to agreeing to any waiver, amendment, modification or termination under any such Fox Shared Contract if such waiver, amendment, modification or termination would have the effect of limiting or restricting the rights or interests of, or increasing the costs to, a member of the Newco Group or the applicable members Direct Sales Entity (or the applicable Subsidiary of a Direct Sales Entity), under such Fox Shared Contract. Newco shall cooperate with Fox in connection with the entering into of any new agreement or partial assignment. The obligations set forth in the first sentence of this Section 1.8(c)(i) regarding Fox use of reasonable best efforts to separate and assign Fox Shared Contracts shall terminate on the eighteen (18) month anniversary of the WPX Group will assume Closing Date, and discharge (or promptly reimburse WMB for) the obligations and liabilities under set forth in the relevant WMB Shared Contracts associated with remainder of this Section 1.8(c)(i), including the benefits and rights so made available obligations of Fox to themuse reasonable best efforts to provide for alternative arrangements, shall survive for the duration of the term of the applicable Contract (without any obligation to renew or extend). (bii) At Newco (including on behalf of the written request of WMB, WPX will, and will cause other members of the WPX Newco Group) shall use reasonable best efforts to separate and cause the applicable member of the Fox Group toto enter into new agreements with the counterparties to the Newco Shared Contracts prior to the Separation, so that the Fox Group will be entitled to the rights and interests of, and will be subject to the Liabilities under, such Newco Shared Contract to the extent not related to the A&S Business. Upon such separation of a Newco Shared Contract, the separated Contract that is related to the A&S Business will be a Newco Contract and the other separated Contract will be an Excluded Asset. To the extent that Newco is unable or the counterparties are unwilling to enter into agreements with respect to any Newco Shared Contract, Newco (or the applicable member of the Newco Group) will partially assign the non-A&S Business functions to Fox in the manner agreed to by the Parties (but only if such Newco Shared Contract is assignable) and in the event that such partial assignment is not permitted by the terms of the applicable WPX Newco Shared Contract and or consented to by the applicable lawcounterparty, make available Newco shall use reasonable best efforts to WMB or provide for an alternative arrangement so that the applicable members member of the WMB Fox Group will have the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under burdens of such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Newco Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Businessas though it had been partially assigned; provided, however, that no member of the Newco Group shall be required to make any payments (other than as provided for in the underlying Contract) to any third party in connection with the foregoing; provided, further, that Newco shall obtain Fox’s written consent (such consent not to be unreasonably withheld, conditioned or delayed) prior to agreeing to any waiver, amendment, modification or termination under any such Newco Shared Contract if such waiver, amendment, modification or termination would have the effect of limiting, restricting the rights or interests of, or increasing the costs to, the Fox Group under such Newco Shared Contract. Fox shall cooperate with Newco in connection with the entering into of any new agreement or partial assignment. The obligations set forth in the first sentence of this Section 1.8(c)(ii) regarding Newco’s use of reasonable best efforts to separate and assign Newco Shared Contracts shall terminate on the eighteen (18) month anniversary of the Closing Date, and the obligations set forth in the remainder of this Section 1.8(c)(ii), including the obligations of Newco to use reasonable best efforts to provide for alternative arrangements, shall survive for the duration of the term of the applicable members of the WMB Group will assume and discharge Contract (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (c) The parties’ rights and obligations pursuant to this Section 2.5 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s without any obligation to effect the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB Shared Contract renew or WPX Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 is no longer permitted thereunderextend).

Shared Contracts. The parties (i) Prior to the Closing, DevCo shall, and shall cause its Subsidiaries (including members of the DevCo Group) to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause its Subsidiaries (including members of the DevCo Group) to enter into, with each third party to a Shared Contract, either (A) a separate contract or agreement in a form reasonably acceptable to DevCo and SpinCo (a “New SpinCo Contract”) that allocates the rights and obligations of DevCo and its Subsidiaries under each Shared Contract as between the DevCo Business, on the one hand, and the SpinCo Business, 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 a form reasonably acceptable to DevCo and SpinCo effective as of the Effective Time (the “Partial Assignments and Releases”) that (x) assigns the rights and obligations under such Shared Contract solely to the extent related to the SpinCo Business and arising after the Effective Time to the SpinCo Group and (y) releases the DevCo Group from all liabilities or obligations with respect to the SpinCo Business that arise after the Effective Time. Any New SpinCo Contracts that relate to the SpinCo Business (the “SpinCo Business Contracts”) shall be entered into by one or more members of the SpinCo Group effective as of the Effective Time and shall allocate to SpinCo or other member of the SpinCo Group all rights and obligations of DevCo and its Subsidiaries (other than members of the SpinCo Group) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the SpinCo Business and arise after the Effective Time. All purchase commitments under the Shared Contracts shall be allocated under the SpinCo Business Contracts or the Partial Assignments and Releases as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the DevCo Group and the SpinCo Group. In connection with the entering into of New SpinCo Contracts, the Parties shall use their reasonable best efforts to ensure that members of the DevCo Group are released by the third party with respect to all liabilities and obligations relating to the SpinCo Business and arising after the Effective Time. (ii) In the event that any third party under a Shared Contract does not agree to enter into a New SpinCo Contract or Partial Assignment and Release consistent with this Section 2.1(f), the Parties shall in good faith seek 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 by any member of the DevCo Group). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which SpinCo and its Subsidiaries would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Effective Time, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof) or under which members of the DevCo Group would, upon the request of SpinCo, enforce for the benefit (and at the expense) of the SpinCo Group any and all of DevCo’s and its Subsidiaries’ rights against such third party under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof), and the DevCo Group would promptly pay to the SpinCo Group when received all monies received by them (net of any applicable Taxes imposed on the DevCo Group) under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof). (iii) With respect to Liabilities pursuant to, under or relating to a given Shared Contract relating to occurrences from and after the Effective Time, such Liabilities shall, unless otherwise allocated pursuant to this Agreement, be allocated between the DevCo Group and the SpinCo Group as follows: (aA) At If a Liability is incurred exclusively in respect of the written request SpinCo Business or exclusively in respect of WPXthe DevCo Business, WMB willsuch Liability shall be allocated to SpinCo or its applicable Subsidiary (in respect of the SpinCo Business) or DevCo or its applicable Subsidiary (in respect of the DevCo Business); and (B) If a Liability cannot be so allocated under clause (A) above, such Liability shall be allocated to the DevCo Group or the SpinCo Group, 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 Effective Time, measured as of the date of the allocation) by the DevCo Business or the SpinCo Business under the relevant Shared Contract. Notwithstanding the foregoing, each of the DevCo Group and the SpinCo Group shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 2.1(f) otherwise pertains. (iv) If DevCo or any of its Subsidiaries, on the one hand, or SpinCo or any of its Subsidiaries, on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, DevCo will cause the DevCo Group to use, and SpinCo will cause the SpinCo Group to use, their respective reasonable best efforts to deliver such benefit or payment to the other members of Party. (v) From the WMB Group todate hereof until the Effective Time, and during the twelve (12)-month period immediately following the Effective Time, DevCo and SpinCo shall use commercially reasonable efforts to cooperate to obtain the Third-Party Consents. Neither DevCo nor SpinCo shall have any Liability whatsoever for failure to obtain any Third-Party Consent, except to the extent permitted that such failure results from a failure to use commercially reasonable efforts as required by the applicable WMB Shared Contract and applicable law, make available to WPX or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX Business; provided, however, that the applicable members of the WPX Group will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of WMB, WPX will, and will cause other members of the WPX Group to, to the extent permitted by the applicable WPX Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (c) The parties’ rights and obligations pursuant to this Section 2.5 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB Shared Contract or WPX Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 is no longer permitted thereunder2.1(f)(v).

Shared Contracts. The parties agree Commercial Contracts that are partly associated with the EL Business and partly with other businesses of the Sellers or their affiliates (the “Shared Contracts”) are set out in Part I of Appendix 8. The Sellers shall use their best efforts to have, in close cooperation with the Purchaser, all Shared Contracts divided as follows: (a) At soon as practicable after Closing, by agreeing upon and documenting with the written request counterparty an appropriate separation of WPXthe rights and obligations associated with the EL Business and the rights and obligations associated with other businesses of the Sellers or their affiliates. Until a division of a Shared Contract is agreed and documented by all relevant parties, WMB willthe Parent Company or the Subsidiary shall remain a party to the Shared Contracts, and the Sellers shall give all reasonable assistance to the Purchaser, at the Purchaser’s request, to exercise or enforce the rights and perform the obligations associated with the EL Business under the Shared Contracts. Without limiting the foregoing, until such division is achieved, the Sellers shall without delay communicate to the Purchaser any customer orders and other orders for delivery of EL Business products as well as all enquiries relating to the EL Business under the Shared Contracts, and the Parties shall agree upon the arrangement whereby the Shared Contract, for the relevant part pertaining to the EL Business, will cause other members be performed by the Purchaser (at the cost and for the benefit of the WMB Group toPurchaser but formally in the name of the Sellers). If a Shared Contract relates to supplies, deliveries or services to the Sellers, the Purchaser shall have the benefit of all outstanding orders relating to the EL Business under such Shared Contracts (a non-exclusive listing of such orders set out in Appendix 2, sheets Open PO’s Espoo and Open PO’s Beaverton), and shall, pursuant to Section 4.2, pay, to the extent permitted by required to be paid after the applicable WMB Transfer Date, the trade accounts payable set out in Appendix 9. Until a division of such Shared Contract and applicable lawhas been achieved, make available to WPX or applicable members the Sellers shall facilitate that the Purchaser may (at the cost of the WPX Group Purchaser but formally in the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX Business; provided, however, that the applicable members name of the WPX Group will assume Sellers) order products and discharge (or promptly reimburse WMB for) otherwise enforce the obligations and liabilities under the relevant WMB Shared Contracts rights associated with the benefits and rights so made available to them. (b) At the written request of WMB, WPX will, and will cause other members of the WPX Group to, to the extent permitted by the applicable WPX Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights EL Business under such WPX Shared Contracts Contracts. If there are specifically provided pursuant to an Ancillary Agreement) other contracts (than those identified in Part 1 of Appendix 8), which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts partly associated with the benefits EL Business and rights so made available to them. (c) The parties’ rights and obligations pursuant to this Section 2.5 will terminate partly with other businesses of the Sellers or their affiliates, upon request of the earliest to occur of (i) Purchaser the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) above principles shall be applied with respect to any WMB Shared Contract or WPX Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 is no longer permitted thereundercontracts.

Shared Contracts. The parties agree as follows: (a) At Within thirty (30) calendar days after the written request date hereof, the Company may deliver an updated Schedule 6.15 that sets forth a correct and complete list of WPX, WMB will, and will cause other members of the WMB Group to, to the extent permitted by the applicable WMB Shared Contracts. A Shared Contract and applicable law, make available that is added to WPX or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided Schedule 6.15 pursuant to an Ancillary Agreement) which are substantially equivalent this Section 6.15 is referred to the benefits and rights enjoyed by the WMB Group under each WMB herein as a “Supplemental Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX Business; provided, however, that the applicable members of the WPX Group will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated with the benefits and rights so made available to themContract.” (b) At The Company and Purchaser shall use their Commercially Reasonable Efforts to arrange for Purchaser to enter into a new Contract with the written request of WMBapplicable Third Party to each Shared Contract, WPX will, which new Contract contains the terms and will cause other members conditions applicable to the Business as of the WPX Group to, date hereof with respect to the extent permitted by the applicable WPX such Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to themContract. (c) The parties’ rights In the event a new Contract is not entered into prior to the Closing as contemplated by Section 6.15(b), from and obligations pursuant after the Closing, the Company and Purchaser shall, and shall cause their respective Affiliates to, use Commercially Reasonable Efforts to this Section 2.5 will terminate upon develop a mutually agreeable arrangement (including by way of amendment or addition of services to the earliest to occur of Transition Services Agreement) under which (i) Purchaser would obtain the Distribution Datebenefits and assume the obligations under such Shared Contract to the extent applicable to the Business, including by sub-contracting, sub-licensing, or sub-leasing to Purchaser (such portion of such Liabilities, the “Purchaser Portion of the Shared Contract Liabilities” and the remainder of such Liabilities under such Shared Contract, the “Company Portion of the Shared Contract Liabilities”) or (ii) the termination such portion of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB such Shared Contract would be held, as of and from the Closing Date, by the Company or WPX Shared Contract its applicable Subsidiary in particulartrust for Purchaser and the covenants and obligations thereunder would be performed by Purchaser in the Company’s or such Subsidiary’s name and all benefits, such time that obligations and Liabilities existing thereunder to the arrangement pursuant extent applicable to this Section 2.5 is no longer permitted thereunderthe Business would be for Purchaser’s account.

Shared Contracts. The parties agree Except as follows: otherwise agreed by Seller and Buyer or as otherwise provided in this Agreement or any other Transaction Agreement (a) At the written request of WPX, WMB will, and will cause other members of the WMB Group to, to the extent permitted by the applicable WMB Shared Contract and applicable law, make available to WPX or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX Business; provided, however, that the applicable members of the WPX Group will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of WMB, WPX will, and will cause other members of the WPX Group to, to the extent permitted by the applicable WPX Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (c) The parties’ rights and obligations pursuant to this Section 2.5 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) including with respect to any WMB Shared Contracts that relate to services to be provided under the Transition Services Agreement), until the earlier of 12 months following the Closing Date and 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 respective Affiliates to) use Commercially Reasonable Efforts to, at no cost to Seller or its Affiliates, obtain or structure an arrangement for Buyer or its applicable Affiliates to receive the rights and benefits, and bear the obligations and burdens, of such portion of any such Shared Contract that relates to the Business and is allocated to the Company Group in accordance with this Section 5.18. Each such arrangement shall provide Buyer with the ability to direct Seller or its applicable Affiliate to undertake any action or not undertake any action with respect to the underlying Shared Contract solely as it relates to the Business; provided that Seller and its Affiliates shall not be required to take any action or not take any action that would constitute a breach or other contravention of the rights of any other Person, or be ineffective under or contravene Applicable Law or the applicable Shared Contract or WPX materially and adversely affect the contractual rights of Seller or its Affiliates under such Shared Contract. Buyer shall indemnify and hold harmless Seller and its Affiliates from any and all Damages or other Liabilities arising out of each such arrangement (other than Shared Contractual Liabilities (x) allocated to Seller in accordance with this Section 5.18 or (y) arising out of Seller’s breach of this Section 5.18). Seller shall indemnify and hold harmless Buyer and its Affiliates from any and all Damages or other Liabilities arising out of (x) any breach of any Shared Contract by Seller or its Affiliates or (y) the gross negligence or willful misconduct of Seller or its Affiliates in particularconnection with Seller’s or its Affiliates’ administration of any such arrangement or any Shared Contract. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Shared Contract, such time that Shared Contractual Liabilities shall be allocated between Seller and Buyer as follows: (a) if a Liability is incurred solely in respect of the arrangement pursuant Business or the remainder of Seller’s business (other than the Business), such Liability shall be allocated to this Section 2.5 is no longer permitted thereunderBuyer (in respect of the Business) or Seller (in respect of the reminder of Seller’s business (other than the Business)); and (b) if a Liability cannot be so allocated under clause (a), such Liability shall be allocated to Seller or Buyer, as the case may be, based on the relative proportion of total benefit received by the Business and the reminder of Seller’s business (other than the Business) under the relevant Shared Contract.

Shared Contracts. The parties agree as follows: (a) At the written request of WPX, WMB willSeller shall, and will shall cause other members its Subsidiaries to, use their commercially reasonable efforts to, as reasonably requested by Purchaser, (i) cause the counterparty to any Shared Contract listed on Schedule 7.26(a) (each an “Operating Shared Contract” and collectively the “Operating Shared Contracts”) to enter into a new contract with the Company Group Entities, on terms substantially similar (taking into account the difference in size and bargaining power of Seller and Company Group) to those applicable to the Business in such Operating Shared Contract including with respect to pricing, in order for the Business to receive the applicable benefits under such Operating Shared Contract (each such new contract, a “New Contract”) or (ii) split the respective rights under any Operating Shared Contract such that, effective at or prior to the Closing, (A) the Company Group shall be the assigned beneficiary of the WMB Group to, rights under such Operating Shared Contract to the extent permitted by such rights relate to the applicable WMB Shared Contract Business, and applicable law, make available to WPX or applicable members (B) the relevant Seller Group Member shall remain the beneficiary of the WPX remaining rights under such Operating Shared Contract. (b) With respect to Shared Contracts (other than Operating Shared Contracts for which a New Contract was obtained or were otherwise assigned or Shared Contracts for services that are addressed in the Transition Services Agreement), for a period of twelve (12) months following the Closing, Seller, Purchaser and their respective Subsidiaries shall use commercially reasonable efforts to cause such counterparty to enter into a New Contract or assign to the Company Group the benefits under such Shared Contract as they relate to the Business and rights until the earlier of (A) eighteen (18) months after the Closing, (B) such time as a New Contract is executed or such Shared Contract is so assigned, and (C) the expiration of such Shared Contract’s current term to the extent the same is not renewed or extended by Seller (in Seller’s sole discretion), Seller and Purchaser shall use and shall cause their Subsidiaries to use commercially reasonable efforts to secure an alternative arrangement reasonably satisfactory to the parties under which the WMB Shared Contracts (except where Business would, in compliance with applicable Law, obtain the benefits or rights under such WMB (and pay the liabilities that constitute Assumed Liabilities solely with respect thereto) associated with the applicable Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPXContract, but solely to the extent such benefits relate to the WPX Business; provided, however, that the applicable members of the WPX Group will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated with the benefits and rights so made available to themconstitute Business Assets. (b) At the written request of WMB, WPX will, and will cause other members of the WPX Group to, to the extent permitted by the applicable WPX Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (c) The parties’ rights and obligations pursuant to this Section 2.5 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB Shared Contract or WPX Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 is no longer permitted thereunder.

Shared Contracts. The parties agree as follows: (a) At Each of the written request Seller and the Purchaser acknowledge that Seller and its Affiliates (including the Acquired Companies) are parties to certain Shared Contracts (other than Contracts with respect to off-the-shelf, shrink-wrap, click-wrap, or other readily commercially available arrangements that are expressly the subject of WPXservices provided under the Transition Services Agreement) (the “Applicable Shared Contracts”). Seller, WMB willon the one hand, and will cause Purchaser, on the other members of hand, shall cooperate with each other and use their respective commercially reasonable efforts (w) to notify the WMB Group tothird party that is the counterparty to each Shared Contract and, to the extent permitted reasonably within the contractual control of Seller or Purchaser or their respective Subsidiaries, as the case may be, to cause the Applicable Shared Contract to be apportioned (including by seeking the consent of such counterparty to enter into a new contract or amendment, splitting or assigning in relevant part such Applicable Shared Contract) between the applicable WMB Acquired Company, on the one hand, and the Seller or its applicable Subsidiary (other than the applicable Acquired Companies), on the other hand, pursuant to which Seller and/or its Subsidiaries (other than the applicable Acquired Companies) will assume all of the rights and obligations under such Shared Contract and applicable law, make available to WPX or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate related to the WPX Retained Businesses, on the one hand, and the applicable Acquired Companies will assume all of the rights and obligations under such Applicable Shared Contract to the extent related to the Business, on the other hand, and (x) to the extent reasonably within the contractual control of Seller or Purchaser or their respective Subsidiaries, in the case of Seller and its Subsidiaries, cause the applicable counterparty to release the Acquired Companies from the obligations of Seller and its Subsidiaries arising after the Closing Date under the portion of the Applicable Shared Contract apportioned to Seller and its Subsidiaries and, in the case of the Acquired Companies, cause the applicable counterparty to release Seller and its Subsidiaries from the obligations of the applicable Acquired Companies arising after the Closing Date under the portion of the Shared Contract apportioned to such Acquired Company. From and after the Effective Date, the Parties shall use commercially reasonable efforts to take actions reasonably necessary to allocate rights and obligations under such Applicable Shared Contracts in accordance with the foregoing; provided, however, that (i) in no event shall any party be required to assign (or amend), either in its entirety or in part, any Applicable Shared Contract that is not assignable (or cannot be amended) by its terms without obtaining one or more consents or approvals unless such consents or approvals are obtained and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended, without such consent or approval, the Parties will cooperate and use commercially reasonable efforts to establish an agency type or other similar arrangement intended to both (x) provide the applicable members Acquired Company, to the fullest extent practicable under such Shared Contract, the rights and obligations of those parts to the extent relate to the Business (including by means of any subcontracting, sublicensing or subleasing arrangement) and (y) provide Seller and its Subsidiaries, to the fullest extent practicable under such Shared Contract, the rights and obligations of those parts to the extent related to the Retained Businesses (including by means of any subcontracting, sublicensing or subleasing arrangement). From and after the Closing, (A) the Acquired Companies shall indemnify and hold harmless the Seller and its Subsidiaries for all Liabilities arising from or relating to the portion of any Shared Contract apportioned to the Acquired Companies and (B) the Seller shall indemnify and hold harmless Purchaser and its Subsidiaries (including the Acquired Companies) for all Liabilities arising from or relating to the portion of any Shared Contract apportioned to Seller and its Subsidiaries. For the avoidance of doubt, each of the WPX Group will assume Seller and discharge the Purchaser shall be entitled to indemnification from the other for the portion of any Liability or obligation arising from any breach of the relevant Applicable Shared Contract by the other Party (or promptly reimburse WMB for) its Subsidiary). With respect to the obligations and liabilities Shared Contracts that are Contracts with respect to off-the-shelf, shrink-wrap, click-wrap, or other readily commercially available arrangements that are expressly the subject of services provided under the relevant WMB Transition Services Agreement, the treatment of such Shared Contracts associated shall be made in accordance with the benefits Transition Services Agreement and rights so made available if such treatment is not specifically addressed by the Transition Services Agreement, such Shared Contracts shall be treated pursuant to themthis Section 5.16; provided, that the Parties shall discuss in good faith whether it would be more cost efficient for both parties for the Acquired Companies to obtain its own separate relationship with the applicable counterparty. (b) At the written request of WMB, WPX will, and will cause other members of the WPX Group to, Notwithstanding anything in this Section 5.16 to the extent permitted contrary, no Party shall be obligated to take any Non-Required Action in order to obtain any Consents of third parties contemplated by the applicable WPX Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (c) The parties’ rights and obligations pursuant to this Section 2.5 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB Shared Contract or WPX Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 is no longer permitted thereunder5.16.

Shared Contracts. The parties agree (a) Shared Contractual Liabilities pursuant to, under or directly relating to Shared Contracts shall, unless otherwise allocated pursuant to Section 5.16(a) of the Seller’s Disclosure Schedule, this Agreement, a Local Asset Transfer Agreement, a Local Purchase Agreement or a Related Agreement, be allocated between DuPont and Buyer as follows: (ai) At the written request of WPX, WMB will, and will cause other members If a Liability is incurred exclusively in respect of the WMB Group toDPC Business or the Excluded Businesses, such Liability shall be allocated to Buyer (in respect of the extent permitted DPC Business) or DuPont (in respect of the Excluded Businesses); (ii) If a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to DuPont or Buyer, as the case may be, based on the relative proportions of total economic 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 WMB Shared Contract and applicable law, make available to WPX DPC Business or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX Business; provided, however, that the applicable members of the WPX Group will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities Excluded Business under the relevant WMB Shared Contracts associated with Contract. Notwithstanding the benefits foregoing, each of DuPont and rights so made available Buyer shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to themwhich this Section 5.16 otherwise pertains. (b) At If DuPont or any Retained Subsidiary, on the written request one hand, or Buyer or any of WMBits Subsidiaries (including the Transferred DPC Companies and their Subsidiaries), WPX willon the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, DuPont and Buyer will use their respective reasonable best efforts to, and will to cause other members of the WPX Group their respective Subsidiaries to, deliver such benefit or payment to the extent permitted by the applicable WPX Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to themother party. (c) Notwithstanding anything to the contrary herein, the parties agree that the Shared Contracts listed on Section 5.16(c)(i) of the Seller’s Disclosure Schedule shall not be deemed to be DPC 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 5.16(c)(ii) of the Seller’s Disclosure Schedule, be separated into separate Contracts between the appropriate third party and either the Excluded Businesses or the DPC Business. The parties’ rights parties agree to cooperate and obligations pursuant provide reasonable assistance prior to this Section 2.5 will terminate upon the earliest Closing (with no obligation on the part of either party to occur pay any costs or fees with respect to such assistance) in effecting the separation of (i) such Shared Contracts. Notwithstanding anything to the Distribution Datecontrary herein, (ii) without the termination prior written consent of WMB’s obligation to effect Buyer, no Transferred DPC Company, any Subsidiary of the Distribution pursuant to Section 9.1, and (iii) Transferred DPC Companies or any Joint Venture or any of its Subsidiaries shall enter into any new Shared Contract after the date hereof or any separate Contract with respect to any WMB or all of the Shared Contracts set forth on Section 5.16(c)(ii) of the Seller’s Disclosure Schedule to the extent that such new or separate Contract (x) is a sourcing Contract containing “take or WPX Shared Contract pay” obligations of such Transferred DPC Company, Joint Venture or respective Subsidiary thereof or (y) requires payment of any costs by such Transferred DPC Company, Joint Venture or respective Subsidiary thereof to terminate such separate Contract. (d) As used in particular, such time that the arrangement pursuant to this Section 2.5 is no longer permitted thereunder5.16, Buyer’s Subsidiaries shall include the Transferred DPC Companies and their Subsidiaries and the Joint Ventures.

Shared Contracts. The parties agree as follows: (a) At the written request of WPXFIS, WMB FNF will, and will cause other members of the WMB FNF Group to, to the extent permitted by the applicable WMB Shared Contract and applicable law, make available to WPX FIS or applicable members of the WPX FIS Group the benefits and rights under the WMB FNF Shared Contracts (except where the benefits or rights under such WMB FNF Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are at least substantially equivalent to the benefits and rights enjoyed by the WMB FNF Group under each WMB FNF Shared Contract for which such request is made by WPXFIS, to the extent such benefits relate to the WPX Transferred Business; provided, however, that the applicable members of the WPX FIS Group will assume and discharge (or promptly reimburse WMB FNF for) the obligations and liabilities under the relevant WMB FNF Shared Contracts associated with the benefits and rights so made available to them. FNF and FIS agree that all costs and expenses associated with or resulting from the actions undertaken pursuant to this Section 2.7(a), including the payment of any underlying license fees and any costs associated with any FNF Shared Contract as a result of the actions of the FNF Group due to the operation of this Section 2.7(a), shall be borne by FIS. (b) At the written request of WMBFNF, WPX FIS will, and will cause other members of the WPX FIS Group to, to the extent permitted by the applicable WPX Shared Contract and applicable law, make available to WMB FNF or applicable members of the WMB FNF Group the benefits and rights under the WPX FIS Shared Contracts (except where the benefits or rights under such WPX FIS Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are at least substantially equivalent to the benefits and rights enjoyed by the WPX FIS Group under each WPX FIS Shared Contract for which such request is made by WMBFNF, to the extent such benefits relate to the WMB FNF Business; provided, however, that the applicable members of the WMB FNF Group will assume and discharge (or promptly reimburse WPX FIS for) the obligations and liabilities under the relevant WPX FIS Shared Contracts associated with the benefits and rights so made available to them. FNF and FIS agree that all costs and expenses associated with or resulting from the actions undertaken pursuant to this Section 2.7(b), including the payment of any underlying license fees and any costs associated with any FIS Shared Contracts as a result of the actions of the FIS Group due to the operation of this Section 2.7(b), shall be borne by FNF. (c) The parties’ ' rights and obligations pursuant to this Section 2.5 2.7 will terminate upon the earliest to occur of (i) the Distribution Date, Date and (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1), and (iii) with respect to any WMB FNF Shared Contract or WPX FIS Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 2.7 is no longer permitted thereunder.

Shared Contracts. The parties agree as follows: (a) At the written request of WPXeCOST, WMB PC Mall will, and will cause other members of the WMB PC Mall Group to, to the extent permitted by the applicable WMB PC Mall Shared Contract and applicable law, make available to WPX eCOST or applicable members of the WPX eCOST Group the benefits and rights under the WMB PC Mall Shared Contracts (except where the benefits or rights under such WMB PC Mall Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB PC Mall Group under each WMB PC Mall Shared Contract for which such request is made by WPXeCOST, to the extent such benefits relate to the WPX eCOST Business; provided, however, that the applicable members of the WPX eCOST Group will assume and discharge (or promptly reimburse WMB PC Mall for) the obligations and liabilities under the relevant WMB PC Mall Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of WMBPC Mall, WPX eCOST will, and will cause other members of the WPX eCOST Group to, to the extent permitted by the applicable WPX eCOST Shared Contract and applicable law, make available to WMB PC Mall or applicable members of the WMB PC Mall Group the benefits and rights under the WPX eCOST Shared Contracts (except where the benefits or rights under such WPX eCOST Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX eCOST Group under each WPX eCOST Shared Contract for which such request is made by WMBPC Mall, to the extent such benefits relate to the WMB PC Mall Business; provided, however, that the applicable members of the WMB PC Mall Group will assume and discharge (or promptly reimburse WPX eCOST for) the obligations and liabilities under the relevant WPX eCOST Shared Contracts associated with the benefits and rights so made available to them. (c) . The parties’ rights and obligations pursuant to this Section 2.5 2.6 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMBPC Mall’s obligation to effect the Distribution pursuant to Section 9.1Article XII, and (iii) with respect to any WMB PC Mall Shared Contract or WPX eCOST Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 2.6 is no longer permitted thereunder.

Shared Contracts. The parties Parties agree as follows: (a) At the written request of WPXeCOST, WMB PC Mall will, and will cause other members of the WMB PC Mall Group to, to the extent permitted by the applicable WMB PC Mall Shared Contract and applicable law, make available to WPX eCOST or applicable members of the WPX eCOST Group the benefits and rights under the WMB PC Mall Shared Contracts (except where the benefits or rights under such WMB PC Mall Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB PC Mall Group under each WMB PC Mall Shared Contract for which such request is made by WPXeCOST, to the extent such benefits relate to the WPX eCOST Business; provided, however, that the applicable members of the WPX eCOST Group will assume and discharge (or promptly reimburse WMB PC Mall for) the obligations and liabilities under the relevant WMB PC Mall Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of WMBPC Mall, WPX eCOST will, and will cause other members of the WPX eCOST Group to, to the extent permitted by the applicable WPX eCOST Shared Contract and applicable law, make available to WMB PC Mall or applicable members of the WMB PC Mall Group the benefits and rights under the WPX eCOST Shared Contracts (except where the benefits or rights under such WPX eCOST Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX eCOST Group under each WPX eCOST Shared Contract for which such request is made by WMBPC Mall, to the extent such benefits relate to the WMB PC Mall Business; provided, however, that the applicable members of the WMB PC Mall Group will assume and discharge (or promptly reimburse WPX eCOST for) the obligations and liabilities under the relevant WPX eCOST Shared Contracts associated with the benefits and rights so made available to them. (c) . The parties’ rights and obligations pursuant to this Section 2.5 2.6 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMBPC Mall’s obligation to effect the Distribution pursuant to Section 9.1Article XII, and (iii) with respect to any WMB PC Mall Shared Contract or WPX eCOST Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 2.6 is no longer permitted thereunder.

Shared Contracts. The parties agree as follows: (a) At Seller and Purchaser acknowledge that Seller and/or its Subsidiaries are parties to certain Contracts that relate in part to both (i) the written request of WPX, WMB will, and will cause other members operations or conduct of the WMB Group toFluids Business and (ii) the operations or conduct of the Non-Fluids Businesses, including those set forth on Schedule 5.12, but none of which are Contracts with a Top Customer or Top Supplier (collectively, the “Shared Contracts”); provided that in no event shall the Shared Contracts include any Contract that (A) is a master terms agreement, or similar agreement, whose terms are incorporated by reference in a service or purchase order or similar document, in each case, related to the Fluids Business or (B) is a Contract solely between the Seller and/or any of the Non-Fluids Subsidiaries. Subject to applicable Law, unless the Seller or its applicable Non-Fluids Subsidiary and Purchaser otherwise agree or the benefits of any Shared Contract described in this Section 5.12 are otherwise expressly conveyed to the applicable party pursuant to this Agreement or any other Transaction Document, for a period of twelve (12) months after the Closing Date, Seller or its applicable Non-Fluids Subsidiary and Purchaser shall reasonably cooperate with each other to cause each Shared Contract (other than any Shared Contract that is immaterial to the Fluids Business) to 62 be apportioned (including by using their respective commercially reasonable efforts to obtain the consent 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 Non-Fluids Subsidiary and Purchaser (or a Fluids Entity), pursuant to which Seller or its applicable Non-Fluids Subsidiary will assume all of the rights and obligations under such Shared Contract to the extent permitted by primarily related to the applicable WMB Non-Fluids Businesses, on the one hand, and Purchaser (or a Fluids Entity) will assume all of the rights and obligations under such Shared Contract and applicable law, make available to WPX or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate primarily related to the WPX Fluids Business; provided, howeveron the other hand. From and after the Closing, that the applicable members of the WPX Group will assume and discharge (1) Purchaser (or promptly reimburse WMB fora Fluids Entity) shall reimburse, indemnify and hold harmless Seller and its Affiliates against all Losses arising from or relating to the obligations portion of any Shared Contract apportioned to the Fluids Business and liabilities under (2) Purchaser and its Affiliates shall not extend the relevant WMB term or otherwise amend the terms of any Shared Contracts associated with Contract in a manner that would adversely affect Seller or any of its Non-Fluids Subsidiaries without prior written consent of Seller (in its sole discretion). From and after the benefits Closing, (1) Seller shall reimburse, indemnify and rights so made available hold harmless Purchaser and its Affiliates against all Losses arising from or relating to themthe portion of any Shared Contract apportioned to the Non-Fluids Business and (2) 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 Purchaser or any of its Non-Fluids Subsidiaries without prior written consent of Purchaser (in its sole discretion). (b) At Notwithstanding anything in this Agreement to the written request contrary, without limiting the obligations of WMBSeller under the Transition Services Agreement, WPX willany apportionment to Purchaser of any Shared Contract that shall require the consent of a third party shall be made subject to such consent being obtained, and will cause other members of the WPX Group to, Seller and its Subsidiaries shall not be required to the extent permitted by the applicable WPX Shared Contract and applicable law, make available agree to WMB any arrangement or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated take any action in connection with the benefits and rights so made available to them. (cmatters contemplated by Section 5.12(a) The parties’ rights and obligations pursuant to this Section 2.5 will terminate upon the earliest to occur of that would (i) constitute a breach or other contravention of the Distribution Date, express terms of any Shared Contract or (ii) be reasonably likely to subject Seller or the termination of WMB’s obligation Non-Fluids Subsidiary party thereto, to effect the Distribution pursuant to Section 9.1civil or criminal liability, and or (iii) with respect require Seller or the Non-Fluids Subsidiary party thereto to pay or commit to pay any WMB Shared Contract amount, or WPX Shared Contract in particulargrant any financial accommodation (including any requirements for the securing or posting of any bonds, such time that letters of credit or similar instruments or the arrangement pursuant to this Section 2.5 is no longer permitted thereunderfurnishing of any guarantees) to, or commence any proceeding against any Person.

Shared Contracts. The parties (a) Buyer acknowledges that Dublin or its Subsidiaries are party to certain Contracts (including sales orders and purchase orders) that relate both to the Business (other than in a de minimis respect) and one or more of the Excluded Dublin Businesses (other than in a de minimis respect) (each, including those listed on Section 5.10(a) of the Dublin Disclosure Schedule, but excluding (x) the Prior Transaction Agreements (other than Severable Prior Transaction Agreements), (y) any Contract solely among Dublin and its Subsidiaries and (z) Contracts that are IT Assets, a “Shared Contract”). Prior to the Closing, and until the expiration or termination date of the applicable Shared Contract, each of Dublin and Buyer shall, and shall cause their respective Subsidiaries to, use their respective commercially reasonable efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Subsidiaries to, enter into with, each third party to a Shared Contract, either (i) a separate contract or agreement (a “New Contract”) that allocates the rights and obligations of Dublin and its Subsidiaries under each such Shared Contract as between the Business, on the one hand, and the Excluded Dublin Businesses, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract (or on terms that are otherwise reasonably acceptable to Buyer and Dublin), or (ii) a contract or agreement effective as of the Closing (the “Partial Assignments and Releases”) that (A) assigns the rights and obligations of Dublin or its applicable Affiliates under such Shared Contract solely to the extent related to the Business and arising after the Closing to Buyer and its applicable Subsidiaries and (B) releases Dublin and its Subsidiaries, and Buyer and its Affiliates (including the Transferred Subsidiaries), as applicable, from all liabilities or obligations with respect to the Business or the Excluded Dublin Businesses, respectively, that arise after the Closing (or on terms that are otherwise reasonably acceptable to Buyer and Dublin). Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by Buyer or one of its Subsidiaries effective as of the Closing and shall allocate to Buyer or such Subsidiary (as applicable) all rights and obligations of Dublin and its Subsidiaries (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 Excluded Dublin Businesses, on the other hand, in an equitable manner that is mutually and reasonably agreed to by Dublin and Buyer. In connection with the entering into of New Business Contracts, the Parties shall use their commercially reasonable efforts to negotiate that Dublin and its Subsidiaries, and Buyer and its Affiliates (including the Transferred Subsidiaries), as applicable, are released by the third party with respect to all liabilities and obligations to the extent related to the Business or the Excluded Dublin Businesses, respectively, and arising after the Closing. (b) 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 Section 5.10(a), the Parties shall until the expiration or termination date of the applicable Shared Contract, cooperate 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 Dublin or any of its Subsidiaries (or Buyer or its Affiliates) and the applicable member of Dublin or any of its Subsidiaries (or its Affiliates) receiving rights and benefits, and bearing liabilities and obligations, to the extent related to its respective business (provided that such arrangements shall not result in a breach or violation of such Shared Contract by Dublin or its Subsidiaries). Such alternative arrangements may include a subcontracting, sublicensing, subleasing or other similar arrangement under which Buyer and its applicable Subsidiaries 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 applicable portion thereof) and under which Dublin and its Subsidiaries would, upon the request of Buyer, enforce for the benefit (and at the expense) of Buyer and its Subsidiaries any and all of Dublin’s and its Subsidiaries’ rights against such third party under such Shared Contract solely to the extent related to the Business (or applicable portion thereof), and Dublin and its Subsidiaries would promptly pay to Buyer and its applicable Subsidiaries when received all monies received by them (net of any applicable Taxes imposed on Dublin and its Subsidiaries) from time to time under such Shared Contract solely to the extent related to the Business (or applicable portion thereof). (c) 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 or a Partial Assignment and Release has 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 Acquisition Document, be allocated between Dublin and Buyer as follows: (ai) At the written request of WPXIf a Liability is incurred, WMB willor if a right or benefit is obtained, and will cause other members exclusively in respect of the WMB Group toBusiness or exclusively in respect of the Excluded Dublin Businesses, such Liability, right or benefit shall be allocated to Buyer or its applicable Subsidiary (including the Transferred Subsidiaries) (in respect of the Business) or Dublin or its applicable Subsidiary (in respect of the Excluded Dublin Businesses); (ii) If a Liability, right or benefit cannot be so allocated under clause (i) above, such Liability, right or benefit shall be allocated to Dublin or Buyer or one or more of their respective 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 Business or the Excluded Dublin Businesses (as applicable) under the relevant Shared Contract. Notwithstanding the foregoing, each of Dublin and Buyer shall be responsible for any or all Liabilities to the extent permitted by related to, resulting from, or arising out of its (or its Subsidiaries’, including, with respect to Buyer and the applicable WMB Transferred Subsidiaries) direct or indirect breach of, or actions under, the relevant Shared Contract to which this Section 5.10 otherwise pertains. (d) If Dublin or any of its Subsidiaries, on the one hand, or Buyer or any of its Subsidiaries (including the Transferred Subsidiaries), on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, Dublin and applicable lawBuyer will use their respective commercially reasonable efforts to, make available and to WPX cause their respective Subsidiaries to (including, with respect to Buyer, the Transferred Subsidiaries), deliver such benefit or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent payment to the benefits other Party. (e) None of Dublin, any Transferred Subsidiary or their 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 Person to (x) obtain any New Contract or Partial Assignment and rights enjoyed Release with respect to any Shared Contract, as the case may be, or (y) obtain any Regulatory Approvals necessary to enter into an acceptable alternative arrangement contemplated by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX BusinessSection 5.10(b); provided, however, that any Party to which the applicable members benefit of the WPX Group will assume a New Contract, Partial Assignment and discharge (Release or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of WMB, WPX will, and will cause other members of the WPX Group to, to the extent permitted by the applicable WPX Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (c) The parties’ rights and obligations acceptable alternative arrangement would inure pursuant to this Section 2.5 will terminate upon 5.10(e) may request that the earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB Party that is allocated such Shared Contract as an Acquired Asset or WPX Shared Contract Excluded Asset commence litigation, which request shall be considered in particulargood faith by such Party; provided, further, that such time Party’s good faith determination not to commence litigation shall not in and of itself constitute a breach of this Section 5.10(e). (f) Notwithstanding anything to the contrary herein, the Parties agree that the arrangement pursuant Contracts listed on Section 5.10(f) of the Dublin Disclosure Schedule (collectively “Excluded Shared Contracts”) shall not be deemed to be Acquired Assets or Shared Contracts hereunder. (g) The provisions set forth on Section 5.10(g) of the Dublin Disclosure Schedule are hereby incorporated into this Section 2.5 is no longer permitted thereunderAgreement.

Shared Contracts. The parties agree as follows: (a) At the written request of WPX, WMB will, and will cause other members of the WMB Group With respect to Shared Contractual Liabilities pursuant to, under or relating to the extent permitted by the applicable WMB a given Shared Contract and applicable lawContract, make available to WPX or applicable members of the WPX Group the benefits and rights under the WMB such Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, be allocated between the Vitro Entities, on the one hand, and the Acquired Companies, on the other hand, based on the relative proportions of total benefits under the Shared Contract that reasonably can be expected to be received (measured from the date of allocation over the remaining term of the Shared Contract) by the Vitro Entities, on the one hand, and the Acquired Companies, on the other hand. Notwithstanding the foregoing, Sellers and the Acquired Companies shall be responsible for any and all Liabilities arising out of or resulting from their (or their respective Affiliates') breach of the relevant Shared Contract to which this Section 5.08 otherwise pertains, except that 51% of any Liabilities arising out of or resulting from the breach, prior to the Closing Date, by the Acquired Companies of the relevant Shared Contract shall be allocated to Sellers and, solely if all Liabilities required to be disclosed pursuant to any provision of Article III shall in fact have been properly disclosed, 49% of any Liabilities arising out of or resulting from the breach, prior to the Closing Date, by the Acquired Companies of the relevant Shared Contract shall be allocated to Purchasers. (b) The Parties have determined that it is advisable that the Shared Contracts set forth in Section 5.08(b) of the Disclosure Schedule ("Mirrored Shared Contracts") be separated into separate Contracts between the appropriate third party and either the Vitro Entity owning or operating the applicable Excluded Business or the Acquired Companies with respect to Business. Each Seller shall hereafter use commercially reasonable efforts to cause the Mirrored Shared Contracts to be replaced with separate Contracts, preferably effective as of Closing, that (i) have substantially the same terms as the Mirrored Shared Contracts being replaced and (ii) provide that the Acquired Companies shall receive such rights and obligations under a replacement Contract as are substantially equivalent similar to those Contract rights and obligations utilized in the Business, provided, however, that Sellers give no assurances that any such replacement Contracts will be obtained. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation of the Mirrored Shared Contracts prior to the benefits Closing and rights enjoyed by for a period of six months following the WMB Group under each WMB Closing (with no obligation on the part of any Party to pay any costs or fees with respect to such assistance). Prior to Closing, Sellers shall have the principal right and obligation to negotiate the separation of Mirrored Shared Contracts with third party vendors, and Purchasers shall participate directly in such negotiations and have the right to approve the replacement Contract to which the Acquired Companies will be a party after separation. From and after Closing and for a period of six months following the Closing, the Acquired Companies shall have the principal right and obligation to negotiate the separation of Mirrored Shared Contracts with third party vendors, and Sellers shall participate directly in such negotiations and have the right to approve the Contract to which such request is made by WPXSellers will be a party after separation. Subject to Section 5.12(c), Purchasers shall bear 100% of the costs of the third party vendors' fees or other charges arising from or related to the extent such benefits relate to separation of the WPX BusinessMirrored Shared Contracts from and after the date the Closing until the six-month anniversary of the Closing Date; provided, however, that with respect to the applicable members of the WPX Group will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Mirrored Shared Contracts associated identified on Schedule 5.08(b) as "IT/Software Agreements", Purchasers shall bear all licensing fees arising from or related to separation of such Mirrored Shared Contracts up to $100,000, and Purchasers shall bear 49% and Sellers shall bear 51% of such license fees that exceed $100,000, with Sellers' responsibility limited in the benefits and rights so made available aggregate to them$120,000 ("Sellers' Mirrored Shared Contract Fees"). (bc) At If the written request Parties are not able to effect the separation of WMB, WPX will, and will cause other members a Mirrored Shared Contract effective as of the WPX Group toClosing, then, until any such Mirrored Shared Contract is separated, to the extent permitted by permissible under Law and under the applicable WPX terms of such Mirrored Shared Contract, each of the Parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and applicable lawshall promptly reimburse the other Parties for any expenses relating thereto incurred by any other Party or its Affiliates), make available to WMB or applicable members allocated in accordance with Section 5.08(a), (ii) hold in trust for the benefit of the WMB Group other Parties, and shall promptly forward to the other Parties, any monies or other benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided received pursuant to an Ancillary Agreement) which are substantially equivalent such Mirrored Shared Contract relating to the benefits respective businesses of the other Parties (or their respective Affiliates) and rights enjoyed by (iii) endeavor to institute alternative arrangements intended to put the WPX Group under each WPX Parties in substantially the same economic and operational position as if such Mirrored Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Businesswere separated; provided, however, that that, if the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (c) The parties’ rights and obligations pursuant to this Section 2.5 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s obligation Parties are not able to effect the Distribution separation of any Mirrored Shared Contract within six months after the Closing, then Sellers shall have no further obligation to Purchasers, the Acquired Companies or their Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Party (the "Payor Party") to the other Party (the "Payee Party") pursuant to Section 9.1, and (iii5.08(c)(i) with respect may be satisfied at the Payor Party's option by setting off such amounts against any amounts owed to any WMB Shared Contract or WPX Shared Contract in particular, such time that it from the arrangement Payee Party pursuant to this Section 2.5 is no longer permitted thereunder5.08(c)(i).

Shared Contracts. The parties agree Seller shall use its commercially reasonable efforts, prior to the Closing and for a period of no longer than the later of [***] ([***]) months and [***] following the Closing (unless otherwise agreed under the Transition Services Agreement), to cause each Contract set forth on Schedule 5.05, as follows: (a) At the written request of WPX, WMB will, and will cause other members of the WMB Group such Schedule may be updated by Seller not less than three Business Days prior to Closing to include any Contracts that are material to, but not exclusively used in, the Operations and that are entered into by Seller or any of its Affiliates after the date of this Agreement to the extent permitted by Purchaser does not object to such updates, in its reasonable discretion (each such Contract, a “Shared Contract”) to be equitably apportioned (such that the rights and obligations of Purchaser and Seller are separated) through appropriate amendments and new Contracts entered into prior to, on or after the Closing Date so that Purchaser shall be entitled to the economic rights and benefits, and shall be responsible for any related economic burden, relating to the Operations thereunder and Seller or its applicable WMB Affiliate shall be entitled to the economic rights and benefits, and shall be responsible for any related economic burden, relating to the balance of the subject matter of such Shared Contract (including any assets, properties or business not required to be transferred to Purchaser pursuant to this Agreement or any Other Transaction Document). Seller shall consult with Purchaser with respect to the amendment of such Shared Contracts and applicable lawthe negotiation of such new Contracts and, make available with respect to WPX any amended Shared Contract or applicable members new Contract to be assigned to or executed by Purchaser, shall give Purchaser the ability to comment thereon and shall consider in good faith any reasonable comments provided by Purchaser. If any such Shared Contract cannot be so amended (and new Contracts cannot be entered into) within such period, or if either of the WPX Group foregoing would impair the benefits and rights under that either Purchaser or Seller would expect to derive from such amended Shared Contract, then the WMB Shared Contracts (except where Parties shall use their respective commercially reasonable efforts to obtain for Purchaser an arrangement to provide Purchaser with the benefits or rights under of such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract in some other manner, including Seller and Purchaser entering into such lawful and commercially reasonable arrangements to place Purchaser in substantially the same economic and liability position as if such amendments and new Contracts were entered into in accordance with the foregoing (including by entering into sub-contracting, sub-licensing or sub-leasing arrangements for which such request is made by WPX, the benefit of Purchaser or enforcing for the benefit of Purchaser any and all rights of Seller against any Third Party to a Shared Contract to the extent such benefits relate relating to the WPX BusinessOperations); provided, howeversuch arrangement does not infringe upon the legal rights of any Third Party, that the applicable members violate any Law or require Seller or any of the WPX Group will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated with the benefits and rights so made available its Affiliates to them. (b) At the written request of WMBextend any credit, WPX will, and will cause other members of the WPX Group to, to the extent permitted including by the applicable WPX Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract being liable for any order for which Purchaser has not prepaid such request is made by WMB, cost to the extent such benefits relate to the WMB Business; provided, however, that the applicable members Seller. The obligations of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (c) The parties’ rights and obligations Seller pursuant to this Section 2.5 will terminate upon 5.05 shall not extend beyond the earliest to occur remaining term of (i) the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB applicable Shared Contract or WPX Shared Contract in particular, such time that as of the arrangement pursuant to this Section 2.5 is no longer permitted thereunder.Closing Date. ​ ​

Shared Contracts. The parties agree as follows: hereto acknowledge that Seller and its Affiliates (aother than the Transferred Entities) At the written request of WPX, WMB will, are parties to certain contracts and will cause other members agreements set forth on Section 7.10(a) of the WMB Group to, to the extent permitted by the applicable WMB Shared Contract and applicable law, make available to WPX or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits Seller Disclosure Schedules that relate to the WPX Business; provided, however, that the applicable members operations or conduct of the WPX Group business of one or more of the Transferred Entities, but which will assume remain with Seller and discharge its Affiliates (other than the Transferred Entities) after the Closing. In the case of those contracts set forth on Section 7.10(b) of the Seller Disclosure Schedule (collectively, the “Shared Contracts”), the parties shall cooperate with each other and use their respective commercially reasonable efforts (which shall not require any party hereto to pay any money, grant any concession or promptly reimburse WMB forprovide any other consideration to any Person in connection therewith) to obtain the obligations and liabilities 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 Transferred Entity will receive substantially the same services provided under the relevant WMB Shared Contracts associated with Contract to such Transferred Entity prior to the benefits Closing on terms and rights so made available conditions substantially similar to them. (b) At those contained in the written request of WMB, WPX will, and will cause other members Shared Contract as of the WPX Group toClosing Date (each, to the extent permitted by the applicable WPX Shared a “Replacement Contract”). If a Replacement Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (c) The parties’ rights and obligations pursuant to this Section 2.5 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) not entered into with respect to any WMB Shared Contract or WPX prior to the Closing Date, Seller agrees to continue to use its commercially reasonable efforts for a period of six months from and after the Closing Date to cause the counterparty to such Shared Contract in particularto enter into a Replacement Contract, provided that during such time that six-month period, Seller and its Affiliates shall provide Buyer and the arrangement Transferred Entities with the benefits of such Shared Contracts pursuant to the Transition Services Agreement at no additional cost to Buyer or the Transferred Entities. If a Replacement Contract has not been obtained after the six month period, then, Seller and Buyer shall, and shall cause their respective Affiliates to, use their commercially reasonable efforts to secure an arrangement reasonably satisfactory to both parties under which the Transferred Entities would, in compliance with Applicable Law, obtain the benefits associated with the applicable Shared Contracts, which arrangement may include Seller and its Affiliates providing the Transferred Entities with such benefits for a transitional period reasonably acceptable to both parties pursuant to the Transition Services Agreement. For the avoidance of doubt, (i) in no event shall any Replacement Contract impose any obligations or liability on Seller or its Affiliates after the Closing and (ii) in no event shall the execution of any Replacement Contract constitute a condition to the obligation of Buyer to consummate the Closing on the terms and conditions set forth in this Section 2.5 is no longer permitted thereunderAgreement.

Shared Contracts. The Buyer agrees and acknowledges that Parent and/or its Affiliates are parties agree to Contracts for products, materials or services that are used or sold by or provided to the Business and the other businesses of Parent and/or its Affiliates, as follows: (a) At set forth in Section 5.20 of the written request of WPX, WMB willParent Disclosure Schedule, and which Contracts will cause not be assigned by Parent or its applicable Affiliates to Buyer (such Contracts, the “Shared Contracts”). Parent shall use its commercially reasonable efforts to take such actions as may be reasonably requested by Buyer, and to otherwise cooperate with Buyer, in connection with Buyer’s efforts to enter into a separate agreement with the other members of the WMB Group to, party or parties to the extent permitted by the applicable WMB any Shared Contract and applicable law(each such party, make available to WPX or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX Business; provided, however, that the applicable members of the WPX Group will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of WMB, WPX will, and will cause other members of the WPX Group to, to the extent permitted by the applicable WPX Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (c) The parties’ rights and obligations pursuant to this Section 2.5 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iiia “Vendor”) with respect to any WMB the products, materials or services covered by such Shared Contract as they relate to or WPX are used by the Business. To the extent Buyer is not able to enter into a separate agreement with any Vendor with respect to the products, materials or services covered by a Shared Contract set forth on Section 5.20A of the Parent Disclosure Schedule and which products, materials or services are not included in particularthe Services (as defined in the Transition Services Agreement) (each such Shared Contract, an “Included Shared Contract”), the applicable Seller that is party to such time Included Shared Contract shall, for a period not to exceed twelve (12) months following the Closing Date, use commercially reasonable efforts to provide Buyer with the rights and benefits (subject to Buyer’s agreement to bear the related costs, burdens and obligations of such Included Shared Contract associated with obtaining such rights and benefits for the account of Buyer) under such Included Shared Contract to the same extent the Business enjoyed those rights and benefits prior to the Closing (whether under the Transition Services Agreement or otherwise), including obtaining such goods and/or services from the Vendor on behalf of Buyer under each such Included Shared Contract on the same terms as in effect as of the Closing; provided, that Buyer shall (a) pay or satisfy all the arrangement pursuant out-of-pocket costs, expenses, obligations and liabilities incurred by Parent and its Affiliates in connection with the foregoing and (b) comply with all of the terms and conditions of each Included Shared Contract as if such Buyer were a party thereto to this Section 2.5 is no longer permitted thereunderthe extent required for the applicable Seller to procure the goods and/or services on behalf of Buyer under each such Included Shared Contract.

Shared Contracts. The parties agree Navistar and the Company acknowledge that certain Contracts, which are identified on Schedule 8.11 (the “Shared Contracts”), are utilized by one or more Subject Companies and one or more members of the Navistar Group but are held by (and, following the Closing, will continue to be held by) the Navistar Group (excluding any Contracts relating to goods, products or services that are contemplated to be provided to the Company and its Subsidiaries under the Transition Services Agreement or the Supply Agreement and identified as follows: such on Schedule 8.11). From the Closing Date until the fifth (5th) anniversary of the Closing Date, (a) At the written request Parties shall cooperate with each other (i) in any reasonable and lawful arrangements designed to provide to the Subject Companies the benefits and Liabilities of WPXuse and ownership of such Shared Contract to the same extent that the Defense Businesses derived a benefit or incurred Liabilities therefrom as of the Closing Date (including with respect to the protection of the Navistar Group in the event of a breach of any Shared Contract by a Subject Company following the Closing), WMB willand/or (ii) to obtain any consents that are reasonably necessary to permit the Subject Companies to continue to derive the benefits from, and will cause other members assume the obligations under, each Shared Contract on an independent basis following the Closing, (b) if such Shared Contract is with a third party, without the prior written consent of the WMB Investor (not to be unreasonably withheld, conditioned or delayed), the Navistar Group toshall not voluntarily terminate or amend, modify or supplement in any manner materially adverse to the extent permitted by applicable Subject Company (or that would have been materially adverse to the applicable WMB Defense Business had the Contemplated Transactions not occurred) and shall (and shall use commercially reasonable efforts to cause any counter-party to) renew such Shared Contract upon its expiration on substantially similar terms, (c) the Navistar Group shall continue to perform the obligations under any Shared Contract with a third party in the ordinary course of business consistent with past practice, (d) the Navistar Group shall give prompt written notice to the Company of any event, fact or circumstance that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default of or breach under any such Shared Contract and applicable law(e) Investor and the Navistar Group shall reasonably cooperate to find a solution with respect to such Shared Contract reasonably promptly following the Closing Date (which shall, in any event require that the Navistar Group use commercially reasonable efforts to assist Navistar Defense in any efforts Navistar Defense may undertake to enter into new agreements in substitution for the Shared Contracts provided, that none of Navistar or its Affiliates (including the Subject Companies) shall enter into any Contract, amend or terminate any Contract, make available any payment or grant any concession or waiver (or permit any Subject Company to WPX or applicable members make take any of the WPX Group foregoing actions), in each case for the benefits and rights purpose of obtaining any consent, waiver or approval, without the prior written consent of Investor (such consent, with respect to Upfront Consent Costs, not to be unreasonably withheld, conditioned or delayed). Navistar will bear 100% of the first $1,000,000 of Upfront Consent Fees incurred in connection with obtaining, making, giving, filing or seeking any such consents, approvals, notices, filings or waivers (however called) (other than in connection with the provision of any services under the WMB Transition Services Agreement, which shall be governed by the Transition Services Agreement, or the Supply Agreement, which shall be governed by the Supply Agreement, in each case, which shall not be taken into account in determining such $1,000,000 threshold); provided that any upfront license fees with respect to the Shared Contracts that are not fees payable to obtain the consent or waiver or approval (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX Business; provided, however, that the applicable members of the WPX Group will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of WMB, WPX will, and will cause other members of the WPX Group to, to the extent permitted by the applicable WPX Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (c) The parties’ rights and obligations pursuant to this Section 2.5 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iiihowever called) with respect to any WMB the Shared Contract or WPX Shared Contract in particulararrangement (e.g. upfront license fees payable based on the counterparty’s contracting terms) shall be borne by the Subject Companies and not Navistar; provided, further, that if such time that the arrangement Upfront Consent Costs (together with any Upfront Consent Costs to be borne by Navistar pursuant to Section 8.4.3) would exceed $1,000,000 in the aggregate, and the Investor consents thereto, Navistar shall bear 28.57% of such Upfront Consent Costs to the extent in excess of $1,000,000 in the aggregate (together with any Upfront Consent Costs to be borne by Navistar pursuant to Section 8.4.3) and the Company shall bear the remainder of such Upfront Consent Costs to the extent in excess of $1,000,000 in the aggregate (together with any Upfront Consent Costs borne by Navistar pursuant to Section 8.4.3). Notwithstanding the foregoing, and for the avoidance of doubt, the Company shall bear (other than in connection with the provision of any services under the Transition Services Agreement, which shall be governed by the Transition Services Agreement, or the Supply Agreement, which shall be governed by the Supply Agreement) 100% of (1) subject to the allocation of benefits and Liabilities in the second sentence of this Section 2.5 8.11, any other costs, fees or expenses under such Contracts, including any maintenance, ongoing, operational or similar fees, costs or expenses and (2) the fees, costs or expenses of a Subject Company entering into a Contract or license to obtain services or products provided under a Contract or license that is no longer permitted thereundernot being assigned to a Subject Company at Closing and for which the counterparty requires such Subject Company to have its own Contract or license. Notwithstanding the foregoing, in the event of any inconsistency between this Section 8.11 and Section 8.20, Section 8.20 shall govern all procedures with respect to the Israeli Offset Agreement.

Shared Contracts. The parties agree as follows: (a) At the written request of WPXeCOST, WMB PC Mall will, and will cause other members of the WMB PC Mall Group to, to the extent permitted by the applicable WMB PC Mall Shared Contract and applicable law, make available to WPX eCOST or applicable members of the WPX eCOST Group the benefits and rights under the WMB PC Mall Shared Contracts (except where the benefits or rights under such WMB PC Mall Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB PC Mall Group under each WMB PC Mall Shared Contract for which such request is made by WPXeCOST, to the extent such benefits relate to the WPX eCOST Business; provided, however, that the applicable members of the WPX eCOST Group will assume and discharge (or promptly reimburse WMB PC Mall for) the obligations and liabilities under the relevant WMB PC Mall Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of WMBPC Mall, WPX eCOST will, and will cause other members of the WPX eCOST Group to, to the extent permitted by the applicable WPX eCOST Shared Contract and applicable law, make available to WMB PC Mall or applicable members of the WMB PC Mall Group the benefits and rights under the WPX eCOST Shared Contracts (except where the benefits or rights under such WPX eCOST Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX eCOST Group under each WPX eCOST Shared Contract for which such request is made by WMBPC Mall, to the extent such benefits relate to the WMB PC Mall Business; provided, however, that the applicable members of the WMB PC Mall Group will assume and discharge (or promptly reimburse WPX eCOST for) the obligations and liabilities under the relevant WPX eCOST Shared Contracts associated with the benefits and rights so made available to them. (c) . The parties’ ' rights and obligations pursuant to this Section 2.5 2.6 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s PC Mall's obligation to effect the Distribution pursuant to Section 9.1Article XII, and (iii) with respect to any WMB PC Mall Shared Contract or WPX eCOST Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 2.6 is no longer permitted thereunder.

Shared Contracts. The parties agree (a) 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, a Local Purchase Agreement or a Related Agreement, be allocated between APD and Buyer as follows: (ai) At If a Liability is incurred exclusively in respect of the written request PMD Business or the Excluded Businesses, such Liability shall be allocated to Buyer (in respect of WPXthe PMD Business) or APD (in respect of the Excluded Businesses); (ii) If a Liability cannot be so allocated under clause (i) above, WMB such Liability shall be allocated to APD or Buyer, 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 PMD Business or the Excluded Business under the relevant Shared Contract. Notwithstanding the foregoing, each of APD and Buyer shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 5.23 otherwise pertains. (b) If APD or any Retained Subsidiary, on the one hand, or Buyer or any of its Subsidiaries (including the Transferred PMD Companies), on the other hand, receives any benefit or payment which under any Shared Contract which was intended for the other, APD and Buyer will, and will cause their respective Subsidiaries to, deliver such benefit or payment to the other members party. (c) Notwithstanding anything to the contrary herein, the parties agree that the Shared Contracts listed on Section 5.23(c)(i) of the WMB Group toSeller’s Disclosure Schedule shall not be deemed to be PMD 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 5.23(c)(ii) of the Seller’s Disclosure Schedule, be separated into separate Contracts between the appropriate third party and either the Excluded Businesses or the PMD Business. From the date hereof until the date that is eighteen (18) months following the Closing Date, the parties hereto shall use their respective commercially reasonable efforts to enter into or to grant, and to cause each third-party counterparty to each Shared Contract identified on Section 5.23(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 APD and its Affiliates or Buyer and its Affiliates, as applicable, to derive the extent permitted by benefits, and assume the applicable WMB obligations and economic burdens, with respect to each Shared Contract and applicable law, make available to WPX or applicable members identified on Section 5.23(c)(ii) of the WPX Group Seller’s Disclosure Schedule on an independent basis following the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX BusinessClosing; provided, however, that neither APD, Buyer nor any of their respective Affiliates shall be required to offer or grant any financial or non-financial accommodation in connection therewith. If, on the applicable members Closing Date, any such third party agreement or consent is not obtained, APD and Buyer shall, and APD shall cause the other Sellers to, cooperate in a mutually acceptable arrangement under which Sellers and their respective Affiliates or Buyer and its Affiliates, as applicable, would in compliance with Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect of each Shared Contract identified on Section 5.23(c)(ii) of the WPX Group will assume and discharge (Seller’s Disclosure Schedule, including by means of subcontracting, sublicensing or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of WMBsubleasing arrangements, WPX will, and will cause other members of the WPX Group to, to the extent permitted or enforcement by the applicable WPX Shared Contract and applicable law, make available party to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to benefit (and at the WMB Business; provided, however, that the applicable members expense) of the WMB Group will assume and discharge other party or its Affiliates (or promptly reimburse WPX foras applicable) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (c) The parties’ rights and obligations that is an intended beneficiary thereof pursuant to this Section 2.5 will terminate upon the earliest to occur of 5.23. (id) the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB Shared Contract or WPX Shared Contract As used in particular, such time that the arrangement pursuant to this Section 2.5 is no longer permitted thereunder5.23, Buyer’s Subsidiaries shall include the Transferred PMD Companies.

Shared Contracts. The parties agree (a) Shared Contractual Liabilities pursuant to, under or directly relating to Shared Contracts shall, unless otherwise allocated pursuant to Section 7.15(a) of the Delta Disclosure Schedule, this Agreement or a Related Agreement, be allocated between Delta and Newco as follows: (ai) At the written request of WPX, WMB will, and will cause other members If a Liability is incurred exclusively in respect of the WMB Group toDPP Business or the Excluded Businesses, such Liability shall be allocated to Newco (in respect of the extent permitted DPP Business) or Delta (in respect of the Excluded Businesses); (ii) If a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to Delta or Newco, as the case may be, based on the relative proportions of total economic 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 WMB Shared Contract and applicable law, make available to WPX DPP Business or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX Business; provided, however, that the applicable members of the WPX Group will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities Excluded Business under the relevant WMB Shared Contracts associated with Contract. Notwithstanding the benefits foregoing, each of Delta and rights so made available Newco shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to themwhich this Section 7.15 otherwise pertains. (b) At If Delta or any Retained Subsidiary, on the written request one hand, or Newco or any of WMBits Subsidiaries (including the Transferred DPP Companies and their Subsidiaries), WPX willon the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, Delta and Newco will use their respective reasonable best efforts to, and will to cause other members of the WPX Group their respective Subsidiaries to, deliver such benefit or payment to the extent permitted by the applicable WPX Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to themother party. (c) Notwithstanding anything to the contrary herein, the parties agree that the Shared Contracts listed on Section 7.15(c)(i) of the Delta Disclosure Schedule shall not be deemed to be DPP 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 7.15(c)(ii) of the Delta Disclosure Schedule, be separated into separate Contracts between the appropriate third party and either the Excluded Businesses or the DPP Business. The parties’ rights parties agree to cooperate and obligations pursuant provide reasonable assistance prior to this Section 2.5 will terminate upon the earliest Closing (with no obligation on the part of either party to occur pay any costs or fees with respect to such assistance) in effecting the separation of (i) such Shared Contracts. Notwithstanding anything to the Distribution Datecontrary herein, (ii) without the termination prior written consent of WMB’s obligation to effect Newco, no Transferred DPP Company or any Subsidiary of the Distribution pursuant to Section 9.1, and (iii) Transferred DPP Companies shall enter into any new Shared Contract after the date hereof or any separate Contract with respect to any WMB or all of the Shared Contracts set forth on Section 7.15(c)(ii) of the Delta Disclosure Schedule to the extent that such new or separate Contract (x) is a sourcing Contract containing “take or WPX Shared Contract pay” obligations of such Transferred DPP Company or respective Subsidiary thereof or (y) requires payment of any costs by such Transferred DPP Company or respective Subsidiary thereof to terminate such separate Contract. (d) As used in particular, such time that the arrangement pursuant to this Section 2.5 is no longer permitted thereunder7.15, Newco’s Subsidiaries shall include the Transferred DPP Companies and their Subsidiaries.

Shared Contracts. The parties agree as follows: (a) At or prior to Closing, Ardagh shall assign, transfer and convey to an Ardagh Purchased Entity that portion of any Ardagh Shared Contract that relates to the written request of WPX, WMB will, and will cause other members of the WMB Group toArdagh Business, to the extent permitted by so related to the applicable WMB Ardagh Business, if so assignable, transferable or conveyable, so that at the Closing (x) the relevant Ardagh Purchased Entity shall be entitled to the rights and benefits of that portion of the Ardagh Shared Contract that relates to the Ardagh Business, and shall assume the related portion of any Liabilities under such Ardagh Shared Contract and (y) Ardagh (or its applicable law, make available Affiliates) shall be entitled to WPX or applicable members the rights and benefits of that portion of the WPX Group Ardagh Shared Contract other than those related to the benefits Ardagh Business, and rights under shall assume or retain the WMB Shared Contracts (except where the benefits or rights related portion of any Liabilities under such WMB Ardagh Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX BusinessContract; provided, however, that (i) in no event shall any Person be required to assign, either in its entirety or in part, any Ardagh Shared Contract that is not assignable by its terms without obtaining the applicable members required consent, approval or authorization and (ii) if any Ardagh Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended, without such consents, approvals or authorizations, then from the Closing through the earlier of (1) such time as such consents, approvals or authorizations are obtained, and (2) the six (6) month anniversary of the WPX Group Closing Date, Ardagh and NewCo will assume establish an agency or other similar arrangement reasonably satisfactory to Ardagh and discharge NewCo (with any appropriate “firewalls” or promptly reimburse WMB forsimilar procedures required under applicable Law) the obligations and liabilities under the relevant WMB Shared Contracts associated with the benefits and rights so made available to them. both (bx) At the written request of WMB, WPX will, and will cause other members of the WPX Group toprovide NewCo, to the fullest extent permitted by practicable under such Ardagh Shared Contract, the applicable WPX claims, rights and benefits of those portions that relate to the Ardagh Business, and (y) cause NewCo to bear the related Liabilities pursuant to such Ardagh Shared Contract from and applicable law, make available after the Closing in accordance with this Agreement to WMB or applicable members the extent that NewCo receives the rights and benefits of the WMB Group portion of the benefits and rights under the WPX Ardagh Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent that relate to the benefits Ardagh Business. Ardagh shall use commercially reasonable efforts to enforce, at the request (and for the benefit) of NewCo, any rights enjoyed by of Ardagh arising from the WPX Group under each WPX portion of any Ardagh Shared Contract for which such request that is made by WMB, not assigned or transferred to NewCo to the extent such benefits relate rights are related to the WMB Ardagh Business; provided. Following the date hereof, howevereach of Ardagh and NewCo shall use commercially reasonable efforts to obtain any consent, that the applicable members of the WMB Group will assume and discharge (approval or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (c) The parties’ rights and obligations pursuant to this Section 2.5 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s obligation authorization necessary to effect the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB assignment of the portion of each Ardagh Shared Contract or WPX Shared Contract in particular, such time that relates to the arrangement pursuant Ardagh Business to this Section 2.5 is no longer permitted thereunderNewCo.

Shared Contracts. The parties agree (a) 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, a Local Purchase Agreement or an Ancillary Agreement, be allocated between ASD and the Retained Subsidiaries, on the one hand, and each Buyer and its Subsidiaries, on the other hand, as follows: (ai) At the written request of WPX, WMB will, and will cause other members of the WMB Group tofirst, to the extent permitted a Liability is incurred exclusively in respect of a benefit received by the applicable WMB Shared Contract and applicable lawExcluded Businesses or the B&K Business, make available such Liability shall be determined to WPX be a Retained Liability or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts an Assumed Liability, respectively; and (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreementii) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPXsecond, to the extent a Liability cannot be so allocated under clause (i) above, such benefits relate Liability shall be allocated to ASD and the Retained Subsidiaries, on the one hand, and to such Buyer and its Subsidiaries, on the other hand, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract, measured up to the WPX Business; provided, however, that the applicable members date of the WPX Group will assume allocation) by ASD and discharge (the Retained Subsidiaries, on the one hand, or promptly reimburse WMB for) such Buyer and its Subsidiaries, on the obligations and liabilities other hand, under the relevant WMB Shared Contracts associated with Contract. Notwithstanding the benefits foregoing, ASD, Americas Buyer and rights so made available International Buyer shall be responsible for any or all Liabilities arising out of or resulting from their (or their respective Subsidiaries’) breach of the relevant Shared Contract to themwhich this Section 7.24 otherwise pertains. (b) At If ASD or any Retained Subsidiary, on the written request one hand, or such Buyer or any of WMBits Subsidiaries, WPX willon the other hand, receives any benefit or payment under any Shared Contract which was intended for the other party, ASD and such Buyer will use their respective reasonable commercial efforts to, and will to cause other members of the WPX Group their respective Subsidiaries to, deliver, transfer or otherwise afford such benefit or payment to the extent permitted by the applicable WPX Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to themother party. (c) Notwithstanding anything to the contrary herein, the parties agree that the Shared Contracts listed on Section 7.24(c)(i) of the Seller’s Disclosure Schedule shall not be deemed to be B&K Assets hereunder. Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, which are identified on Section 7.24(c)(ii) of the Seller’s Disclosure Schedule, be separated into separate Contracts between the appropriate third party and either the Excluded Businesses, the Americas B&K Business or the International B&K Business. The parties’ rights parties agree to cooperate and obligations pursuant provide reasonable assistance prior to this Section 2.5 will terminate upon Closing (with no obligation on the earliest part of either party to occur of (i) the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) pay any costs or fees with respect to any WMB such assistance) in effecting the separation of such Shared Contract or WPX Shared Contract Contracts. (d) As used in particular, such time that the arrangement pursuant to this Section 2.5 is no longer permitted thereunder7.24, each Buyers’ Subsidiaries shall include the B&K Companies.