Common use of Tax Benefits Clause in Contracts

Tax Benefits. (a) On the Closing Date, (i) the cancellation of the Options hereunder will give rise to compensation deductions to the extent permitted by applicable Law (the “Option Deduction”), (ii) the unamortized fees, unamortized interest and other expenses incurred by the Company or its Subsidiaries in connection with the incurrence of any indebtedness to be paid off at Closing may be deductible for income Tax purposes (the “Financing Fees Deduction”), and (iii) certain Transaction Expenses incurred by the Company or its Subsidiaries may be deductible for income Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees Deduction, the “Closing Deductions”). (b) Purchaser shall pay the following amounts (collectively, the “Tax Benefit Amount”), at the following times, to the Common Stock Sellers (i) Within five (5) Business Days after receipt by any member of the Buying Group (as defined in clause (iii) below), the total amount of the Tax refund (inclusive of interest) paid to any member of the Buying Group or any amount of Tax credited against Tax which any member of the Buying Group otherwise would be or would have been required to pay, in either case, with respect to any Pre-Closing Tax period but for the utilization of any of the Closing Deductions utilizing the Ordering Rule as defined in subsection (iii) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable to the carryback of any tax attribute from a post-Closing Tax period (or portion thereof), (B) expressly taken into account in the computation of Closing Working Capital, or (C) otherwise payable in accordance with the provisions of subsection (ii) below (any such amount, a “Closing Deduction Refund or Credit”). (ii) Within five (5) Business Days after the filing of any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall (A) provide to the Equity Sellers Representative a written certificate as to the amount, if any, and the calculation thereof, of the Utilized Tax Attributes (as defined in clause (iii) below) for the Buying Group for such Tax Return; and (B) pay to the Common Stock Sellers an amount equal to such Utilized Tax Attributes. (iii) For purposes hereof, “Utilized Tax Attributes” shall mean any reduction in the cash outlay for Taxes of any member of the Company or Buying Group that otherwise would be payable (including with respect to any Short Period and the portion of any Straddle Period ending on and including the Closing Date) but for the utilization of the Closing Deductions, determined by giving effect to the Ordering Rule, to the extent such reduction in cash outlay is reflected or taken into account (A) on any estimated tax payment or Tax Return filed on or before March 15, 2015, or, (B) as a result of any benefit from any Federal or state net operating loss or credit carryforward to a post-Closing tax period, in each case generated by the Closing Deductions. If the Company or the Buying Group has other items of deduction, loss or credit, such other items shall be deemed used subsequent to use of the Closing Deductions in connection with the determination of the amount of any Utilized Tax Attributes payable to the Common Stock Sellers under this subsection (c) (such convention with respect to the ordering of the use of the Closing Deductions and other Tax benefits, the “Ordering Rule”). For purposes hereof, “Buying Group” shall mean Purchaser and each of its Subsidiaries and any other member included in any consolidated income tax filing by the group in which Purchaser and/or Parent are a member.

Tax Benefits. (a) On Seller shall elect to ____________ reattribute to itself, in accordance with Treasury regulation 1.1502-20(g), an amount of NOLs equal to the Closing Date, September 30 NOLs (v) reduced by (i) the cancellation portion of such NOLs for which the Options hereunder will give rise Seller has made payment pursuant to compensation deductions to the extent permitted by applicable Law (the “Option Deduction”)Section 8.7(j) hereof, and (ii) the unamortized fees, unamortized interest and other expenses incurred portion of such NOLs used by the Company or its Companies and their Subsidiaries in connection with the incurrence of any indebtedness to be paid off at Closing may be deductible reduce their taxable income 100 107 for income a Post-September 30 Tax purposes (the “Financing Fees Deduction”), Period and (iiiw) certain Transaction Expenses incurred increased by the Company or its Subsidiaries may be deductible for income Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees Deduction, the “Closing Deductions”). (b) Purchaser shall pay the following amounts (collectively, the “Tax Benefit Amount”), at the following times, to the Common Stock Sellers (i) Within five (5) Business Days after receipt by any member of the Buying Group (as defined in clause (iii) below), the total amount of the Tax refund (inclusive of interest) paid to any member of the Buying Group or any amount of Tax credited against Tax which any member of the Buying Group otherwise would be or would have been required to pay, in either case, with respect to any Pre-Closing Tax period but for the utilization of any of the Closing Deductions utilizing the Ordering Rule as defined in subsection (iii) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable to the carryback of any tax attribute from a post-Closing Tax period (or portion thereof), (B) expressly taken into account in the computation of Closing Working Capital, or (C) otherwise payable in accordance with the provisions of subsection (ii) below (any such amount, a “Closing Deduction Refund or Credit”). (ii) Within five (5) Business Days after the filing of any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall (A) provide to the Equity Sellers Representative a written certificate as to the amount, if any, and of NOLs attributable to Post-September 30 Special Items, as described in the calculation thereoflast sentence of Section 8.7(e) hereof. Seller shall also reattribute any remaining amount of NOLs, based on the 1996 Seller Group consolidated Federal Tax Return, not otherwise fairly attributable to NOLs described in Section 8.7(k)(ii). For purposes of this Section 8.7(a), "taxable income" of the Utilized Tax Attributes Companies and their Subsidiaries shall be determined without regard to (x) the September 30 NOLs, (y) the Post-September 30 Special Items (as defined in clause (iiiSection 8.7(e) belowhereof) for the Buying Group for such Tax Return; and (Bz) pay any additions to reserves claimed with respect to the Common Stock Sellers an Post-September 30 Tax Period which satisfy the requirement for reserves relating to a Permitted Capital Contribution, calculated as if such entities were not filing a consolidated return with any other member of the Seller Group. At least five days prior to the Closing Date, Seller shall provide Buyer with a schedule setting forth Seller's good faith estimate of the amount equal of NOLs which will not be reattributed to Seller and the years in which such Utilized Tax AttributesNOLs expire. (iiib) For purposes hereofOn or prior to the date on which Seller files its consolidated Federal Tax Return for the Tax period which includes the Closing Date, “Utilized Seller shall provide Buyer with a schedule of the actual NOLs that were reattributed to Seller on such Return pursuant to Treasury regulation section 1.1502-20(g) (the "Reattributed NOLs"). Buyer agrees to cause each of the Companies and their Subsidiaries with respect to which NOLs are reattributed under this Section 8.7 to execute such statements or other documents as may be required to comply with the provisions of the Code and the regulations. (c) If there is a Final Determination that (i) reduces the amount of the Reattributed NOLs or (ii) relates to a Return for, or with respect to, a Pre-September 101 108 30 Tax Attributes” shall mean any reduction in the cash outlay for Taxes Period of any member of the Company Seller Group which, in either case, entitles (x) the Companies or Buying Group any of their Subsidiaries to claim Tax Benefits in their Post-September 30 Tax Period Returns solely as a result of such Final Determination or (y) Buyer and its Affiliates to claim Tax Benefits in their Post-Closing Tax Period Returns solely as a result of such Final Determination, to the extent permitted by law, the relevant party shall claim such Tax Benefits in its earliest available Post-September 30 Tax Period Returns or Post-Closing Tax Period Returns, as the case may be. With respect to each such Post-September 30 Tax Period or Post-Closing Tax Period in which a Federal Tax Savings (as defined below) is realized, the relevant party shall pay to Seller the Federal Tax Savings within 90 days of filing the applicable Federal Tax Return for such period. The Federal Tax Savings for the Post-September 30 Tax Period or the Post-Closing Tax Period in question shall be an amount equal to the excess, if any, of (i) the amount of Federal Taxes which would have been payable by the Companies and their Subsidiaries or Buyer and its Affiliates, as the case may be, for such Tax period had such Tax Benefit not been claimed in their Federal Tax Return for such period over (ii) the amount of Federal Taxes actually payable by the Companies and their Subsidiaries or Buyer and its Affiliates, as the case may be, with respect to such period. If, subsequent to the payment to Seller of any such amount, there shall be a reduction in the amount of the Federal Tax Savings as a result of the utilization by Buyer, the Companies or any of their Subsidiaries or Affiliates of any other Tax Benefits that otherwise arise in a Post-September 30 Tax Period or Post- Closing Tax Period, Seller shall repay to Buyer, within 90 days of such event (an "Event"), any amount which would be not have been payable (including to Seller pursuant to this Section 8.7(c) had the Federal Tax Savings originally been determined in light 102 109 of the Event. The principles of the foregoing provisions shall continue to apply with respect to any Short utilization of a Federal Tax Savings subsequent to an Event, as well as to any Event subsequent thereto. (d) If there is a Final Determination that relates to a Return for, or with respect to, a Pre-September 30 Tax Period and the portion of any Straddle member of the Seller Group which results in an increase in the liability for Federal Taxes of (x) the Companies or any of their Subsidiaries for any Post-September 30 Tax Period ending solely as a result of such Final Determination or (y) Buyer and its Affiliates for any Post-Closing Tax Period solely as a result of such Final Determination, Seller shall pay the relevant party the Federal Tax Detriment (as defined below) within 90 days of such party's filing of the applicable Federal Tax Return for the Post-September 30 Tax Period or Post-Closing Tax Period in which such party incurs the Federal Tax Detriment. The Federal Tax Detriment for the Post-September 30 Tax Period or the Post-Closing Tax Period in question shall be the excess, if any, of (i) the aggregate amount of Federal Taxes payable by the Companies and their Subsidiaries or Buyer and its Affiliates, as the case may be, with respect to such period after giving effect to any adjustments required to be reported on their Federal Tax Return for such period by reason of such Final Determination over (ii) the aggregate amount of Federal Taxes that would have been payable by the Companies and including their Subsidiaries or Buyer and its Affiliates, as the case may be, for such period had such adjustments not been reported in their Federal Tax Return for such period. If the Companies or any of their Subsidiaries or Buyer and its Affiliates realize any reduction in a Federal Tax Detriment for which they have received a payment pursuant to this subsection (d), other than by reason of an Event, Buyer shall pay Seller the amount of any such reduction. The principles 110 of this Section 8.7(d) shall continue to apply upon the recurrence of a Federal Tax Detriment subject to reversal pursuant to the preceding sentence, as well as any subsequent reduction of such reversal. (e) To the extent that the Companies and their Subsidiaries realize a Federal Tax Savings on their Federal Tax Returns for a Post-September 30 Tax Period as a result of the use in any such Return of any Tax Benefit attributable to (i) deductions arising in respect of Transferred Employee stock options which are exercised for Seller common stock after September 30, 1995 and on or prior to the Closing Date, (ii) but alternative minimum tax credits available by reason of alternative minimum tax paid by the Seller Group, and (iii) other deductions relating to Benefit Arrangements, the costs of which are borne by the Seller Group (excluding the Companies and their Subsidiaries) (hereafter (i), (ii) and (iii) are referred to as "Post-September 30 Special Items"), Seller or Buyer, as the case may be, shall cause the Companies and their Subsidiaries to pay Seller the amount of such Federal Tax Savings within 90 days of filing the applicable Federal Tax Return for the utilization of Post-September 30 Tax Period in which the Closing Deductionsrelevant party realizes such Federal Tax Savings; provided, determined by giving effect ________ however, that such Federal Tax Savings shall be payable to the Ordering Rule, _______ Seller only to the extent that the value of any such Post- September 30 Special Item is not reflected on the September Adjusted GAAP Balance Sheet; provided, further, that the amount ________ _______ of Federal Tax Savings to be paid to Seller shall be reduced by any costs or expenses (including Taxes) incurred by the Companies and their Subsidiaries solely as a result of claiming the Tax Benefits relating to such Post-September 30 Special Items. If, subsequent to the payment to Seller of such Federal Tax Savings, there shall be a reduction in cash outlay the amount of such Federal Tax Savings as a result of the 104 111 utilization by the Companies and their Subsidiaries of any other Tax Benefits that arise in (i) a Post-September 30 Tax Period or (ii) a Post-Closing Tax Period due to a Final Determination, Seller shall repay to the Companies and their Subsidiaries within 90 days of such Event, any amount which would not have been payable to Seller pursuant to this Section 8.7(e) had such Federal Tax Savings originally been determined in light of the Event. The principles of the last sentence of Section 8.7(c) hereof shall apply here mutatis mutandis. Solely for purposes _______ ________ of determining whether the Companies and their Subsidiaries realize such Federal Tax Savings, the taxable income of the Companies and their Subsidiaries for such Post-September 30 Tax Period (determined in accordance with the principles of Section 8.5(i) and without regard to any Post-September 30 Special Item) and then the taxable income of the members of the Seller Group (excluding the Companies and their Subsidiaries) shall be offset by the NOLs and any Tax Benefit attributable to a Post-September 30 Special Item in the following order; first, by the September 30 NOLs; second, by any NOLs generated by the Companies and their Subsidiaries in any Post-September 30 Tax Period; and third, by any Tax Benefit relating to a Post-September 30 Special Item. To the extent that a Post-September 30 Special Item generates a Tax Benefit that is reflected or taken into account not utilized by the Companies and their Subsidiaries in a Post-September 30 Tax Period, such amount will be included in the amount of NOLs to be reattributed to Seller as described in Section 8.7(a) hereof. (A) To the extent that Buyer and its Affiliates realize a Federal Tax Savings on their Federal Tax Returns for a Post-Closing Tax Period, as a result of the use in any estimated such Return of any Tax Benefit attributable to (i) deductions arising in respect of Transferred Employee stock options which are exercised for 105 112 Seller common stock after the Closing Date, (ii) alternative minimum tax payment credits available by reason of alternative minimum tax paid by the Seller Group, and (iii) other deductions relating to retiree life and health and the 1996 payout on the Aetna employee incentive program, subject to the receipt of a private letter ruling from the Internal Revenue Service which concludes that such deductions are allowable to the Companies and their Subsidiaries without any inclusion in the income of Buyer or any of its Affiliates in a Post-Closing Tax Period ((hereafter (i), (ii) and (iii) are referred to as "Post-Closing Special Items," and together with the Post-September 30 Special Items, the "Special Items"), Buyer shall pay Seller such Federal Tax Savings within 90 days of filing the applicable Federal Tax Return filed for the Post-Closing Tax Period in which Buyer and its Affiliates realize such Federal Tax Savings; provided, however, ________ _______ that such Federal Tax Savings shall be payable to Seller only to the extent that the value of such Post-Closing Special Item is not reflected on the September Adjusted GAAP Balance Sheet; provided, further, that the amount of Federal Tax Savings to be ________ _______ paid to Seller shall be reduced by any costs or before March 15expenses (including Taxes) incurred by Buyer and its Affiliates solely as a result of claiming the Tax Benefits relating to the Post- Closing Special Items which resulted in the Federal Tax Savings. If, 2015subsequent to the payment to Seller of such Federal Tax Savings, orthere shall be a reduction in the amount of such Federal Tax Savings as a result of the utilization by Buyer and its Affiliates of any other Tax Benefits that arise in a Post- Closing Tax Period, Seller shall repay to Buyer within 90 days of such Event, any amount which would not have been payable to Seller pursuant to this Section 8.7(f) had such Federal Tax Savings originally been determined in light of the Event. The principles of the foregoing 113 provisions shall continue to apply with respect to any utilization of a Federal Tax Savings subsequent to an Event, as well as to any Event subsequent thereto. (B) If the private letter ruling described in Section 8.7(f)(A)(iii) above is not obtained, Buyer and its Affiliates may, in their sole discretion, claim the deductions referred to in such subsection (iii). In any case, if Buyer and its Affiliates claim such deductions, such deductions shall be treated as if they were Post-Closing Special Items for purposes of Sections 8.7(f)(A), (Bg), (h) and (i). (g) To the extent that, with respect to a Post- Closing Tax Period, Buyer and its Affiliates, incur a Special Item Federal Tax Detriment (as defined below) as a result of any benefit adjustment (including, but not limited to, any adjustment resulting from an audit by any Federal Taxing Authority, filing an amended Return or state net operating loss the use by the Companies or credit their Subsidiaries or Buyer and its Affiliates of a carryforward or carryback) to the taxable income of the relevant party in any Post-Closing Tax Period Return caused by the use of any Tax Benefit attributable to a postSpecial Item, Seller shall pay the relevant party, and indemnify the relevant party against, the Special Item Federal Tax Detriment within 15 days of the incurrence of such detriment. The Special Item Federal Tax Detriment for the Post- Closing Tax Period in question shall be the excess, if any, of (i) the aggregate amount of Federal Taxes payable by the Companies and their Subsidiaries or Buyer and its Affiliates, as the case may be, with respect to such period after giving effect to any adjustments required to be made by reason of claiming such Tax Benefit over (ii) the aggregate amount of Federal Taxes that would have been payable by the Companies and their Subsidiaries or Buyer and its Affiliates, as the case may be, for such period had such adjustments not been made. 107 (h) With respect to subsections (e), (f) and (g) of this Section 8.7, (i) any conflicts arising between such subsections and any other provision of this Article 8 shall be resolved by applying first the provisions of subsections (e), (f) and (g) of Section 8.7 and then, to the extent such other provision is not in conflict, such other provision of this Article 8, and (ii) in determining whether a Tax Benefit relating to a Special Item is utilized by the Companies and their Subsidiaries or Buyer and its Affiliates, as the case may be, (including, but not limited to, as a result of any audit by any Taxing Authority, filing an amended Return or as a result of the use by the Companies and their Subsidiaries or Buyer and its Affiliates, as the case may be, of any carryforward or carryback), any Tax Benefit relating to a Special Item shall be presumed to be used by the Companies and their Subsidiaries or Buyer and its Affiliates, as the case may be, only after all other available Tax Benefits have been utilized by the Companies and their Subsidiaries or Buyer and its Affiliates, as the case may be, to reduce their taxable income. (i) To the extent permitted by law, as determined by Buyer in good faith, Buyer agrees to claim or cause the Companies or their Subsidiaries to claim in a proper and timely fashion in the earliest Post-Closing tax periodTax Period all or any Tax Benefits attributable to the Special Items. Buyer shall promptly notify Seller of any proposed disallowance of any such Tax Benefit and shall give Seller such information with respect thereto as Seller may reasonably request. Seller may, at its own expense, assist Buyer in each case the defense of any Tax Claim with respect to any Tax Benefit described in Sections 8.7(e) and (f); provided, however, that such assistance shall be limited solely ________ _______ to communications with Buyer and its Affiliates. Neither 108 115 Buyer nor any of its Affiliates shall settle, compromise or otherwise dispose of any such Tax Claim without providing prior written notice to Seller. (j) Notwithstanding anything contained in this Agreement, to the extent that any NOLs or other Tax Benefits that are reflected on the September Adjusted GAAP Balance Sheet or were generated by the Closing Deductions. If Companies and the Company or the Buying Group has other items of deduction, loss or credit, such other items shall be deemed used subsequent to use of the Closing Deductions in connection with the determination of the amount of any Utilized Tax Attributes payable to the Common Stock Sellers under this subsection (c) (such convention with respect to the ordering of the use of the Closing Deductions and other Tax benefits, the “Ordering Rule”). For purposes hereof, “Buying Group” shall mean Purchaser and each of its Subsidiaries and any other member included in any consolidated income tax filing by the group in which Purchaser and/or Parent are a member.Pos

Tax Benefits. (a) On the Closing Date, (i) the cancellation of the Options hereunder ANC agrees that it will give rise to compensation deductions to the extent permitted by applicable Law (the “Option Deduction”), (ii) the unamortized fees, unamortized interest and not take any tax deduction or claim any other expenses incurred by the Company or its Subsidiaries Tax benefit in connection with the incurrence respect of any indebtedness to be Assumed Liability paid off at Closing may be deductible for income by Pechiney Plastics. In the event that Pechiney Plastics pays any Assumed Liability and ANC derives a net Tax purposes (the “Financing Fees Deduction”)benefit from such payment, and (iii) certain Transaction Expenses incurred by the Company or its Subsidiaries may be deductible for income Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees Deduction, the “Closing Deductions”). (b) Purchaser then ANC shall pay the following amounts (collectively, the “Tax Benefit Amount”), at the following times, to the Common Stock Sellers (i) Within five (5) Business Days after receipt by any member of the Buying Group (as defined in clause (iii) below), the total amount of the Tax refund (inclusive of interest) paid to any member of the Buying Group or any amount of Tax credited against Tax which any member of the Buying Group otherwise would be or would have been required to pay, in either case, with respect to any Pre-Closing Tax period but for the utilization of any of the Closing Deductions utilizing the Ordering Rule as defined in subsection (iii) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable to the carryback of any tax attribute from a post-Closing Tax period (or portion thereof), (B) expressly taken into account in the computation of Closing Working Capital, or (C) otherwise payable in accordance with the provisions of subsection (ii) below (any such amount, a “Closing Deduction Refund or Credit”). (ii) Within five (5) Business Days after the filing of any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall (A) provide to the Equity Sellers Representative a written certificate as to the amount, if any, and the calculation thereof, of the Utilized Tax Attributes (as defined in clause (iii) below) for the Buying Group for such Tax Return; and (B) pay to the Common Stock Sellers an amount equal to such Utilized Tax Attributes. (iii) For purposes hereof, “Utilized Tax Attributes” shall mean any reduction in the cash outlay for Taxes of any member of the Company or Buying Group that otherwise would be payable (including with respect to any Short Period and the portion of any Straddle Period ending on and including the Closing Date) but for the utilization of the Closing Deductions, determined by giving effect to the Ordering Rule, to the extent such reduction in cash outlay is reflected or taken into account (A) on any estimated tax payment or Tax Return filed on or before March 15, 2015, or, (B) as a result of any benefit from any Federal or state net operating loss or credit carryforward to a post-Closing tax period, in each case generated by the Closing Deductions. If the Company or the Buying Group has other items of deduction, loss or credit, such other items shall be deemed used subsequent to use of the Closing Deductions in connection with the determination of Pechiney Plastics the amount of any Utilized net Tax Attributes payable benefit actually realized by ANC arising from the payment by Pechiney Plastics within 30 days after such Tax benefit is actually realized by ANC. In computing the amount of any such Tax benefit, ANC shall be deemed to recognize all other items of loss, deduction or credit before recognizing any item arising from the Common Stock Sellers under this subsection (c) (such convention with respect to the ordering payment of the use of the Closing Deductions and other Tax benefits, the “Ordering Rule”)an Assumed Liability. For purposes hereofof this Section 9.04, “Buying Group” ANC shall mean Purchaser be deemed to have "actually realized" a net Tax benefit to the extent that, and at such time as, the amount of Taxes payable (including Taxes payable on an estimated basis) by ANC is reduced below the amount of Taxes that ANC would be required to pay but for the payment of such Assumed Liability. If any payments are made pursuant to this Section 9.04 and the amount of such payment required by this Section 9.04 would have been different if the computation of such payment were made at a later time (because of final settlements or final dispositions of audit adjustments, administrative or judicial proceedings, amended returns, the execution of Form 870- AD or successor forms or other reasons), then the amount of such payment shall be recomputed by ANC and Pechiney Plastics at such later time by taking into account such subsequent events and the parties shall make an adjusting payment between each other as is appropriate because of its Subsidiaries such recomputation within 15 business days of their agreement as to the amount of such adjusting payment. For purposes of this Section 9.04, references to ANC or Pechiney Plastics shall include any subsidiary of ANC or Pechiney Plastics (as the case may be) and any other group which has ANC or Pechiney Plastics (as the case may be) or any such subsidiary as a member included in any and that files a Tax return on a combined, consolidated income tax filing by the group in which Purchaser and/or Parent are a memberor unitary basis.

Tax Benefits. (a) On the Closing DateExcept as set forth below, (i) ▇▇▇▇▇▇▇ Controls shall be entitled to any Refund (and any interest thereon received from the cancellation applicable Tax Authority) of the Options hereunder will give rise to compensation deductions (x) any Taxes actually paid prior to the extent permitted by applicable Law Distribution Date (the “Option Deduction”), (ii) the unamortized fees, unamortized interest and other expenses incurred by the Company or its Subsidiaries in connection with the incurrence of any indebtedness to be paid off at Closing may be deductible for income Tax purposes (the “Financing Fees Deduction”), and (iii) certain Transaction Expenses incurred by the Company or its Subsidiaries may be deductible for income Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees Deduction, the “Closing Deductions”). (b) Purchaser shall pay the following amounts (collectively, the “Tax Benefit Amount”), at the following times, to the Common Stock Sellers (i) Within five (5) Business Days after receipt by any member of the Buying Group (as defined in clause (iii) below), the total amount of the Tax refund (inclusive of interest) paid to any member of the Buying Group or any amount of Tax credited against Tax which any member of the Buying Group otherwise would be or would have been required to pay, in either case, with respect to any Pre-Closing Tax period but for the utilization of any of the Closing Deductions utilizing the Ordering Rule as defined in subsection (iii) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable such Refund was reflected as an asset on Adient’s opening standalone balance sheet dated as of the date of Distribution, (B) such Refund is received in respect of excess estimated Tax payments taken into account for purposes of determining the amount of the adjustment payment, if any, required to be made pursuant to Section 2.12(c) of the Separation and Distribution Agreement), or (C) such Taxes were actually paid by a member of the Adient Group (and not paid by a member of the ▇▇▇▇▇▇▇ Controls Group on behalf of a member or members of the Adient Group) prior to the carryback Distribution Date and the payment of such Taxes was not taken into account, directly or indirectly (including as a result of the Distribution Cash Amounts (as defined in Schedule 2.12(c)(i) to the Separation and Distribution Agreement) being lower as a result of such payment), for purposes of determining the amount of the adjustment payment, if any, required to be made pursuant to Section 2.12(c) of the Separation and Distribution Agreement) and (y) any Taxes for which ▇▇▇▇▇▇▇ Controls is liable hereunder and (ii) Adient shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) of any tax attribute from Taxes for which Adient is liable hereunder (other than any Refund to which ▇▇▇▇▇▇▇ Controls is entitled pursuant to clause (i) above). The Company receiving a post-Closing Tax period Refund to which another Company is entitled hereunder, in whole or in part, shall pay over the amount of such Refund (or portion thereof) (and any interest on such amount received from the applicable Tax Authority) to such other Company within ten (10) Business Days after the receipt of such Refund or application of such Refund against Taxes otherwise payable. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over pursuant to the immediately preceding sentence is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company. (b) If (i) a member of the Adient Group Actually Realizes any Tax Benefit as a result of (A) an adjustment pursuant to a Final Determination that increases Taxes for which a member of the ▇▇▇▇▇▇▇ Controls Group is liable hereunder or otherwise (or reduces any Tax Attribute of a member of the ▇▇▇▇▇▇▇ Controls Group or any other ▇▇▇▇▇▇▇ Controls Group Relief), (B) expressly any liability, obligation, loss or payment (each, a “Loss”) for which a member of the ▇▇▇▇▇▇▇ Controls Group is required to indemnify any member of the Adient Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement), (C) any Section 336(e) Election (including, for the avoidance of doubt, any Tax Benefit Actually Realized by the Adient Group as a result of any step-up in asset basis for U.S. federal income tax purposes resulting from such Section 336(e) Election), except to the computation extent any such Tax Benefit is directly attributable to Taxes imposed on ▇▇▇▇▇▇▇ Controls as a result of Closing Working Capitalsuch Section 336(e) Election and for which Adient has actually indemnified ▇▇▇▇▇▇▇ Controls pursuant to this Agreement, (D) the utilization of any Electronics Business Tax Attribute (or otherwise in respect of the Electronics Business), and, in each case, such Tax Benefit would not have arisen but for such adjustment, Loss, election or Electronics Business Tax Attribute (or Electronics Business) (determined on a “with and without” basis), or (CE) otherwise the payment of any Specified PRC Taxes, or (ii) if a member of the ▇▇▇▇▇▇▇ Controls Group Actually Realizes any Tax Benefit as a result of (A) an adjustment pursuant to a Final Determination that increases Taxes for which a member of (c) No later than ten (10) Business Days after a Tax Benefit described in Section 5.01(b) is Actually Realized by a member of the ▇▇▇▇▇▇▇ Controls Group or a member of the Adient Group, ▇▇▇▇▇▇▇ Controls or Adient, as the case may be, shall provide the other Company with a written calculation of the amount payable to such other Company pursuant to Section 5.01(b). In the event that ▇▇▇▇▇▇▇ Controls or Adient, as the case may be, disagrees with any such calculation described in this Section 5.01(c), ▇▇▇▇▇▇▇ Controls or Adient shall so notify the other Company in writing within twenty (20) Business Days of receiving such written calculation. ▇▇▇▇▇▇▇ Controls and Adient shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 5 shall be determined in accordance with the disagreement resolution provisions of subsection (ii) below (any such amount, a “Closing Deduction Refund or Credit”)Section 13 as promptly as practicable. (iid) Within five Adient shall be entitled to any Refund that is attributable to, and would not have arisen but for, an Adient Carryback Item that is required to be carried back to a Pre-Distribution Period under applicable Law and is carried back pursuant to and in accordance with Section 3.06 (5a “Permitted Adient Carryback”); provided, however, that Adient shall indemnify and hold the members of the ▇▇▇▇▇▇▇ Controls Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Permitted Adient Carryback, including (but not limited to) Business Days after the filing loss or postponement of any benefit from the use of any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall (A) provide to the Equity Sellers Representative a written certificate as to the amount, if any, and the calculation thereof, of the Utilized Tax Attributes (as defined in clause (iii) below) for the Buying Group for such Tax Return; and (B) pay to the Common Stock Sellers an amount equal to such Utilized Tax Attributes. (iii) For purposes hereof, “Utilized Tax Attributes” shall mean any reduction in the cash outlay for Taxes Attribute of any member of the Company ▇▇▇▇▇▇▇ Controls Group, any Tax Attribute generated by a member of the ▇▇▇▇▇▇▇ Controls Group or Buying an Affiliate thereof or any other ▇▇▇▇▇▇▇ Controls Group that otherwise Relief (each, a “▇▇▇▇▇▇▇ Controls Group Tax Attribute”) if (x) such Tax Attribute expires unutilized, but would be payable (including with respect to any Short Period and the portion of any Straddle Period ending on and including the Closing Date) have been utilized but for such Permitted Adient Carryback, or (y) the utilization use of the Closing Deductions, determined by giving effect to the Ordering Rule, to the extent such reduction in cash outlay Tax Attribute is reflected or taken into account (A) on any estimated tax payment or Tax Return filed on or before March 15, 2015, or, (B) as a result of any benefit from any Federal or state net operating loss or credit carryforward postponed to a post-Closing tax period, later Tax Period than the Tax Period in each case generated by the Closing Deductionswhich such Tax Attribute would have been utilized but for such Permitted Adient Carryback. If the Company or the Buying Group has other items of deduction, loss or credit, Any such other items shall be deemed used subsequent to use of the Closing Deductions in connection with the determination payment of the amount of such Refund made by ▇▇▇▇▇▇▇ Controls to Adient pursuant to this Section 5.01(d) shall be recalculated in light of any Utilized Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a ▇▇▇▇▇▇▇ Controls Group Tax Attributes payable Attribute to a Tax Period in respect of which such Refund is received) that would affect the amount to which Adient is entitled, and an appropriate adjusting payment shall be made by Adient to ▇▇▇▇▇▇▇ Controls such that the aggregate amount paid pursuant to this Section 5.01(d) equals such recalculated amount. To the extent that any Refund (or portion thereof) in respect of (e) For the avoidance of doubt, notwithstanding any of the foregoing (or any other provision in this Agreement) to the Common Stock Sellers under this subsection contrary, any recovery, Refund or other Tax Benefit in re- spect of VAT Charges (cand entitlement thereto) (such convention with respect shall be governed exclusively by Schedule 2.12(c)(ii) to the ordering of the use of the Closing Deductions Separation and other Tax benefits, the “Ordering Rule”). For purposes hereof, “Buying Group” shall mean Purchaser and each of its Subsidiaries and any other member included in any consolidated income tax filing by the group in which Purchaser and/or Parent are a memberDistribution Agreement.

Tax Benefits. (a) On the Closing Date, (i) the cancellation If an indemnification obligation of any member of the Options hereunder will give rise to compensation deductions to PepsiCo Group or any member of the extent permitted by applicable Law (PBG Group, as the “Option Deduction”case may be, under this Section 5 arises in respect of an adjustment, or in respect of a Canadian withholding Tax described in section 5(a)(vi), that makes allowable to a member of the PBG Group or a member of the PepsiCo Group, respectively, any deduction, amortization, exclusion from income or other allowance (iia "Tax Benefit") which would not, but for such adjustment or withholding tax, be allowable, or if any transaction effected as part of the unamortized fees, unamortized interest and other expenses incurred by the Company or its Subsidiaries Restructuring results in connection with the incurrence an indemnification obligation of any indebtedness member of the PepsiCo Group under Section 5(b)(iii) and makes allowable to be paid off at Closing may be deductible for income Tax purposes (a member of the “Financing Fees Deduction”), and (iii) certain Transaction Expenses incurred by the Company or its Subsidiaries may be deductible for income Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees Deduction, the “Closing Deductions”). (b) Purchaser shall pay the following amounts (collectively, the “PBG Group a Tax Benefit Amount”)which would not, at the following timesbut for such transaction, to the Common Stock Sellers (i) Within five (5) Business Days after receipt be allowable, then any payment by any member of the Buying PepsiCo Group (as defined in clause (iii) below), the total amount of the Tax refund (inclusive of interest) paid to or any member of the Buying Group PBG Group, respectively, pursuant to this Section 5 shall be an amount equal to (x) the amount otherwise due but for this subsection (d), minus (y) the present value of the product of the Tax Benefit multiplied (i) by the maximum applicable federal, foreign or any amount of state, as the case may be, corporate tax rate in effect at the time such Tax credited against Tax which any Benefit becomes allowable to a member of the Buying PBG Group otherwise would be or would have been required to pay, in either case, with respect to any Pre-Closing Tax period but for the utilization of any a member of the Closing Deductions utilizing PepsiCo Group (as the Ordering Rule as defined in subsection (iiicase may be) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable to the carryback of any tax attribute from a post-Closing Tax period (or portion thereof), (B) expressly taken into account in the computation of Closing Working Capital, or (C) otherwise payable in accordance with the provisions of subsection (ii) below (any in the case of a credit, by 100 percent. The present value of such amount, product shall be determined by discounting such product from the time the Tax Benefit becomes allowable at a “Closing Deduction Refund or Credit”)rate equal to Prime. (ii) Within five (5) Business Days after the filing of any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall (A) provide to the Equity Sellers Representative a written certificate as to the amount, if any, and the calculation thereof, of the Utilized Tax Attributes (as defined in clause (iii) below) for the Buying Group for such Tax Return; and (B) pay to the Common Stock Sellers an amount equal to such Utilized Tax Attributes. (iii) For purposes hereof, “Utilized Tax Attributes” shall mean any reduction in the cash outlay for Taxes of any member of the Company or Buying Group that otherwise would be payable (including with respect to any Short Period and the portion of any Straddle Period ending on and including the Closing Date) but for the utilization of the Closing Deductions, determined by giving effect to the Ordering Rule, to the extent such reduction in cash outlay is reflected or taken into account (A) on any estimated tax payment or Tax Return filed on or before March 15, 2015, or, (B) If as a result of any benefit adjustment any member of the PepsiCo Group makes a payment to any Taxing Authority in respect of a Tax resulting from any Federal or state net operating loss or credit carryforward the Restructuring and such adjustment makes allowable to a post-Closing tax periodmember of the PBG Group any Tax Benefit which would not, but for such adjustment, be allowable, then the PBG Group shall pay to the PepsiCo Group the amount described in each case generated by clause (y) of Section 5(d)(i). The present value of the Closing Deductions. If the Company or the Buying Group has other items of deduction, loss or credit, product referred to in such other items clause (y) shall be deemed used subsequent determined by discounting such product from the time the Tax Benefit becomes allowable at a rate equal to use of the Closing Deductions in connection with the determination of the amount of any Utilized Tax Attributes payable to the Common Stock Sellers under this subsection (c) (such convention with respect to the ordering of the use of the Closing Deductions and other Tax benefits, the “Ordering Rule”). For purposes hereof, “Buying Group” shall mean Purchaser and each of its Subsidiaries and any other member included in any consolidated income tax filing by the group in which Purchaser and/or Parent are a memberPrime.

Tax Benefits. (a) On If a member of the Closing DateEnterprise Group realizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the HP Group is liable hereunder or under the Foreign Separation Agreements and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis, assuming the HP Group or Enterprise Group, as the case may be, is an HP Full Taxpayer or an Enterprise Full Taxpayer, respectively), or if a member of the HP Group realizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Enterprise Group is liable hereunder or under the Foreign Separation Agreements and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis, assuming the HP Group or Enterprise Group, as the case may be, is an HP Full Taxpayer or an Enterprise Full Taxpayer, respectively), Enterprise or HP, as the case may be, shall make a payment to the other company within one hundred and twenty (120) Business Days following such realization of the Tax Benefit, in an amount equal to such Tax Benefit, plus interest on such amount computed at the Prime Rate based on the number of days from the date of such actual realization of the Tax Benefit to the date of payment of such amount under this Section 5.01(a). For purposes of Section 5.01, a Company shall be deemed to realize a Tax Benefit relating to— (i) any previously taxed earnings and profits, as described in Section 959 of the Code (“PTE”), at the time of such adjustment in an amount such that the payment made by the Company realizing the Tax Benefit pursuant to this Section 5.01(a) with respect to such PTE shall cause (i) the cancellation Net PTE Tax Payments of HP less the Options hereunder will give rise Remaining PTE Value held by HP to compensation deductions to the extent permitted by applicable Law (the “Option Deduction”), equal (ii) the unamortized feesNet PTE Tax Payments of Enterprise less the Remaining PTE Value held by Enterprise, unamortized interest as shown in Exhibit [] (and other expenses incurred shall not, for the avoidance of doubt, be deemed to realize any further Tax Benefits with respect to such PTE at any later time); (ii) any receivable arising pursuant to Section 4.01 of Revenue Procedure 99-32 at the time such receivable is created, in an amount such that the payment made by the Company or its Subsidiaries in connection realizing the Tax Benefit pursuant to this Section 5.01(a) with respect to such receivable shall cause (i) the incurrence Net Receivable Tax Payments of HP less the Remaining Receivable Value held by HP to equal (ii) the Net Receivable Tax Payments of Enterprise less the Remaining Receivable Value held by Enterprise (and shall not, for the avoidance of doubt, be deemed to realize any indebtedness further Tax Benefits with respect to be paid off such receivable at Closing may be deductible for income Tax purposes (the “Financing Fees Deduction”any later time), and ; and (iii) certain Transaction Expenses incurred by any foreign tax credits, as described in Section 902 of the Code, at the time such Company would be eligible to claim a credit under Section 902 of the Code (disregarding any limitations for these purposes) with respect to a pool of earnings and profits including any such foreign tax credits, and shall not, for the avoidance of doubt, be deemed to realize any further Tax Benefits with respect to such foreign tax credits at any later time; provided, however, no Tax Benefit shall be realized (i) to the extent that the statutory tax rate of the legal entity paying such foreign tax (as adjusted to account for any lower rate granted pursuant to a Tax incentive, Tax ruling, Tax holiday or its Subsidiaries may be deductible similar arrangement) for the year of such foreign tax is less than fifteen (15) percent, or (ii) to the extent that the Final Determination resulting in such foreign tax credits also produces increased earnings and profits for U.S. federal income Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees Deduction, the “Closing Deductions”)tax purposes. (b) Purchaser shall pay the following amounts No later than one hundred and twenty (collectively, the “Tax Benefit Amount”), at the following times, to the Common Stock Sellers (i) Within five (5120) Business Days after receipt a Tax Benefit described in Section 5.01(a) is realized by a member of the HP Group or a member of the Enterprise Group, HP (if a member of the HP Group realizes such Tax Benefit) or Enterprise (if a member of the Enterprise Group realizes such Tax Benefit) shall provide the other Company with notice of the amount payable to such other Company by HP or Enterprise pursuant to this Section 5. In the event that HP or Enterprise disagrees with any such calculation described in this Section 5.01(b), HP or Enterprise shall so notify the other Company in writing within thirty (30) Business Days of receiving the written calculation set forth above in this Section 5.01(b). HP and Enterprise shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 5 shall be determined in accordance with the disagreement resolution provisions of Section 14 as promptly as practicable. (c) For the avoidance of doubt, this Section 5 shall apply to any adjustment under Section 482 of the Code or any similar provisions by any Tax Authority increasing the amount of payments received or deemed received by (1) any member of the Buying HP Group (as defined in clause (iii) below), the total amount of the Tax refund (inclusive of interest) paid to from any member of the Buying Enterprise Group or any amount of Tax credited against Tax which (2) any member of the Buying Enterprise Group otherwise would be or would have been required to pay, in either case, with respect to any Pre-Closing Tax period but for the utilization of any of the Closing Deductions utilizing the Ordering Rule as defined in subsection (iii) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable to the carryback of any tax attribute from a post-Closing Tax period (or portion thereof), (B) expressly taken into account in the computation of Closing Working Capital, or (C) otherwise payable in accordance with the provisions of subsection (ii) below (any such amount, a “Closing Deduction Refund or Credit”). (ii) Within five (5) Business Days after the filing of any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall (A) provide to the Equity Sellers Representative a written certificate as to the amount, if any, and the calculation thereof, of the Utilized Tax Attributes (as defined in clause (iii) below) for the Buying Group for such Tax Return; and (B) pay to the Common Stock Sellers an amount equal to such Utilized Tax Attributes. (iii) For purposes hereof, “Utilized Tax Attributes” shall mean any reduction in the cash outlay for Taxes of any member of the Company or Buying Group that otherwise would be payable (including with respect to any Short Period and the portion of any Straddle Period ending on and including the Closing Date) but for the utilization of the Closing Deductions, determined by giving effect to the Ordering Rule, to the extent such reduction in cash outlay is reflected or taken into account (A) on any estimated tax payment or Tax Return filed on or before March 15, 2015, or, (B) as a result of any benefit from any Federal or state net operating loss or credit carryforward to a post-Closing tax period, in each case generated by the Closing Deductions. If the Company or the Buying Group has other items of deduction, loss or credit, such other items shall be deemed used subsequent to use of the Closing Deductions in connection with the determination of the amount of any Utilized Tax Attributes payable to the Common Stock Sellers under this subsection (c) (such convention with respect to the ordering of the use of the Closing Deductions and other Tax benefits, the “Ordering Rule”). For purposes hereof, “Buying HP Group” shall mean Purchaser and each of its Subsidiaries and any other member included in any consolidated income tax filing by the group in which Purchaser and/or Parent are a member.

Tax Benefits. (a) On the Closing DateExcept as otherwise provided herein, (i) Parent shall be entitled to any Refund (and any interest thereon received from the cancellation applicable Tax Authority) of Taxes for which Parent is liable hereunder and SpinCo shall be entitled to any Refund (and any interest thereon received from the Options hereunder will give rise applicable Tax Authority) of Taxes for which SpinCo is liable hereunder. The Company receiving a Refund to compensation deductions to which the extent permitted by applicable Law (the “Option Deduction”)other Company is entitled hereunder, (ii) the unamortized feesin whole or in part, unamortized interest and other expenses incurred by the Company or its Subsidiaries in connection with the incurrence of any indebtedness to be paid off at Closing may be deductible for income Tax purposes (the “Financing Fees Deduction”), and (iii) certain Transaction Expenses incurred by the Company or its Subsidiaries may be deductible for income Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees Deduction, the “Closing Deductions”). (b) Purchaser shall pay over the following amounts (collectively, the “Tax Benefit Amount”), at the following times, to the Common Stock Sellers (i) Within five (5) Business Days after receipt by any member of the Buying Group (as defined in clause (iii) below), the total amount of the Tax refund (inclusive of interest) paid to any member of the Buying Group or any amount of Tax credited against Tax which any member of the Buying Group otherwise would be or would have been required to pay, in either case, with respect to any Pre-Closing Tax period but for the utilization of any of the Closing Deductions utilizing the Ordering Rule as defined in subsection (iii) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable to the carryback of any tax attribute from a post-Closing Tax period such Refund (or portion thereof), and any interest on such amount received from the applicable Tax Authority but net of any costs and expenses (Bincluding professional fees) expressly taken into account incurred by the Company (or a member of its Group) receiving such Refund in connection with obtaining or securing such Refund, to such other Company within thirty (30) business days after the computation receipt of Closing Working Capital, or (C) otherwise payable in accordance with the provisions of subsection (ii) below (any such amount, a “Closing Deduction Refund or Credit”)application of such Refund against Taxes otherwise payable. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over pursuant to the immediately preceding sentence is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company. (iib) Within five If (5i) Business Days after a member of the filing of SpinCo Group Actually Realizes any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall Benefit (A) provide to the Equity Sellers Representative as a written certificate as to the amount, if any, and the calculation thereof, result of the Utilized Tax Attributes (as defined in clause (iii) below) for the Buying Group for such Tax Return; and (B) pay to the Common Stock Sellers an amount equal to such Utilized Tax Attributes. (iii) For purposes hereof, “Utilized Tax Attributes” shall mean any reduction in the cash outlay for Taxes of any member of the Company or Buying Group that otherwise would be payable (including with respect to any Short Period and the portion of any Straddle Period ending on and including the Closing Date) but for the utilization of the Closing Deductions, determined by giving effect to the Ordering Rule, to the extent such reduction in cash outlay is reflected any Parent Tax Asset or taken into account (A) on any estimated tax payment or Tax Return filed on or before March 15, 2015, or, (B) as a result of any benefit from any Federal or state net operating loss or credit carryforward to a post-Closing tax periodliability, in each case generated by the Closing Deductions. If the Company or the Buying Group has other items of deductionobligation, loss or creditpayment (each, a “Loss”) for which a member of the Parent Group is required to indemnify any member of the SpinCo Group pursuant to the Separation Agreement, this Agreement or any other Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under the Separation Agreement, this Agreement or any other Ancillary Agreement) or (ii) a member of the Parent Group Actually Realizes any Tax Benefit (A) as a result of the utilization of any SpinCo Tax Asset or (B) as a result of any Loss for which a member of the SpinCo Group is required to indemnify any member of the Parent Group pursuant to the Separation Agreement, this Agreement or any other Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under the Separation Agreement, this Agreement or any other Ancillary Agreement), and (iii) the aggregate Tax Benefit realized or realizable by the relevant member of the SpinCo Group (in the case of clause (i)) or the relevant member of the Parent Group (in the case of clause (ii)) as a result of such utilization or Loss would reasonably be expected to exceed one hundred thousand dollars ($100,000), then SpinCo or Parent, as the case may be, shall make a payment to the other Company in an amount equal to the amount of such Actually Realized Tax Benefit (including any Tax Benefit Actually Realized as a result of the payment) in cash within thirty (30) business days of Actually Realizing such Tax Benefit. To the extent that any Tax Benefit (or portion thereof) in respect of which any amounts were paid over pursuant to the foregoing provisions of this Section 6.01(b) is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company. (c) Notwithstanding anything in this Agreement to the contrary, neither Company shall be obligated to make a payment otherwise required pursuant to Section 6.01(a) or Section 6.01(b) to the extent making such payment would place such Company (or any member of its Group) in a less favorable net after-Tax position than such Company (or such member) would have been in if the relevant Tax Benefit had not been realized. (d) No later than twenty (20) business days after a Tax Benefit described in Section 6.01(b) is Actually Realized by a member of the Parent Group or a member of the SpinCo Group, Parent (if a member of the Parent Group Actually Realizes such Tax Benefit) or SpinCo (if a member of the SpinCo Group Actually Realizes such Tax Benefit), as the case may be, shall provide the other Company with a written statement detailing the amount payable to the other Company pursuant to Section 6.01(b) and describing in reasonable detail the particulars relating thereto. In the event that Parent or SpinCo, as the case may be, disagrees with the written statement described in this Section 6.01(d) (or any calculation or component thereof), Parent or SpinCo shall so notify the other Company in writing within fifteen (15) business days of receiving such written statement. Parent and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Article 6 shall be determined in accordance with the dispute resolution provisions of Article 14 as promptly as practicable. (i) SpinCo shall be entitled to any Refund Actually Realized by a member of the Parent Group that is attributable to, and would not have arisen but for, a SpinCo Carryback that is required under applicable Tax Law and is not effected in violation of Section 4.07; provided, however, that SpinCo shall indemnify and hold the members of the Parent Group harmless from and against any and all collateral Tax consequences resulting from, attributable to or caused by any such SpinCo Carryback, including (but not limited to) the loss or postponement of any benefit from the use of any Parent Tax Asset if (x) such Parent Tax Asset expires unutilized, but would have been utilized but for such SpinCo Carryback, or (y) the use of such Parent Tax Asset is postponed to a later Tax Period than the Tax Period in which such Parent Tax Asset would have been utilized but for such SpinCo Carryback. Any such payment of such Refund made by any member of the Parent Group to SpinCo pursuant to this Section 6.01(e)(i) shall be recalculated as appropriate in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such other items as a carryback of a Tax Asset of the Parent Group to a Tax Period in respect of which such Refund is received) that would affect the amount to which SpinCo is entitled, and an appropriate adjusting payment shall be deemed used subsequent made by SpinCo to Parent or by Parent to SpinCo, as applicable, such that the aggregate amount paid pursuant to this Section 6.01(e)(i) equals such recalculated amount. (ii) Parent shall be entitled to any Refund Actually Realized by a member of the SpinCo Group that is attributable to, and would not have arisen but for, a Parent Carryback that is required under applicable Tax Law and is not effected in violation of Section 4.07; provided, however, that Parent shall indemnify and hold the members of the SpinCo Group harmless from and against any and all collateral Tax consequences resulting from, attributable to or caused by any such Parent Carryback, including (but not limited to) the loss or postponement of any benefit from the use of any SpinCo Tax Asset if (x) such SpinCo Tax Asset expires unutilized, but would have been utilized but for such Parent Carryback, or (y) the Closing Deductions use of such SpinCo Tax Asset is postponed to a later Tax Period than the Tax Period in connection which such SpinCo Tax Asset would have been utilized but for such Parent Carryback. Any such payment of such Refund made by any member of the SpinCo Group to Parent pursuant to this Section 6.01(e)(ii) shall be recalculated as appropriate in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a Tax Asset of the SpinCo Group to a Tax Period in respect of which such Refund is received) that would affect the amount to which Parent is entitled, and an appropriate adjusting payment shall be made by Parent to SpinCo or by SpinCo to Parent, as applicable, such that the aggregate amount paid pursuant to this Section 6.01(e)(ii) equals such recalculated amount. (f) Any determinations with respect to any Refund or other Tax Benefit to which a Group may be entitled pursuant to any of the determination foregoing provisions of Section 6.01 shall be made without duplication of any Refund, Tax Benefit or Tax Item to the extent already taken into account (i) in determining any entitlement of such Group to any amounts pursuant to any other provision of this Agreement (including any other provision of this Section 6.01) or (ii) to reduce any Liability for Taxes of such Group pursuant to Article 2. (g) For purposes of this Agreement, the amount of any Utilized Tax Attributes payable Refund required to be paid to another Company shall be reduced by the Common Stock Sellers under this subsection (c) (such convention with respect to the ordering net amount of the use of the Closing Deductions and other Tax benefitsany Taxes imposed on, related to, or attributable to, the “Ordering Rule”). For purposes hereof, “Buying Group” shall mean Purchaser and each receipt or accrual of its Subsidiaries and any other member included in any consolidated income tax filing by the group in which Purchaser and/or Parent are a membersuch Refund.

Tax Benefits. (a) On Indemnification payments under Sections 2.01 and 2.02 will be paid by the Closing DateIndemnifying Party without reduction for any Tax Benefits available to the Indemnified Party. However, to the extent that the Indemnified Party recognizes Tax Benefits in any taxable year as a result of any Damages that are subject to indemnification pursuant to Section 2.01 or 2.02 (or as a result of events or a Tax recharacterization giving rise to such Damages) or would recognize a Tax Benefit as a result of payment under this Section 4.04, the Indemnified Party will pay the amount of such Tax Benefits (but not in excess of the indemnification payment or payments actually received from the Indemnifying Party with respect to such Damages) to the Indemnifying Party. Notwithstanding anything in this Section 4.04(a) to the contrary, this Section 4.04(a) shall not apply to any Tax Benefit matters addressed by Section 9.06. (b) An Indemnified Party will be deemed to recognize a Tax benefit (“Tax Benefit”) in a taxable year as a result of Damages if, and to the extent that: (i) the cancellation Indemnified Party’s actual cumulative liability for Taxes for all taxable years through the end of the Options hereunder will give rise to compensation deductions such taxable year, calculated by taking into account (to the extent permitted by applicable relevant Tax Law and treating such Tax items as the last items claimed for any taxable year) any Tax items attributable to: (A) such Damages (or events or a Tax recharacterization giving rise to such Damages), (B) the “Option Deduction”)receipt of any indemnity payments with respect to such Damages pursuant to Section 2.01 or 2.02, as applicable, and (C) any payments of Tax Benefits made pursuant to this Section 4.04, is less than (ii) the unamortized feesIndemnified Party’s hypothetical cumulative liability for Taxes for all taxable years through the end of such taxable year, unamortized interest calculated by excluding any Tax items attributable to items, actions and other expenses incurred by the Company or its Subsidiaries events described in connection with the incurrence of any indebtedness to be paid off at Closing may be deductible for income Tax purposes (the “Financing Fees Deduction”), and (iii) certain Transaction Expenses incurred by the Company or its Subsidiaries may be deductible for income Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees Deduction, the “Closing Deductions”). (b) Purchaser shall pay the following amounts (collectively, the “Tax Benefit Amount”), at the following times, to the Common Stock Sellers (i) Within five (5) Business Days after receipt by any member of the Buying Group (as defined in clause (iii) below), the total amount of the Tax refund (inclusive of interest) paid to any member of the Buying Group or any amount of Tax credited against Tax which any member of the Buying Group otherwise would be or would have been required to pay, in either case, with respect to any Pre-Closing Tax period but for the utilization of any of the Closing Deductions utilizing the Ordering Rule as defined in subsection (iii) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable to the carryback of any tax attribute from a post-Closing Tax period (or portion thereof), (B) expressly taken into account in the computation of Closing Working Capital, or (C) otherwise payable in accordance with of clause (i) . For purposes of the provisions of subsection foregoing calculation, (iix) below (any such amount, a “Closing Deduction Refund or Credit”). (ii) Within five (5) Business Days after the filing of any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall (A) provide to the Equity Sellers Representative a written certificate extent any payment to an Indemnified Party made pursuant to Section 2.01 or 2.02, as to the amountapplicable, if any, and the calculation thereof, is increased in respect of the Utilized Tax Attributes (as defined in clause (iii) below) for the Buying Group for such Tax Return; and (B) pay to the Common Stock Sellers an amount equal to such Utilized Tax Attributes. (iii) For purposes hereof, “Utilized Tax Attributes” shall mean any reduction in the cash outlay liability for Taxes of any member the Indemnified Party attributable to the receipt of such payment, such increase will reduce the amount of Taxes of the Company or Buying Group that Indemnified Party otherwise would be payable (including with respect to any Short Period and the portion of any Straddle Period ending on and including the Closing Date) but for the utilization of the Closing Deductions, determined by giving effect to the Ordering Rule, to the extent such reduction in cash outlay is reflected or taken into account under clause (Ai) on any estimated tax payment or Tax Return filed on or before March 15, 2015, or, and (By) as a result of any benefit from any Federal or state net operating loss or credit carryforward to a post-Closing tax period, in each case generated by the Closing Deductions. If the Company or the Buying Group has other items of deduction, loss or credit, such other items shall be deemed used subsequent to use of the Closing Deductions in connection with the determination of the amount of any Utilized Tax Attributes payable Benefit for a taxable year shall be reduced by any payments previously made pursuant to Section 4.04(a) by the Common Stock Sellers under this subsection (c) (such convention relevant Indemnified Party with respect to the ordering Damages and not reimbursed pursuant to Section 4.05. (c) Any payment for Tax Benefits due under Section 4.04(a) will be paid to the Indemnifying Party within 15 Business Days following the filing of the use of the Closing Deductions and other Tax benefits, the “Ordering Rule”). For purposes hereof, “Buying Group” shall mean Purchaser and each of its Subsidiaries and any other member included in any consolidated income tax filing by the group in Return on which Purchaser and/or Parent are a membersuch Tax Benefits arise.

Tax Benefits. (a) On the Closing DateExcept as set forth below, (i) Parent shall be entitled to any Refund (and any interest thereon received from the cancellation applicable Tax Authority) of the Options any Taxes (A) for which Parent is liable hereunder will give rise to compensation deductions to the extent permitted by applicable Law (the “Option Deduction”other than any such Refund that is a GRP&E/BCS Retained Tax Benefit), or (B) that is a Parent Retained Tax Benefit and (ii) GRP&E/BCS SpinCo shall be entitled to any Refund (and any interest thereon received from the unamortized feesapplicable Tax Authority) (A) of any Taxes for which GRP&E/BCS SpinCo is liable hereunder or (B) that is a GRP&E/BCS Retained Tax Benefit, unamortized in each case, other than any Refund to which Parent is entitled pursuant to clause (i) above). The Company receiving a Refund to which the other Company is entitled hereunder, in whole or in part, shall pay over the amount of such Refund (or portion thereof) (and any interest on such amount received from the applicable Tax Authority but net of any costs and other expenses (including Taxes) incurred by the Company (or a member of its Subsidiaries Group) receiving such Refund in connection with obtaining or securing such Refund) to such other Company within twenty (20) Business Days after the incurrence receipt of such Refund or application of such Refund against Taxes otherwise payable. To the extent that any indebtedness Refund (or portion thereof) in respect of which any amounts were paid over pursuant to be paid off at Closing may be deductible for income Tax purposes (the “Financing Fees Deduction”), and (iii) certain Transaction Expenses incurred immediately preceding sentence is subsequently disallowed by the Company or its Subsidiaries may be deductible for income applicable Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees DeductionAuthority, the “Closing Deductions”)Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company. (b) Purchaser shall pay the following amounts (collectively, the “Tax Benefit Amount”), at the following times, to the Common Stock Sellers If (i) Within five (5) Business Days after receipt by any a member of the Buying GRP&E/BCS Group Actually Realizes any Tax Benefit (A) as defined in clause (iii) below), the total amount a result of the Tax refund (inclusive of interest) paid an adjustment pursuant to any a Final Determination that increases Taxes for which a member of the Buying Parent Group is liable hereunder or any amount of Tax credited against Tax which any member of the Buying Group otherwise would be or would have been required to pay, in either case, with respect to any Pre-Closing Tax period but for the utilization of any of the Closing Deductions utilizing the Ordering Rule as defined in subsection (iii) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable to the carryback of any tax attribute from a post-Closing Tax period (or portion thereof), (B) expressly taken into account in the computation of Closing Working Capital, or (C) otherwise payable in accordance with the provisions of subsection (ii) below (any such amount, a “Closing Deduction Refund or Credit”). (ii) Within five (5) Business Days after the filing of any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall (A) provide to the Equity Sellers Representative a written certificate as to the amount, if any, and the calculation thereof, of the Utilized Tax Attributes (as defined in clause (iii) below) for the Buying Group for such Tax Return; and (B) pay to the Common Stock Sellers an amount equal to such Utilized Tax Attributes. (iii) For purposes hereof, “Utilized Tax Attributes” shall mean any reduction in the cash outlay for Taxes of any member of the Company or Buying Group that otherwise would be payable (including with respect to any Short Period and the portion of any Straddle Period ending on and including the Closing Date) but for the utilization of the Closing Deductions, determined by giving effect to the Ordering Rule, to the extent such reduction in cash outlay is reflected or taken into account (A) on any estimated tax payment or Tax Return filed on or before March 15, 2015, orotherwise, (B) as a result of any benefit from any Federal or state net operating loss or credit carryforward to a post-Closing tax periodliability, in each case generated by the Closing Deductions. If the Company or the Buying Group has other items of deductionobligation, loss or creditpayment (each, a “Loss”) for which a member of the Parent Group is required to indemnify any member of the GRP&E/BCS Group pursuant to the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement (in each case, without duplication of any amounts otherwise payable or taken into account under the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement), (C) that is a Parent Retained Tax Benefit (other than a Refund) or (D) as a result of any Section 336(e) Election (including, for the avoidance of doubt, any Tax Benefit Actually Realized by any member of the GRP&E/BCS Group as a result of any step-up in asset basis for Federal Income Tax purposes resulting from such Section 336(e) Election, except to the extent any such Tax Benefit is directly attributable to Taxes imposed on any member of the Parent Group as a result of such Section 336(e) Election and for which a member of the GRP&E/BCS Group has actually indemnified Parent pursuant to this Agreement), or (ii) a member of the Parent Group Actually Realizes any Tax Benefit (A) as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the GRP&E/BCS Group is liable hereunder or otherwise, (B) as a result of any Loss for which a member of the GRP&E/BCS Group is required to indemnify any member of the Parent Group pursuant to the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement (in each case, without duplication of any amounts otherwise payable or taken into account under the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement), or (C) that is a GRP&E/BCS Retained Tax Benefit (other than a Refund), GRP&E/BCS SpinCo or Parent, as the case may be, shall make a payment to the other Company in an amount equal to the amount of such Actually Realized Tax Benefit in cash within twenty (20) Business Days of Actually Realizing such Tax Benefit. To the extent that any Tax Benefit (or portion thereof) in respect of which any amounts were paid over pursuant to the foregoing provisions of this Section 6.01(b) is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company. (c) No later than twenty (20) Business Days after a Tax Benefit described in Section 6.01(b) is Actually Realized by a member of the Parent Group or a member of the GRP&E/BCS Group, Parent or GRP&E/BCS SpinCo, as the case may be, shall provide the other Company with a written calculation of the amount payable to such other items Company pursuant to Section 6.01(b) and describing in reasonable detail the particulars relating thereto. In the event that Parent or GRP&E/BCS SpinCo, as the case may be, disagrees with any such calculation described in this Section 6.01(c), Parent or GRP&E/BCS SpinCo shall so notify the other Company in writing within twenty (20) Business Days of receiving such written calculation. Parent and GRP&E/BCS SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Article 6 shall be deemed used subsequent determined in accordance with Article 15 as promptly as practicable. (d) GRP&E/BCS SpinCo shall be entitled to any Refund that is attributable to, and would not have arisen but for, a GRP&E/BCS Carryback Item that is required to be carried back to a Pre-Distribution Period under applicable Law and is carried back pursuant to and in accordance with Section 4.06 (a “Permitted GRP&E/BCS SpinCo Carryback”); provided, however, that GRP&E/BCS SpinCo shall indemnify and hold the members of the Parent Group harmless from and against any and all related costs and expenses and any collateral Tax consequences resulting from, attributable to or caused by any such Permitted GRP&E/BCS SpinCo Carryback, including (but not limited to) the loss or postponement of any benefit from the use of any Tax Attribute of any member of the Closing Deductions Parent Group (each, a “Parent Group Tax Attribute”) if (x) such Parent Group Tax Attribute expires unutilized, but would have been utilized but for such Permitted GRP&E/BCS SpinCo Carryback, or (y) the use of such Parent Group Tax Attribute is postponed to a later Tax Period than the Tax Period in connection with the determination which such Parent Group Tax Attribute would have been utilized but for such Permitted GRP&E/BCS SpinCo Carryback. Any such payment of the amount of such Refund made by Parent to GRP&E/BCS SpinCo pursuant to this Section 6.01(d) shall be recalculated in light of any Utilized Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a Parent Group Tax Attributes payable Attribute to a Tax Period in respect of which such Refund is received) that would affect the amount to which GRP&E/BCS SpinCo is entitled, and an appropriate adjusting payment shall be made by GRP&E/BCS SpinCo to Parent such that the aggregate amount paid pursuant to this Section 6.01(d) equals such recalculated amount. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over by Parent to GRP&E/BCS SpinCo pursuant to the Common Stock Sellers under foregoing provisions of this subsection (cSection 6.01(d) (such convention with respect to the ordering of the use of the Closing Deductions and other Tax benefits, the “Ordering Rule”). For purposes hereof, “Buying Group” shall mean Purchaser and each of its Subsidiaries and any other member included in any consolidated income tax filing is subsequently disallowed by the group in which Purchaser and/or Parent are a memberapplicable Tax Authority, GRP&E/BCS SpinCo shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to Parent.

Tax Benefits. (a) On If a member of the Closing DateEnterprise Group realizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the HP Group is liable hereunder or under the Foreign Separation Agreements and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis, assuming the HP Group or Enterprise Group, as the case may be, is an HP Full Taxpayer or an Enterprise Full Taxpayer, respectively), or if a member of the HP Group realizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Enterprise Group is liable hereunder or under the Foreign Separation Agreements and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis, assuming the HP Group or Enterprise Group, as the case may be, is an HP Full Taxpayer or an Enterprise Full Taxpayer, respectively), Enterprise or HP, as the case may be, shall make a payment to the other company within one hundred and twenty (120) Business Days following such realization of the Tax Benefit, in an amount equal to such Tax Benefit, plus interest on such amount computed at the Prime Rate based on the number of days from the date of such actual realization of the Tax Benefit to the date of payment of such amount under this Section 5.01(a). For purposes of Section 5.01, a Company shall be deemed to realize a Tax Benefit relating to— (i) any previously taxed earnings and profits, as described in Section 959 of the Code (“PTE”), at the time of such adjustment in an amount such that the payment made by the Company realizing the Tax Benefit pursuant to this Section 5.01(a) with respect to such PTE shall cause (i) the cancellation Net PTE Tax Payments of HP less the Options hereunder will give rise Remaining PTE Value held by HP to compensation deductions to the extent permitted by applicable Law (the “Option Deduction”), equal (ii) the unamortized feesNet PTE Tax Payments of Enterprise less the Remaining PTE Value held by Enterprise, unamortized interest as shown in Exhibit B (and other expenses incurred shall not, for the avoidance of doubt, be deemed to realize any further Tax Benefits with respect to such PTE at any later time); (ii) any receivable arising pursuant to Section 4.01 of Revenue Procedure 99-32 at the time such receivable is created, in an amount such that the payment made by the Company or its Subsidiaries in connection realizing the Tax Benefit pursuant to this Section 5.01(a) with respect to such receivable shall cause (i) the incurrence Net Receivable Tax Payments of HP less the Remaining Receivable Value held by HP to equal (ii) the Net Receivable Tax Payments of Enterprise less the Remaining Receivable Value held by Enterprise (and shall not, for the avoidance of doubt, be deemed to realize any indebtedness further Tax Benefits with respect to be paid off such receivable at Closing may be deductible for income Tax purposes (the “Financing Fees Deduction”any later time), and ; and (iii) certain Transaction Expenses incurred by any foreign tax credits, as described in Section 902 of the Code, at the time such Company would be eligible to claim a credit under Section 902 of the Code (disregarding any limitations for these purposes) with respect to a pool of earnings and profits including any such foreign tax credits, and shall not, for the avoidance of doubt, be deemed to realize any further Tax Benefits with respect to such foreign tax credits at any later time; provided, however, no Tax Benefit shall be realized (i) to the extent that the statutory tax rate of the legal entity paying such foreign tax (as adjusted to account for any lower rate granted pursuant to a Tax incentive, Tax ruling, Tax holiday or its Subsidiaries may be deductible similar arrangement) for the year of such foreign tax is less than fifteen (15) percent, or (ii) to the extent that the Final Determination resulting in such foreign tax credits also produces increased earnings and profits for U.S. federal income Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees Deduction, the “Closing Deductions”)tax purposes. (b) Purchaser shall pay the following amounts No later than one hundred and twenty (collectively, the “Tax Benefit Amount”), at the following times, to the Common Stock Sellers (i) Within five (5120) Business Days after receipt a Tax Benefit described in Section 5.01(a) is realized by a member of the HP Group or a member of the Enterprise Group, HP (if a member of the HP Group realizes such Tax Benefit) or Enterprise (if a member of the Enterprise Group realizes such Tax Benefit) shall provide the other Company with notice of the amount payable to such other Company by HP or Enterprise pursuant to this Section 5. In the event that HP or Enterprise disagrees with any such calculation described in this Section 5.01(b), HP or Enterprise shall so notify the other Company in writing within thirty (30) Business Days of receiving the written calculation set forth above in this Section 5.01(b). HP and Enterprise shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 5 shall be determined in accordance with the disagreement resolution provisions of Section 14 as promptly as practicable. (c) For the avoidance of doubt, this Section 5 shall apply to any adjustment under Section 482 of the Code or any similar provisions by any Tax Authority increasing the amount of payments received or deemed received by (1) any member of the Buying HP Group (as defined in clause (iii) below), the total amount of the Tax refund (inclusive of interest) paid to from any member of the Buying Enterprise Group or any amount of Tax credited against Tax which (2) any member of the Buying Enterprise Group otherwise would be or would have been required to pay, in either case, with respect to any Pre-Closing Tax period but for the utilization of any of the Closing Deductions utilizing the Ordering Rule as defined in subsection (iii) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable to the carryback of any tax attribute from a post-Closing Tax period (or portion thereof), (B) expressly taken into account in the computation of Closing Working Capital, or (C) otherwise payable in accordance with the provisions of subsection (ii) below (any such amount, a “Closing Deduction Refund or Credit”). (ii) Within five (5) Business Days after the filing of any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall (A) provide to the Equity Sellers Representative a written certificate as to the amount, if any, and the calculation thereof, of the Utilized Tax Attributes (as defined in clause (iii) below) for the Buying Group for such Tax Return; and (B) pay to the Common Stock Sellers an amount equal to such Utilized Tax Attributes. (iii) For purposes hereof, “Utilized Tax Attributes” shall mean any reduction in the cash outlay for Taxes of any member of the Company or Buying Group that otherwise would be payable (including with respect to any Short Period and the portion of any Straddle Period ending on and including the Closing Date) but for the utilization of the Closing Deductions, determined by giving effect to the Ordering Rule, to the extent such reduction in cash outlay is reflected or taken into account (A) on any estimated tax payment or Tax Return filed on or before March 15, 2015, or, (B) as a result of any benefit from any Federal or state net operating loss or credit carryforward to a post-Closing tax period, in each case generated by the Closing Deductions. If the Company or the Buying Group has other items of deduction, loss or credit, such other items shall be deemed used subsequent to use of the Closing Deductions in connection with the determination of the amount of any Utilized Tax Attributes payable to the Common Stock Sellers under this subsection (c) (such convention with respect to the ordering of the use of the Closing Deductions and other Tax benefits, the “Ordering Rule”). For purposes hereof, “Buying HP Group” shall mean Purchaser and each of its Subsidiaries and any other member included in any consolidated income tax filing by the group in which Purchaser and/or Parent are a member.

Tax Benefits. (a) On If a member of the Closing DateEnterprise Group realizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the HP Group is liable hereunder or under the Foreign Separation Agreements and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis, assuming the HP Group or Enterprise Group, as the case may be, is an HP Full Taxpayer or an Enterprise Full Taxpayer, respectively), or if a member of the HP Group realizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Enterprise Group is liable hereunder or under the Foreign Separation Agreements and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis, assuming the HP Group or Enterprise Group, as the case may be, is an HP Full Taxpayer or an Enterprise Full Taxpayer, respectively), Enterprise or HP, as the case may be, shall make a payment to the other company within one hundred and twenty (120) Business Days following such realization of the Tax Benefit, in an amount equal to such Tax Benefit, plus interest on such amount computed at the Prime Rate based on the number of days from the date of such actual realization of the Tax Benefit to the date of payment of such amount under this Section 5.01(a). For purposes of Section 5.01, a Company shall be deemed to realize a Tax Benefit relating to— (i) any previously taxed earnings and profits, as described in Section 959 of the Code (“PTE”), at the time of such adjustment in an amount such that the payment made by the Company realizing the Tax Benefit pursuant to this Section 5.01(a) with respect to such PTE shall cause (i) the cancellation Net PTE Tax Payments of HP less the Options hereunder will give rise Remaining PTE Value held by HP to compensation deductions to the extent permitted by applicable Law (the “Option Deduction”), equal (ii) the unamortized feesNet PTE Tax Payments of Enterprise less the Remaining PTE Value held by Enterprise, unamortized interest as shown in Exhibit B (and other expenses incurred shall not, for the avoidance of doubt, be deemed to realize any further Tax Benefits with respect to such PTE at any later time); (ii) any receivable arising pursuant to Section 4.01 of Revenue Procedure 99-32 at the time such receivable is created, in an amount such that the payment made by the Company or its Subsidiaries in connection realizing the Tax Benefit pursuant to this Section 5.01(a) with respect to such receivable shall cause (i) the incurrence Net Receivable Tax Payments of HP less the Remaining Receivable Value held by HP to equal (ii) the Net Receivable Tax Payments of Enterprise less the Remaining Receivable Value held by Enterprise (and shall not, for the avoidance of doubt, be deemed to realize any indebtedness further Tax Benefits with respect to be paid off such receivable at Closing may be deductible for income Tax purposes (the “Financing Fees Deduction”any later time), ; and Table of Contents (iii) certain Transaction Expenses incurred by any foreign tax credits, as described in Section 902 of the Code, at the time such Company would be eligible to claim a credit under Section 902 of the Code (disregarding any limitations for these purposes) with respect to a pool of earnings and profits including any such foreign tax credits, and shall not, for the avoidance of doubt, be deemed to realize any further Tax Benefits with respect to such foreign tax credits at any later time; provided, however, no Tax Benefit shall be realized (i) to the extent that the statutory tax rate of the legal entity paying such foreign tax (as adjusted to account for any lower rate granted pursuant to a Tax incentive, Tax ruling, Tax holiday or its Subsidiaries may be deductible similar arrangement) for the year of such foreign tax is less than fifteen (15) percent, or (ii) to the extent that the Final Determination resulting in such foreign tax credits also produces increased earnings and profits for U.S. federal income Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees Deduction, the “Closing Deductions”)tax purposes. (b) Purchaser shall pay the following amounts No later than one hundred and twenty (collectively, the “Tax Benefit Amount”), at the following times, to the Common Stock Sellers (i) Within five (5120) Business Days after receipt a Tax Benefit described in Section 5.01(a) is realized by a member of the HP Group or a member of the Enterprise Group, HP (if a member of the HP Group realizes such Tax Benefit) or Enterprise (if a member of the Enterprise Group realizes such Tax Benefit) shall provide the other Company with notice of the amount payable to such other Company by HP or Enterprise pursuant to this Section 5. In the event that HP or Enterprise disagrees with any such calculation described in this Section 5.01(b), HP or Enterprise shall so notify the other Company in writing within thirty (30) Business Days of receiving the written calculation set forth above in this Section 5.01(b). HP and Enterprise shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 5 shall be determined in accordance with the disagreement resolution provisions of Section 14 as promptly as practicable. (c) For the avoidance of doubt, this Section 5 shall apply to any adjustment under Section 482 of the Code or any similar provisions by any Tax Authority increasing the amount of payments received or deemed received by (1) any member of the Buying HP Group (as defined in clause (iii) below), the total amount of the Tax refund (inclusive of interest) paid to from any member of the Buying Enterprise Group or any amount of Tax credited against Tax which (2) any member of the Buying Enterprise Group otherwise would be or would have been required to pay, in either case, with respect to any Pre-Closing Tax period but for the utilization of any of the Closing Deductions utilizing the Ordering Rule as defined in subsection (iii) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable to the carryback of any tax attribute from a post-Closing Tax period (or portion thereof), (B) expressly taken into account in the computation of Closing Working Capital, or (C) otherwise payable in accordance with the provisions of subsection (ii) below (any such amount, a “Closing Deduction Refund or Credit”). (ii) Within five (5) Business Days after the filing of any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall (A) provide to the Equity Sellers Representative a written certificate as to the amount, if any, and the calculation thereof, of the Utilized Tax Attributes (as defined in clause (iii) below) for the Buying Group for such Tax Return; and (B) pay to the Common Stock Sellers an amount equal to such Utilized Tax Attributes. (iii) For purposes hereof, “Utilized Tax Attributes” shall mean any reduction in the cash outlay for Taxes of any member of the Company or Buying Group that otherwise would be payable (including with respect to any Short Period and the portion of any Straddle Period ending on and including the Closing Date) but for the utilization of the Closing Deductions, determined by giving effect to the Ordering Rule, to the extent such reduction in cash outlay is reflected or taken into account (A) on any estimated tax payment or Tax Return filed on or before March 15, 2015, or, (B) as a result of any benefit from any Federal or state net operating loss or credit carryforward to a post-Closing tax period, in each case generated by the Closing Deductions. If the Company or the Buying Group has other items of deduction, loss or credit, such other items shall be deemed used subsequent to use of the Closing Deductions in connection with the determination of the amount of any Utilized Tax Attributes payable to the Common Stock Sellers under this subsection (c) (such convention with respect to the ordering of the use of the Closing Deductions and other Tax benefits, the “Ordering Rule”). For purposes hereof, “Buying HP Group” shall mean Purchaser and each of its Subsidiaries and any other member included in any consolidated income tax filing by the group in which Purchaser and/or Parent are a member.

Tax Benefits. (a) On the Closing DateExcept as set forth below, (i) ▇▇▇▇▇▇▇ Controls shall be entitled to any Refund (and any interest thereon received from the cancellation applicable Tax Authority) of the Options hereunder will give rise to compensation deductions (x) any Taxes actually paid prior to the extent permitted by applicable Law Distribution Date (the “Option Deduction”), (ii) the unamortized fees, unamortized interest and other expenses incurred by the Company or its Subsidiaries in connection with the incurrence of any indebtedness to be paid off at Closing may be deductible for income Tax purposes (the “Financing Fees Deduction”), and (iii) certain Transaction Expenses incurred by the Company or its Subsidiaries may be deductible for income Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees Deduction, the “Closing Deductions”). (b) Purchaser shall pay the following amounts (collectively, the “Tax Benefit Amount”), at the following times, to the Common Stock Sellers (i) Within five (5) Business Days after receipt by any member of the Buying Group (as defined in clause (iii) below), the total amount of the Tax refund (inclusive of interest) paid to any member of the Buying Group or any amount of Tax credited against Tax which any member of the Buying Group otherwise would be or would have been required to pay, in either case, with respect to any Pre-Closing Tax period but for the utilization of any of the Closing Deductions utilizing the Ordering Rule as defined in subsection (iii) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable such Refund was reflected as an asset on Adient’s opening standalone balance sheet dated as of the date of Distribution, (B) such Refund is received in respect of excess estimated Tax payments taken into account for purposes of determining the amount of the adjustment payment, if any, required to be made pursuant to Section 2.12(c) of the Separation and Distribution Agreement), or (C) such Taxes were actually paid by a member of the Adient Group (and not paid by a member of the ▇▇▇▇▇▇▇ Controls Group on behalf of a member or members of the Adient Group) prior to the carryback Distribution Date and the payment of such Taxes was not taken into account, directly or indirectly (including as a result of the Distribution Cash Amounts (as defined in Schedule 2.12(c)(i) to the Separation and Distribution Agreement) being lower as a result of such payment), for purposes of determining the amount of the adjustment payment, if any, required to be made pursuant to Section 2.12(c) of the Separation and Distribution Agreement) and (y) any Taxes for which ▇▇▇▇▇▇▇ Controls is liable hereunder and (ii) Adient shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) of any tax attribute from Taxes for which Adient is liable hereunder (other than any Refund to which ▇▇▇▇▇▇▇ Controls is entitled pursuant to clause (i) above). The Company receiving a post-Closing Tax period Refund to which another Company is entitled hereunder, in whole or in part, shall pay over the amount of such Refund (or portion thereof) (and any interest on such amount received from the applicable Tax Authority) to such other Company within ten (10) Business Days after the receipt of such Refund or application of such Refund against Taxes otherwise payable. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over pursuant to the immediately preceding sentence is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company. (b) If (i) a member of the Adient Group Actually Realizes any Tax Benefit as a result of (A) an adjustment pursuant to a Final Determination that increases Taxes for which a member of the ▇▇▇▇▇▇▇ Controls Group is liable hereunder or otherwise (or reduces any Tax Attribute of a member of the ▇▇▇▇▇▇▇ Controls Group or any other ▇▇▇▇▇▇▇ Controls Group Relief), (B) expressly any liability, obligation, loss or payment (each, a “Loss”) for which a member of the ▇▇▇▇▇▇▇ Controls Group is required to indemnify any member of the Adient Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement), (C) any Section 336(e) Election (including, for the avoidance of doubt, any Tax Benefit Actually Realized by the Adient Group as a result of any step-up in asset basis for U.S. federal income tax purposes resulting from such Section 336(e) Election), except to the computation extent any such Tax Benefit is directly attributable to Taxes imposed on ▇▇▇▇▇▇▇ Controls as a result of Closing Working Capitalsuch Section 336(e) Election and for which Adient has actually indemnified ▇▇▇▇▇▇▇ Controls pursuant to this Agreement, (D) the utilization of any Electronics Business Tax Attribute (or otherwise in respect of the Electronics Business), and, in each case, such Tax Benefit would not have arisen but for such adjustment, Loss, election or Electronics Business Tax Attribute (or Electronics Business) (determined on a “with and without” basis), or (CE) the payment of any Specified PRC Taxes, or (ii) if a member of the ▇▇▇▇▇▇▇ Controls Group Actually Realizes any Tax Benefit as a result of (A) an adjustment pursuant to a Final Determination that increases Taxes for which a member of the Adient Group is liable hereunder or otherwise (or reduces any Tax Attribute of a member of the Adient Group or any other Adient Group Relief), or (B) any Loss for which a member of the Adient Group is required to indemnify any member of the ▇▇▇▇▇▇▇ Controls Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement), and, in each case, such Tax Benefit would not have arisen but for such adjustment or Loss (determined on a “with and without” basis), Adient or ▇▇▇▇▇▇▇ Controls, as the case may be, shall make a payment to the other Company in an amount equal to the amount of such Actually Realized Tax Benefit in cash within ten (10) Business Days of Actually Realizing such Tax Benefit. To the extent that any Tax Benefit (or portion thereof) in respect of which any amounts were paid over pursuant to the foregoing provisions of this Section 5.01(b) is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company. (c) No later than ten (10) Business Days after a Tax Benefit described in Section 5.01(b) is Actually Realized by a member of the ▇▇▇▇▇▇▇ Controls Group or a member of the Adient Group, ▇▇▇▇▇▇▇ Controls or Adient, as the case may be, shall provide the other Company with a written calculation of the amount payable to such other Company pursuant to Section 5.01(b). In the event that ▇▇▇▇▇▇▇ Controls or Adient, as the case may be, disagrees with any such calculation described in this Section 5.01(c), ▇▇▇▇▇▇▇ Controls or Adient shall so notify the other Company in writing within twenty (20) Business Days of receiving such written calculation. ▇▇▇▇▇▇▇ Controls and Adient shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 5 shall be determined in accordance with the disagreement resolution provisions of subsection (ii) below (any such amount, a “Closing Deduction Refund or Credit”)Section 13 as promptly as practicable. (iid) Within five Adient shall be entitled to any Refund that is attributable to, and would not have arisen but for, an Adient Carryback Item that is required to be carried back to a Pre-Distribution Period under applicable Law and is carried back pursuant to and in accordance with Section 3.06 (5a “Permitted Adient Carryback”); provided, however, that Adient shall indemnify and hold the members of the ▇▇▇▇▇▇▇ Controls Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Permitted Adient Carryback, including (but not limited to) Business Days after the filing loss or postponement of any benefit from the use of any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall (A) provide to the Equity Sellers Representative a written certificate as to the amount, if any, and the calculation thereof, of the Utilized Tax Attributes (as defined in clause (iii) below) for the Buying Group for such Tax Return; and (B) pay to the Common Stock Sellers an amount equal to such Utilized Tax Attributes. (iii) For purposes hereof, “Utilized Tax Attributes” shall mean any reduction in the cash outlay for Taxes Attribute of any member of the Company ▇▇▇▇▇▇▇ Controls Group, any Tax Attribute generated by a member of the ▇▇▇▇▇▇▇ Controls Group or Buying an Affiliate thereof or any other ▇▇▇▇▇▇▇ Controls Group that otherwise Relief (each, a “▇▇▇▇▇▇▇ Controls Group Tax Attribute”) if (x) such Tax Attribute expires unutilized, but would be payable (including with respect to any Short Period and the portion of any Straddle Period ending on and including the Closing Date) have been utilized but for such Permitted Adient Carryback, or (y) the utilization use of the Closing Deductions, determined by giving effect to the Ordering Rule, to the extent such reduction in cash outlay Tax Attribute is reflected or taken into account (A) on any estimated tax payment or Tax Return filed on or before March 15, 2015, or, (B) as a result of any benefit from any Federal or state net operating loss or credit carryforward postponed to a post-Closing tax period, later Tax Period than the Tax Period in each case generated by the Closing Deductionswhich such Tax Attribute would have been utilized but for such Permitted Adient Carryback. If the Company or the Buying Group has other items of deduction, loss or credit, Any such other items shall be deemed used subsequent to use of the Closing Deductions in connection with the determination payment of the amount of such Refund made by ▇▇▇▇▇▇▇ Controls to Adient pursuant to this Section 5.01(d) shall be recalculated in light of any Utilized Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a ▇▇▇▇▇▇▇ Controls Group Tax Attributes payable Attribute to a Tax Period in respect of which such Refund is received) that would affect the amount to which Adient is entitled, and an appropriate adjusting payment shall be made by Adient to ▇▇▇▇▇▇▇ Controls such that the aggregate amount paid pursuant to this Section 5.01(d) equals such recalculated amount. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over by ▇▇▇▇▇▇▇ Controls to Adient pursuant to the Common Stock Sellers under foregoing provisions of this subsection Section 5.01(d) is subsequently disallowed by the applicable Tax Authority, Adient shall promptly repay such amounts (ctogether with any penalties, interest or other charges imposed by the relevant Tax Authority) to ▇▇▇▇▇▇▇ Controls. (such convention with respect e) For the avoidance of doubt, notwithstanding any of the foregoing (or any other provision in this Agreement) to the ordering of the use of the Closing Deductions and contrary, any recovery, Refund or other Tax benefits, Benefit in respect of VAT Charges (and entitlement thereto) shall be governed exclusively by Schedule 2.12(c)(ii) to the “Ordering Rule”). For purposes hereof, “Buying Group” shall mean Purchaser Separation and each of its Subsidiaries and any other member included in any consolidated income tax filing by the group in which Purchaser and/or Parent are a memberDistribution Agreement.

Tax Benefits. (a) On the Closing DateExcept as set forth below, (i) Parent shall be entitled to any Refund (and any interest thereon received from the cancellation applicable Tax Authority) of the Options any Taxes (A) for which Parent is liable hereunder will give rise to compensation deductions to the extent permitted by applicable Law (the “Option Deduction”other than any such Refund that is a GRP&E/BCS Retained Tax Benefit), or (B) that is a Parent Retained Tax Benefit and (ii) GRP&E/BCS SpinCo shall be entitled to any Refund (and any interest thereon received from the unamortized feesapplicable Tax Authority) (A) of any Taxes for which GRP&E/BCS SpinCo is liable hereunder (other than any Refund to which Parent is entitled pursuant to clause (i) above) or (B) that is a GRP&E/BCS Retained Tax Benefit. The Company receiving a Refund to which the other Company is entitled hereunder, unamortized in whole or in part, shall pay over the amount of such Refund (or portion thereof) (and any interest on such amount received from the applicable Tax Authority but net of any costs and other expenses (including Taxes) incurred by the Company (or a member of its Subsidiaries Group) receiving such Refund in connection with obtaining or securing such Refund) to such other Company within twenty (20) Business Days after the incurrence receipt of such Refund or application of such Refund against Taxes otherwise payable. To the extent that any indebtedness Refund (or portion thereof) in respect of which any amounts were paid over pursuant to be paid off at Closing may be deductible for income Tax purposes (the “Financing Fees Deduction”), and (iii) certain Transaction Expenses incurred immediately preceding sentence is subsequently disallowed by the Company or its Subsidiaries may be deductible for income applicable Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees DeductionAuthority, the “Closing Deductions”)Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company. (b) Purchaser shall pay the following amounts (collectively, the “Tax Benefit Amount”), at the following times, to the Common Stock Sellers If (i) Within five (5) Business Days after receipt by any a member of the Buying GRP&E/BCS Group Actually Realizes any Tax Benefit (A) as defined in clause (iii) below), the total amount a result of the Tax refund (inclusive of interest) paid an adjustment pursuant to any a Final Determination that increases Taxes for which a member of the Buying Parent Group is liable hereunder or any amount of Tax credited against Tax which any member of the Buying Group otherwise would be or would have been required to pay, in either case, with respect to any Pre-Closing Tax period but for the utilization of any of the Closing Deductions utilizing the Ordering Rule as defined in subsection (iii) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable to the carryback of any tax attribute from a post-Closing Tax period (or portion thereof), (B) expressly taken into account in the computation of Closing Working Capital, or (C) otherwise payable in accordance with the provisions of subsection (ii) below (any such amount, a “Closing Deduction Refund or Credit”). (ii) Within five (5) Business Days after the filing of any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall (A) provide to the Equity Sellers Representative a written certificate as to the amount, if any, and the calculation thereof, of the Utilized Tax Attributes (as defined in clause (iii) below) for the Buying Group for such Tax Return; and (B) pay to the Common Stock Sellers an amount equal to such Utilized Tax Attributes. (iii) For purposes hereof, “Utilized Tax Attributes” shall mean any reduction in the cash outlay for Taxes of any member of the Company or Buying Group that otherwise would be payable (including with respect to any Short Period and the portion of any Straddle Period ending on and including the Closing Date) but for the utilization of the Closing Deductions, determined by giving effect to the Ordering Rule, to the extent such reduction in cash outlay is reflected or taken into account (A) on any estimated tax payment or Tax Return filed on or before March 15, 2015, orotherwise, (B) as a result of any benefit from any Federal or state net operating loss or credit carryforward to a post-Closing tax periodliability, in each case generated by the Closing Deductions. If the Company or the Buying Group has other items of deductionobligation, loss or creditpayment (each, a “Loss”) for which a member of the Parent Group is required to indemnify any member of the GRP&E/BCS Group pursuant to the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement (in each case, without duplication of any amounts otherwise payable or taken into account under the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement), (C) that is a Parent Retained Tax Benefit (other than a Refund) or (D) as a result of any Section 336(e) Election (including, for the avoidance of doubt, any Tax Benefit Actually Realized by any member of the GRP&E/BCS Group as a result of any step-up in asset basis for Federal Income Tax purposes resulting from such Section 336(e) Election, except to the extent any such Tax Benefit is directly attributable to Taxes imposed on any member of the Parent Group as a result of such Section 336(e) Election and for which a member of the GRP&E/BCS Group has actually indemnified Parent pursuant to this Agreement), or (ii) a member of the Parent Group Actually Realizes any Tax Benefit (A) as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the GRP&E/BCS Group is liable hereunder or otherwise, (B) as a result of any Loss for which a member of the GRP&E/BCS Group is required to indemnify any member of the Parent Group pursuant to the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement (in each case, without duplication of any amounts otherwise payable or taken into account under the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement), or (C) that is a GRP&E/BCS Retained Tax Benefit (in each case, other than a Refund), GRP&E/BCS SpinCo or Parent, as the case may be, shall make a payment to the other Company in an amount equal to the amount of such Actually Realized Tax Benefit in cash within twenty (20) Business Days of Actually Realizing such Tax Benefit. To the extent that any Tax Benefit (or portion thereof) in respect of which any amounts were paid over pursuant to the foregoing provisions of this Section 6.01(b) is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company. (c) No later than twenty (20) Business Days after a Tax Benefit described in Section 6.01(b) is Actually Realized by a member of the Parent Group or a member of the GRP&E/BCS Group, Parent or GRP&E/BCS SpinCo, as the case may be, shall provide the other Company with a written calculation of the amount payable to such other items Company pursuant to Section 6.01(b) and describing in reasonable detail the particulars relating thereto. In the event that Parent or GRP&E/BCS SpinCo, as the case may be, disagrees with any such calculation described in this Section 6.01(c), Parent or GRP&E/BCS SpinCo shall so notify the other Company in writing within twenty (20) Business Days of receiving such written calculation. Parent and GRP&E/BCS SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Article 6 shall be deemed used subsequent determined in accordance with Article 14 as promptly as practicable. (d) GRP&E/BCS SpinCo shall be entitled to any Refund that is attributable to, and would not have arisen but for, a GRP&E/BCS Carryback Item that is required to be carried back to a Pre-Distribution Period under applicable Law and is carried back pursuant to and in accordance with Section 4.06 (a “Permitted GRP&E/BCS SpinCo Carryback”); provided, however, that GRP&E/BCS SpinCo shall indemnify and hold the members of the Parent Group harmless from and against any and all related costs and expenses and any collateral Tax consequences resulting from, attributable to or caused by any such Permitted GRP&E/BCS SpinCo Carryback, including (but not limited to) the loss or postponement of any benefit from the use of any Tax Attribute of any member of the Closing Deductions Parent Group (each, a “Parent Group Tax Attribute”) if (x) such Parent Group Tax Attribute expires unutilized, but would have been utilized but for such Permitted GRP&E/BCS SpinCo Carryback, or (y) the use of such Parent Group Tax Attribute is postponed to a later Tax Period than the Tax Period in connection with the determination which such Parent Group Tax Attribute would have been utilized but for such Permitted GRP&E/BCS SpinCo Carryback. Any such payment of the amount of such Refund made by Parent to GRP&E/BCS SpinCo pursuant to this Section 6.01(d) shall be recalculated in light of any Utilized Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a Parent Group Tax Attributes payable Attribute to a Tax Period in respect of which such Refund is received) that would affect the amount to which GRP&E/BCS SpinCo is entitled, and an appropriate adjusting payment shall be made by GRP&E/BCS SpinCo to Parent such that the aggregate amount paid pursuant to this Section 6.01(d) equals such recalculated amount. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over by Parent to GRP&E/BCS SpinCo pursuant to the Common Stock Sellers under foregoing provisions of this subsection (cSection 6.01(d) (such convention with respect to the ordering of the use of the Closing Deductions and other Tax benefits, the “Ordering Rule”). For purposes hereof, “Buying Group” shall mean Purchaser and each of its Subsidiaries and any other member included in any consolidated income tax filing is subsequently disallowed by the group in which Purchaser and/or Parent are a memberapplicable Tax Authority, GRP&E/BCS SpinCo shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to ParentCo.

Tax Benefits. (a) On The Purchaser will pay to the Seller Representative, for the benefit of and for further distribution to each Seller and Falcon of such Seller’s and Falcon’s Pro Rata Share of, any Seller Tax Benefit, or any portion thereof, within fifteen (15) days of realizing such Seller Tax Benefit, by wire transfer of immediately available funds to the account or accounts and in the amounts calculated pursuant to this Section 12.08(a), provided that no Seller Tax Benefit shall be paid to the Seller Representative to the extent that such Seller Tax Benefit is taken into account in calculating the purchase price. For this purpose, a “Seller Tax Benefit” is (i) any refund of Tax attributable to Taxes paid by either the Company or any of its Subsidiaries or economically borne by Sellers with respect to a Pre-Closing Tax Period, including to the extent attributable to a Transaction Tax Deduction (including any refund of Tax from the carryback of tax items from the Pre-Closing Tax Period) and any interest thereon, and (ii) any reduction in the Purchaser’s, the Company’s, or any of their Subsidiaries’ or their Affiliates’ cumulative liability for Taxes with respect to any taxable period (or portion thereof) beginning on or after the Closing Date resulting, directly or indirectly, from a Transaction Tax Deduction (including from any net operating loss carryforward attributable to any Transaction Tax Deduction); provided, that the Seller Tax Benefit shall not in the aggregate exceed five-hundred thousand ($500,000) dollars; and, provided, further, that no portion of any fees paid to ▇▇▇▇▇ Group LLC or its Affiliates shall be taken into account in determining any Seller Tax Benefit. A Seller Tax Benefit will be deemed to be realized in a taxable year if, and to the extent that, either (1) Purchaser, the Company or any of their respective Subsidiaries or Affiliates receives a refund or other return of Taxes paid or credit in lieu thereof, or (2) the Purchaser’s, the Company’s or any of their respective Subsidiaries’ or Affiliates’ cumulative liability for Taxes through such taxable period, calculated by excluding the relevant Transaction Tax Deduction, exceeds the Purchaser’s, the Company’s or any of their respective Subsidiaries’ or Affiliates’ actual liability for Taxes through such taxable period, calculated by taking into account the relevant Transaction Tax Deduction (treating such Transaction Tax Deduction as the last item claimed for any taxable period). The Purchaser shall take, and shall cause the Company and its Subsidiaries to take, all reasonable steps to ensure that the Seller Tax Benefits are realized at the earliest possible time to the maximum extent allowed by applicable Law. Until such time as all Transaction Tax Deductions have been fully utilized to generate payments under this Section 12.08(a), the Purchaser shall provide or cause to be provided to the Representative on an annual basis a schedule identifying the amount of Transaction Tax Deductions utilized in the most recent Tax year and the amount of Transaction Tax Deductions that have not yet been utilized along with any information reasonably requested by the Representative to understand such schedule and whether such schedule has been prepared in accordance with this Agreement. Notwithstanding the foregoing, any Seller Tax Benefit(s) paid pursuant to this Section 12.08(a) shall be paid (A) net of the amount of any Tax payments with respect to Taxes (but excluding any Taxes that were included in the Tax Amount) of the Company or any Subsidiary thereof for a Pre-Closing Tax Period that is paid by the Purchaser, the Company or any Subsidiary of the Company in a Tax period beginning on or after the Closing Date, and (iB) net of any reasonable out-of-pocket costs incurred by the cancellation Purchaser in obtaining such Seller Tax Benefits. The Purchaser and Seller will equitably apportion any Tax refunds (including any interest received thereon) received or realized with respect to Taxes imposed on or with respect to the Company or any of its Subsidiaries for a Straddle Period in a manner consistent with the Options hereunder will give rise principles set forth in Section 12.04 for the applicable Tax associated with such Tax refund. If any such Tax refund in respect of which Purchaser made a payment to compensation deductions the Seller Representative (on behalf of Seller and Falcon) pursuant to this Section 12.08(a) is subsequently disallowed or reduced, Seller and Falcon shall promptly repay the amount of such Tax refund received, to the extent disallowed or reduced, to the Purchaser, together with any interest, penalties or other charges imposed thereon by the applicable taxing authority. (b) With respect to the preparation of Tax Returns, the Purchaser and the Seller Representative agree to request a refund (rather than a credit against future Taxes) with respect to any overpayment for any Pre-Closing Tax Period; provided, however, that the Purchaser shall not be required to prosecute any claims related to Tax refunds if Purchaser reasonably determines it would materially increase the Tax Liabilities of the Company or any of its Subsidiaries in a Post-Closing Tax Period or otherwise result in any other material adverse Tax consequences to the Purchaser, the Company, any of its Subsidiaries or any of their Affiliates. In addition, the Purchaser shall use commercially reasonable efforts to cause the Company and its Subsidiaries to prepare and file an IRS Form 4466 (and analogous forms under state and local tax law) if an overpayment of estimated Taxes for any Pre-Closing Tax Period has been made that can be recovered through filing of an IRS Form 4466 (and analogous forms under state and local law) no later than the due date for filing such Tax Returns, taking into account automatic extensions of time to file. To the extent any net operating losses from the Pre-Closing Tax Period, including any Transaction Tax Deductions, are not fully utilized in the Pre-Closing Tax Period ending on or including the Closing Date, the Sellers, the Seller Representative, the Purchaser and the Company consent and agree that the Company and its Subsidiaries, as appropriate, will elect to carry back any such net operating loss, including any item of loss, deduction, or credit from any Transaction Tax Deductions, to prior taxable years or periods to the fullest extent permitted by applicable Law law (using any available short-form or accelerated procedures and filing amended Tax Returns to the “Option Deduction”extent necessary), (ii) and the unamortized fees, unamortized interest Purchaser and other expenses incurred by the Company or its Subsidiaries in connection with the incurrence of any indebtedness will use commercially reasonable efforts to prepare and file, or cause to be paid off at Closing may be deductible for income Tax purposes (the “Financing Fees Deduction”)prepared and filed, and (iii) certain Transaction Expenses incurred by the Company or its Subsidiaries may be deductible for income Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees Deduction, the “Closing Deductions”). (b) Purchaser shall pay the as soon as practicable following amounts (collectively, the “Tax Benefit Amount”), at the following times, to the Common Stock Sellers (i) Within five (5) Business Days after receipt by any member of the Buying Group (as defined in clause (iii) below), the total amount of the Tax refund (inclusive of interest) paid to any member of the Buying Group or any amount of Tax credited against Tax which any member of the Buying Group otherwise would be or would have been required to pay, in either case, with respect to any Pre-Closing Tax period but for the utilization of any of the Closing Deductions utilizing the Ordering Rule as defined in subsection (iii) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable to the carryback of any tax attribute from a post-Closing Tax period (or portion thereof), (B) expressly taken into account in the computation of Closing Working Capital, or (C) otherwise payable in accordance with the provisions of subsection (ii) below (any such amount, a “Closing Deduction Refund or Credit”). (ii) Within five (5) Business Days after the filing of any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall (A) provide to the Equity Sellers Representative a written certificate as to the amount, if any, and the calculation thereof, of the Utilized Tax Attributes (as defined in clause (iii) below) for the Buying Group for such Tax Return; and (B) pay to the Common Stock Sellers an amount equal to such Utilized Tax Attributes. (iii) For purposes hereof, “Utilized Tax Attributes” shall mean any reduction in the cash outlay for Taxes of any member of the Company or Buying Group that otherwise would be payable (including with respect to any Short Period and the portion of any Straddle Period ending on and including the Closing Date) but , any claim for the utilization refund resulting from such carry back as part of the Closing Deductions, determined by giving effect to the Ordering Rule, to the extent such reduction in cash outlay is reflected or taken into account (A) on any estimated tax payment or preparation and filing of their Tax Return filed on or before March 15, 2015, or, (B) as a result of any benefit from any Federal or state net operating loss or credit carryforward to a post-Closing tax period, in each case generated by the Closing Deductions. If the Company or the Buying Group has other items of deduction, loss or credit, such other items shall be deemed used subsequent to use of the Closing Deductions in connection with the determination of the amount of any Utilized Tax Attributes payable to the Common Stock Sellers under this subsection (c) (such convention with respect to the ordering of the use of the Closing Deductions and other Tax benefits, the “Ordering Rule”). For purposes hereof, “Buying Group” shall mean Purchaser and each of its Subsidiaries and any other member included in any consolidated income tax filing by the group in which Purchaser and/or Parent are a memberReturns.

Tax Benefits. (a) On Except as set forth below, SYNNEX shall be entitled to any refund (and any interest thereon received from the Closing Dateapplicable Tax Authority) of Income Taxes and Other Taxes (or the applicable portion thereof) for which SYNNEX is liable hereunder, Concentrix shall be entitled to any refund (iand any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes (or the cancellation applicable portion thereof) for which Concentrix is liable hereunder, and a Party receiving a refund to which another Party is entitled hereunder in whole or in part shall pay over such refund (or portion thereof) to such other Party within 45 days after such refund is received (together with interest computed at the Prime Rate based on the number of days from the Options hereunder will give rise to compensation deductions date the refund was received to the extent permitted by applicable Law (date the “Option Deduction”), (ii) the unamortized fees, unamortized interest and other expenses incurred by the Company or its Subsidiaries in connection with the incurrence of any indebtedness to be refund was paid off at Closing may be deductible for income Tax purposes (the “Financing Fees Deduction”), and (iii) certain Transaction Expenses incurred by the Company or its Subsidiaries may be deductible for income Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees Deduction, the “Closing Deductions”over). (b) Purchaser shall pay the following amounts (collectively, the “Tax Benefit Amount”), at the following times, to the Common Stock Sellers If (i) Within five (5) Business Days after receipt by any a member of the Buying Concentrix Group actually realizes in cash any Tax Benefit as a result of (as defined in clause A) an adjustment pursuant to a Final Determination or reporting required by Section 4.02(b) or (iiic) belowthat increases Taxes for which a member of the SYNNEX Group is liable hereunder (or reduces any Tax Attribute of a member of the SYNNEX Group), or (B) any income inclusion by the total amount Concentrix Group with respect to which SYNNEX is responsible for Taxes pursuant to Section 2.02(b) or (c), and, in each case, such Tax Benefit would not have arisen but for such adjustment, reporting or income inclusion (determined on a “with and without” basis), or (ii) if a member of the SYNNEX Group actually realizes in cash any Tax Benefit as a result of an adjustment pursuant to a Final Determination or reporting required by Section 4.02(b) or (c) that increases Taxes for which a member of the Concentrix Group is liable hereunder (or reduces any Tax Attribute of a member of the Concentrix Group) and such Tax Benefit would not have arisen but for such adjustment or reporting (determined on a “with and without” basis), Concentrix or SYNNEX, as the case may be, shall make a payment to either SYNNEX or Concentrix, as appropriate, within 45 days following such actual realization of the Tax refund (inclusive of interest) paid to any member of the Buying Group or any amount of Tax credited against Tax which any member of the Buying Group otherwise would be or would have been required to payBenefit, in either case, with respect to any Pre-Closing Tax period but for the utilization of any of the Closing Deductions utilizing the Ordering Rule as defined in subsection (iii) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable to the carryback of any tax attribute from a post-Closing Tax period (or portion thereof), (B) expressly taken into account in the computation of Closing Working Capital, or (C) otherwise payable in accordance with the provisions of subsection (ii) below (any such amount, a “Closing Deduction Refund or Credit”). (ii) Within five (5) Business Days after the filing of any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall (A) provide to the Equity Sellers Representative a written certificate as to the amount, if any, and the calculation thereof, of the Utilized Tax Attributes (as defined in clause (iii) below) for the Buying Group for such Tax Return; and (B) pay to the Common Stock Sellers an amount equal to such Utilized Tax Attributes. (iii) For purposes hereof, “Utilized Tax Attributes” shall mean any reduction Benefit actually realized in the cash outlay for Taxes of any member of the Company or Buying Group that otherwise would be payable (including with respect to any Short Period and the portion of any Straddle Period ending on and including the Closing Date) but for the utilization of the Closing Deductions, determined by giving effect to the Ordering Rule, to the extent such reduction in cash outlay is reflected or taken into account (A) on any estimated tax payment or Tax Return filed on or before March 15, 2015, or, (B) Benefit actually realized as a result of the payment), plus interest on such amount computed at the Prime Rate based on the number of days from the date of such actual realization of the Tax Benefit to the date of payment of such amount under this Section 6.01(b). (c) No later than 45 days after a Tax Benefit described in Section 6.01(b) is actually realized in cash by a member of the SYNNEX Group or a member of the Concentrix Group, SYNNEX (if a member of the SYNNEX Group actually realizes such Tax Benefit) or Concentrix (if a member of the Concentrix Group actually realizes such Tax Benefit) shall provide the other Party with a written calculation of the amount payable to such other Party by SYNNEX or Concentrix pursuant to this Section 6. In the event that SYNNEX or Concentrix disagrees with any such calculation described in this Section 6.01(c), SYNNEX or Concentrix shall so notify the other Party in writing within 45 days of receiving the written calculation set forth above in this Section 6.01(c). SYNNEX and Concentrix shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 6 shall be determined in accordance with the dispute resolution provisions of Section 14 as promptly as practicable. (d) Concentrix shall be entitled to any refund that is attributable to, and would not have arisen but for, a Concentrix Carryback Item pursuant to the proviso set forth in Section 4.05; provided, however, Concentrix shall indemnify and hold the members of the SYNNEX Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from any Federal or state net operating loss or credit carryforward to a post-Closing tax period, in each case generated by the Closing Deductions. If the Company or the Buying Group has other items of deduction, loss or credit, such other items shall be deemed used subsequent to use of the Closing Deductions in connection with the determination of the amount of any Utilized Tax Attributes payable to the Common Stock Sellers under this subsection (c) (such convention with respect to the ordering of the use of Tax Attributes generated by a member of the Closing Deductions and other SYNNEX Group or an Affiliate thereof if (x) such Tax benefitsAttributes expire unutilized, but would have been utilized but for such Carryback, or (y) the “Ordering Rule”)use of such Tax Attributes is postponed to a later Tax Period than the Tax Period in which such Tax Attributes would have been utilized but for such Carryback. For purposes hereof, “Buying Group” Any such payment of such refund made by SYNNEX to Concentrix pursuant to this Section 6.01(d) shall mean Purchaser and each be recalculated in light of its Subsidiaries and any Final Determination (or any other member included facts that may arise or come to light after such payment is made, such as a carryback of an SYNNEX Group Tax Attribute to a Tax Period in any consolidated income tax filing respect of which such refund is received) that would affect the amount to which Concentrix is entitled, and an appropriate adjusting payment shall be made by Concentrix to SYNNEX such that the group in which Purchaser and/or Parent are a memberaggregate amount paid pursuant to this Section 6.01(d) equals such recalculated amount (with interest computed at the Prime Rate).

Tax Benefits. (a) On Notwithstanding anything in Section 9.01 to the Closing Datecontrary, in the event that Compuware, at its option and in its sole discretion, submits a request for and obtains a private letter ruling from the IRS, on or before the extended due date for the federal income tax return for the taxable year ending March 31, 2015, to the effect that Compuware would not recognize gain with respect to the deduction by Compuware of those Covisint Compensation Items related to Options, stock, performance share units, or options under employee stock purchase plans granted before the Effective Date (“Retained Covisint Compensation Items”), then Section 9.01(b) and Section 9.01(c) shall not apply to such Retained Covisint Compensation Items and Compuware shall be entitled to the Tax Benefit arising from such Retained Covisint Compensation Items. Section 9.01(b) and Section 9.01(c) shall continue to apply to Covisint Compensation Items other than Retained Covisint Compensation Items. The Parties hereto agree (i) the cancellation of the Options hereunder will give rise to compensation report all Tax deductions with respect to Retained Covisint Compensation Items consistently with this Section 9.02(a), to the extent permitted by applicable Law (the “Option Deduction”), Tax law and (ii) that such Tax deductions shall not be considered Tax deductions of Covisint or any Covisint Affiliate for purposes of computing the unamortized fees, unamortized interest and other expenses incurred by Covisint Separate Tax Liability or Covisint Separate Tax Assets or Taxes related to the Company or its Subsidiaries in connection with the incurrence of any indebtedness to be paid off at Closing may be deductible for income Tax purposes (the “Financing Fees Deduction”), and (iii) certain Transaction Expenses incurred by the Company or its Subsidiaries may be deductible for income Tax purposes (the “Transaction Fees Deduction” and collectively with the Option Deduction and the Financing Fees Deduction, the “Closing Deductions”)Covisint Business. (b) Purchaser If Section 9.02(a) applies, then Compuware shall pay the following amounts (collectively, the “Tax Benefit Amount”), at the following times, make a payment or payments to the Common Stock Sellers (i) Within five (5) Business Days after receipt by any member of the Buying Group (as defined Covisint in clause (iii) below), the total amount of the Tax refund (inclusive of interest) paid to any member of the Buying Group or any amount of Tax credited against Tax which any member of the Buying Group otherwise would be or would have been required to pay, in either case, with respect to any Pre-Closing Tax period but for the utilization of any of the Closing Deductions utilizing the Ordering Rule as defined in subsection (iii) below (including with respect to Prior Returns filed pursuant to Section 11.6(b)), except to the extent (A) attributable to the carryback of any tax attribute from a post-Closing Tax period (or portion thereof), (B) expressly taken into account in the computation of Closing Working Capital, or (C) otherwise payable in accordance with the provisions of subsection (ii) below (any such amount, a “Closing Deduction Refund or Credit”). (ii) Within five (5) Business Days after the filing of any Tax Return or the payment of any estimated Taxes, for any taxable period covered by Section 11.4(b)(iii), Purchaser shall (A) provide to the Equity Sellers Representative a written certificate as to the amount, if any, and the calculation thereof, of the Utilized Tax Attributes (as defined in clause (iii) below) for the Buying Group for such Tax Return; and (B) pay to the Common Stock Sellers an amount equal to such Utilized Tax Attributes. (iii) For purposes hereof, “Utilized Tax Attributes” shall mean any reduction in the cash outlay for Taxes of any member 50% of the Company or Buying Group that otherwise would be payable (including Tax Benefit realized by Compuware with respect to any Short Period and Retained Covisint Compensation Items at the portion of any Straddle Period ending on and including the Closing Date) but for the utilization of the Closing Deductions, determined by giving effect time that such Tax Benefit is realized; provided that Compuware shall be obligated to the Ordering Rule, to the extent such reduction in cash outlay is reflected or taken into account (A) on any estimated tax make a payment or payments to Covisint under this Section 9.02(b) only if such Tax Return filed Benefits are realized on or before March 15, 2015, or, (B) as a result the date of any benefit from any Federal or state net operating loss or credit carryforward to a post-Closing tax period, in each case generated by the Closing Deductions. If the Company or the Buying Group has other items of deduction, loss or credit, such other items shall be deemed used subsequent to use of the Closing Deductions in connection with the determination of the amount of any Utilized Tax Attributes payable to the Common Stock Sellers under this subsection (c) (such convention with respect to the ordering of the use of the Closing Deductions and other Tax benefits, the “Ordering Rule”). For purposes hereof, “Buying Group” shall mean Purchaser and each of its Subsidiaries and any other member included in any consolidated income tax filing by the group in which Purchaser and/or Parent are a memberDistribution.