Common use of Transfer of Assets and Assumption of Liabilities Clause in Contracts

Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement, on or prior to the Distribution Date in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps of the Restructuring Steps Memorandum: (i) ConocoPhillips shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇▇ 66, or the applicable ▇▇▇▇▇▇▇▇ 66 Designees, and ▇▇▇▇▇▇▇▇ 66 or such ▇▇▇▇▇▇▇▇ 66 Designees shall accept from ConocoPhillips and its applicable Subsidiaries, all of ConocoPhillips’ and such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the ▇▇▇▇▇▇▇▇ 66 Assets (it being understood that if any ▇▇▇▇▇▇▇▇ 66 Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such ▇▇▇▇▇▇▇▇ 66 Asset may be assigned, transferred, conveyed and delivered as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity); (ii) ▇▇▇▇▇▇▇▇ 66 and the applicable ▇▇▇▇▇▇▇▇ 66 Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with their respective terms. ▇▇▇▇▇▇▇▇ 66 and such ▇▇▇▇▇▇▇▇ 66 Designees shall be responsible for all ▇▇▇▇▇▇▇▇ 66 Liabilities, regardless of when or where such ▇▇▇▇▇▇▇▇ 66 Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such ▇▇▇▇▇▇▇▇ 66 Liabilities are asserted or determined (including any ▇▇▇▇▇▇▇▇ 66 Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of either Group, or any of their respective directors, officers, employees or agents; (iii) ConocoPhillips shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by ConocoPhillips to be so assigned, transferred, conveyed and delivered; and (iv) ConocoPhillips and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of such other Subsidiaries, and ConocoPhillips and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any cause by any member of either Group, or any of their respective directors, officers, employees or agents. (b) In furtherance of the assignment, transfer, conveyance and delivery of the ▇▇▇▇▇▇▇▇ 66 Assets and the assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before and/or as of the date that such ▇▇▇▇▇▇▇▇ 66 Assets are assigned, transferred, conveyed or delivered or such ▇▇▇▇▇▇▇▇ 66 Liabilities are assumed (i) ConocoPhillips shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of ConocoPhillips’ and its Subsidiaries’ (other than ▇▇▇▇▇▇▇▇ 66 and its Subsidiaries) right, title and interest in and to the ▇▇▇▇▇▇▇▇ 66 Assets to ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees, and (ii) ▇▇▇▇▇▇▇▇ 66 shall execute and deliver, and shall cause the ▇▇▇▇▇▇▇▇ 66 Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities by ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “ConocoPhillips Transfer Documents.” (c) To the extent any ▇▇▇▇▇▇▇▇ 66 Asset is not transferred or assigned to, or any ▇▇▇▇▇▇▇▇ 66 Liability is not assumed by, a member of the ▇▇▇▇▇▇▇▇ 66 Group at the Distribution Date or is owned or held by a member of the ConocoPhillips Group after the Distribution Date, from and after the Distribution Date, any such ▇▇▇▇▇▇▇▇ 66 Asset or ▇▇▇▇▇▇▇▇ 66 Liability shall be held by such member of the ConocoPhillips Group for the use and benefit of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto (at the expense of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b): (i) ConocoPhillips shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇ 66 or certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66, and ▇▇▇▇▇▇▇▇ 66 or such Subsidiaries shall accept from ConocoPhillips and its applicable Subsidiaries, all of ConocoPhillips’ and such Subsidiaries’ respective right, title and interest in and to such ▇▇▇▇▇▇▇▇ 66 Assets; and (ii) ▇▇▇▇▇▇▇▇ 66 and certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66 shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with their respective terms. (d) ▇▇▇▇▇▇▇▇ 66 hereby waives compliance by each and every member of the ConocoPhillips Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the ▇▇▇▇▇▇▇▇ 66 Assets to any member of the ▇▇▇▇▇▇▇▇ 66 Group. (e) ConocoPhillips hereby waives compliance by each and every member of the ▇▇▇▇▇▇▇▇ 66 Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the ConocoPhillips Group. (f) Following the Distribution Date, ConocoPhillips or ▇▇▇▇▇▇▇▇ 66, as applicable, shall pay or cause to be paid to the other an adjustment amount based on closing date working capital in accordance with Schedule 2.1(f).

Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided At or shortly before the Distribution Time, or at such other time as set forth in this Agreement or in any Ancillary AgreementSchedule 2.02(e), on or prior subject to the Distribution Date in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps satisfaction or waiver of the Restructuring Steps Memorandum: (i) ConocoPhillips shallconditions set forth in Section 3.04, Sprint will transfer, and shall will cause its applicable Subsidiaries to, assign, the other members of the Sprint Group to transfer, convey to Embarq and deliver to ▇▇▇▇▇▇▇▇ 66, or the applicable ▇▇▇▇▇▇▇▇ 66 Designeesother members of the Embarq Group, and ▇▇▇▇▇▇▇▇ 66 or such ▇▇▇▇▇▇▇▇ 66 Designees shall Embarq and the other members of the Embarq Group will receive and accept from ConocoPhillips Sprint and its applicable Subsidiariesthe other members of the Sprint Group, all of ConocoPhillips’ Sprint’s and such Subsidiaries’ the members of the Sprint Group’s respective direct or indirect right, title and interest in and the Embarq Group Assets. (b) At or shortly before the Distribution Time, or at such other time as set forth in Schedule 2.02(e), subject to all the satisfaction or waiver of the ▇▇▇▇▇▇▇▇ 66 Assets (it being understood that if any ▇▇▇▇▇▇▇▇ 66 Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entityconditions set forth in Section 3.04, such ▇▇▇▇▇▇▇▇ 66 Asset may be assigned, transferred, conveyed Embarq and delivered as a result the members of the transfer of all Embarq Group, as applicable, will assume, or substantially all of have responsibility for, the equity interests in Embarq Group Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, Embarq will defend Actions that constitute Embarq Group Liabilities and Sprint will defend Actions that constitute Sprint Group Liabilities. From and after the Distribution Time or at such Transferred Entitytime as set forth on Schedule 2.2(e); (ii) ▇▇▇▇▇▇▇▇ 66 , Embarq and the applicable ▇▇▇▇▇▇▇▇ 66 Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with their respective terms. ▇▇▇▇▇▇▇▇ 66 and such ▇▇▇▇▇▇▇▇ 66 Designees shall Sprint will be responsible for full payment and performance of all ▇▇▇▇▇▇▇▇ 66 Embarq Group Liabilities and Sprint Group Liabilities, respectively, regardless of when or where such ▇▇▇▇▇▇▇▇ 66 these Liabilities arose or arise, or whether the facts on which they are based occurred prior to before, on or subsequent to after the Distribution Datedate of this agreement, regardless of where or against whom such ▇▇▇▇▇▇▇▇ 66 these Liabilities are asserted or determined (including any ▇▇▇▇▇▇▇▇ 66 Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to before, on or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of either Group, or any of their respective directors, officers, employees or agents; (iii) ConocoPhillips shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by ConocoPhillips to be so assigned, transferred, conveyed and delivered; and (iv) ConocoPhillips and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of such other Subsidiaries, and ConocoPhillips and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any cause by any member of either Group, or any of their respective directors, officers, employees or agentsthis agreement. (b) In furtherance of the assignment, transfer, conveyance and delivery of the ▇▇▇▇▇▇▇▇ 66 Assets and the assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before and/or as of the date that such ▇▇▇▇▇▇▇▇ 66 Assets are assigned, transferred, conveyed or delivered or such ▇▇▇▇▇▇▇▇ 66 Liabilities are assumed (i) ConocoPhillips shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of ConocoPhillips’ and its Subsidiaries’ (other than ▇▇▇▇▇▇▇▇ 66 and its Subsidiaries) right, title and interest in and to the ▇▇▇▇▇▇▇▇ 66 Assets to ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees, and (ii) ▇▇▇▇▇▇▇▇ 66 shall execute and deliver, and shall cause the ▇▇▇▇▇▇▇▇ 66 Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities by ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “ConocoPhillips Transfer Documents.” (c) To the extent that any ▇▇▇▇▇▇▇▇ 66 transfer or assumption of an Asset or a Liability required under this Section 2.02 is not transferred made as of the Distribution Time (any such Asset or assigned to, or any ▇▇▇▇▇▇▇▇ 66 Liability is not assumed byLiability, a member of the ▇▇▇▇▇▇▇▇ 66 Group at the Distribution Date “Delayed Transfer Asset” or is owned or held by a member of the ConocoPhillips Group after the Distribution Date, from “Delayed Transfer Liability”) and after the Distribution Date, any such ▇▇▇▇▇▇▇▇ 66 Asset or ▇▇▇▇▇▇▇▇ 66 Liability shall be held by such member of the ConocoPhillips Group for the use and benefit of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto (at the expense of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b): (i) ConocoPhillips shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇ 66 or certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66, and ▇▇▇▇▇▇▇▇ 66 or such Subsidiaries shall accept from ConocoPhillips and its applicable Subsidiaries, all of ConocoPhillips’ and such Subsidiaries’ respective right, title and interest in and to such ▇▇▇▇▇▇▇▇ 66 Assets; and (ii) ▇▇▇▇▇▇▇▇ 66 and certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66 shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with their respective terms. (d) ▇▇▇▇▇▇▇▇ 66 hereby waives compliance by each and every member of the ConocoPhillips Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the ▇▇▇▇▇▇▇▇ 66 Assets to any member of the ▇▇▇▇▇▇▇▇ 66 Group. (e) ConocoPhillips hereby waives compliance by each and every member of the ▇▇▇▇▇▇▇▇ 66 Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the ConocoPhillips Group. (f) Following the Distribution Date, ConocoPhillips or ▇▇▇▇▇▇▇▇ 66, as applicable, shall pay or cause to be paid to the other an adjustment amount based on closing date working capital in accordance with Schedule 2.1(f).Ancillary Agreement:

Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary AgreementOn the Separation Date, on or prior to the Distribution Date in accordance with the Restructuring Steps Memorandum and to the extent not previously effected effectuated prior to the date hereof pursuant to the steps of the Restructuring Steps Memorandumhereof: (i) ConocoPhillips HBIO shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to H▇▇▇, or certain of H▇▇▇▇’▇ 66, or the applicable Subsidiaries designated by H▇▇▇▇▇, and H▇▇▇ 66 Designees, and ▇▇▇▇▇▇▇▇ 66 or such ▇▇▇▇▇▇▇▇ 66 Designees Subsidiaries shall accept from ConocoPhillips HBIO and its applicable Subsidiaries, all of ConocoPhillips’ HBIO’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the ▇▇▇▇▇H▇▇▇ 66 Assets Assets, including without limitation all transfers of all “Transferred Intellectual Property”, “Transferred Licenses”, (it being understood that if any ▇▇▇▇▇in both cases, as such terms are defined in the Intellectual Property Matters Agreement) and Technology used in the H▇▇▇ 66 Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred EntityBusiness, such ▇▇▇▇▇▇▇▇ 66 Asset may be assigned, transferred, conveyed and delivered as a result of in each case pursuant to the transfer of all or substantially all of the equity interests in such Transferred Entity)Intellectual Property Matters Agreement; (ii) ▇▇▇▇▇H▇▇▇ 66 and the applicable ▇▇▇▇▇certain of its Subsidiaries designated by H▇▇▇ 66 Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the ▇▇▇▇▇H▇▇▇ 66 Liabilities in accordance with their respective terms. ▇▇▇▇▇H▇▇▇ 66 and such ▇▇▇▇▇▇▇▇ 66 Designees Subsidiaries shall be responsible for all ▇▇▇▇▇H▇▇▇ 66 Liabilities, regardless of when or where such ▇▇▇▇▇H▇▇▇ 66 Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Separation Date, regardless of where or against whom such ▇▇▇▇▇H▇▇▇ 66 Liabilities are asserted or determined (including any ▇▇▇▇▇H▇▇▇ 66 Liabilities arising out of claims made by the HBIO’s or H▇▇▇’▇ respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either the HBIO Group or the H▇▇▇ Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, fraud or misrepresentation or any other cause by any member of either the HBIO Group or the H▇▇▇ Group, or any of their respective directors, officers, employees or agents; (iii) ConocoPhillips shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by ConocoPhillips to be so assigned, transferred, conveyed and delivered; and (iv) ConocoPhillips and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of such other Subsidiaries, and ConocoPhillips and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any cause by any member of either Group, or any of their respective directors, officers, employees or agents.Affiliates; (b) In furtherance of the assignment, transfer, conveyance and delivery of the ▇▇▇▇▇H▇▇▇ 66 Assets and the assumption of the ▇▇▇▇▇H▇▇▇ 66 Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before and/or as of on the date that such ▇▇▇▇▇H▇▇▇ 66 Assets are assigned, transferred, conveyed or delivered or such ▇▇▇▇▇H▇▇▇ 66 Liabilities are assumed (i) ConocoPhillips HBIO shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of ConocoPhillips’ HBIO’s and its Subsidiaries’ (other than ▇▇▇▇▇H▇▇▇ 66 and its Subsidiaries) right, title and interest in and to the ▇▇▇▇▇H▇▇▇ 66 Assets to ▇▇▇▇▇H▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designeesits Subsidiaries, and (ii) ▇▇▇▇▇H▇▇▇ 66 shall execute and deliver, and shall cause the ▇▇▇▇▇▇▇▇ 66 Designees its Subsidiaries to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the ▇▇▇▇▇H▇▇▇ 66 Liabilities by ▇▇▇▇▇H▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designeesits Subsidiaries. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “ConocoPhillips HBIO Transfer Documents”.” (c) To In the extent event that at any ▇▇▇▇▇▇▇▇ 66 time or from time to time (whether prior to or after any Separation Date), any Party hereto (or any member of such Party’s respective Group), shall receive or otherwise possess any Asset that is not transferred allocated to any other Person pursuant to this Agreement or assigned toany other Ancillary Agreement, such Party shall promptly transfer, or any ▇▇▇▇▇▇▇▇ 66 Liability is not assumed bycause to be transferred, a member of such Asset to the ▇▇▇▇▇▇▇▇ 66 Group at the Distribution Date or is owned or held by a member of the ConocoPhillips Group after the Distribution Date, from and after the Distribution Date, Person so entitled thereto. Prior to any such ▇▇▇▇▇▇▇▇ 66 Asset or ▇▇▇▇▇▇▇▇ 66 Liability shall be held by such member of the ConocoPhillips Group for the use and benefit of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto (at the expense of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b): (i) ConocoPhillips shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇ 66 the Person receiving or certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66, and ▇▇▇▇▇▇▇▇ 66 or possessing such Subsidiaries Asset shall accept from ConocoPhillips and its applicable Subsidiaries, all of ConocoPhillips’ and hold such Subsidiaries’ respective right, title and interest Asset in and to trust for any such ▇▇▇▇▇▇▇▇ 66 Assets; and (ii) ▇▇▇▇▇▇▇▇ 66 and certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66 shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with their respective termsother Person. (d) ▇▇▇▇▇H▇▇▇ 66 hereby waives compliance by each and every member of the ConocoPhillips HBIO Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the ▇▇▇▇▇H▇▇▇ 66 Assets to any member of the ▇▇▇▇▇H▇▇▇ 66 Group. (e) ConocoPhillips HBIO hereby waives compliance by each and every member of the ▇▇▇▇▇H▇▇▇ 66 Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the ConocoPhillips HBIO Group. (f) Following the Distribution Date, ConocoPhillips or ▇▇▇▇▇▇▇▇ 66, as applicable, shall pay or cause to be paid to the other an adjustment amount based on closing date working capital in accordance with Schedule 2.1(f).

Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided At or shortly before the Distribution Time, or at such other time as set forth in this Agreement or in any Ancillary AgreementSchedule 2.02(e), on or prior subject to the Distribution Date in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps satisfaction or waiver of the Restructuring Steps Memorandum: (i) ConocoPhillips shallconditions set forth in Section 3.04, NTELOS will transfer, and shall will cause its applicable Subsidiaries to, assign, the other members of the NTELOS Group to transfer, convey to Wireline and deliver to ▇▇▇▇▇▇▇▇ 66, or the applicable ▇▇▇▇▇▇▇▇ 66 Designeesother members of the Wireline Group, and ▇▇▇▇▇▇▇▇ 66 or such ▇▇▇▇▇▇▇▇ 66 Designees shall Wireline and the other members of the Wireline Group will receive and accept from ConocoPhillips NTELOS and its applicable Subsidiariesthe other members of the NTELOS Group, all of ConocoPhillipsNTELOS’ and such Subsidiaries’ the members of the NTELOS Group’s respective direct or indirect right, title and interest in and the Wireline Group Assets. (b) At or shortly before the Distribution Time, or at such other time as set forth in Schedule 2.02(e), subject to all the satisfaction or waiver of the ▇▇▇▇▇▇▇▇ 66 Assets (it being understood that if any ▇▇▇▇▇▇▇▇ 66 Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entityconditions set forth in Section 3.04, such ▇▇▇▇▇▇▇▇ 66 Asset may be assigned, transferred, conveyed Wireline and delivered as a result the members of the transfer of all Wireline Group, as applicable, will assume, or substantially all of have responsibility for, the equity interests in Wireline Group Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, Wireline will defend Actions that constitute Wireline Group Liabilities and NTELOS will defend Actions that constitute NTELOS Group Liabilities. From and after the Distribution Time or at such Transferred Entitytime as set forth on Schedule 2.02(e); (ii) ▇▇▇▇▇▇▇▇ 66 , Wireline and the applicable ▇▇▇▇▇▇▇▇ 66 Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with their respective terms. ▇▇▇▇▇▇▇▇ 66 and such ▇▇▇▇▇▇▇▇ 66 Designees shall NTELOS will be responsible for full payment and performance of all ▇▇▇▇▇▇▇▇ 66 Wireline Group Liabilities and NTELOS Group Liabilities, respectively, regardless of when or where such ▇▇▇▇▇▇▇▇ 66 these Liabilities arose or arise, or whether the facts on which they are based occurred prior to before, on or subsequent to after the Distribution Datedate of this Agreement, regardless of where or against whom such ▇▇▇▇▇▇▇▇ 66 these Liabilities are asserted or determined (including any ▇▇▇▇▇▇▇▇ 66 Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to before, on or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of either Group, or any of their respective directors, officers, employees or agents; (iii) ConocoPhillips shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by ConocoPhillips to be so assigned, transferred, conveyed and delivered; and (iv) ConocoPhillips and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of such other Subsidiaries, and ConocoPhillips and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any cause by any member of either Group, or any of their respective directors, officers, employees or agentsthis Agreement. (b) In furtherance of the assignment, transfer, conveyance and delivery of the ▇▇▇▇▇▇▇▇ 66 Assets and the assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before and/or as of the date that such ▇▇▇▇▇▇▇▇ 66 Assets are assigned, transferred, conveyed or delivered or such ▇▇▇▇▇▇▇▇ 66 Liabilities are assumed (i) ConocoPhillips shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of ConocoPhillips’ and its Subsidiaries’ (other than ▇▇▇▇▇▇▇▇ 66 and its Subsidiaries) right, title and interest in and to the ▇▇▇▇▇▇▇▇ 66 Assets to ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees, and (ii) ▇▇▇▇▇▇▇▇ 66 shall execute and deliver, and shall cause the ▇▇▇▇▇▇▇▇ 66 Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities by ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “ConocoPhillips Transfer Documents.” (c) To the extent that any ▇▇▇▇▇▇▇▇ 66 transfer or assumption of an Asset or a Liability required under this Section 2.02 is not transferred made as of the Distribution Time (any such Asset or assigned to, or any ▇▇▇▇▇▇▇▇ 66 Liability is not assumed byLiability, a member of the ▇▇▇▇▇▇▇▇ 66 Group at the Distribution Date “Delayed Transfer Asset” or is owned or held by a member of the ConocoPhillips Group after the Distribution Date, from “Delayed Transfer Liability”) and after the Distribution Date, any such ▇▇▇▇▇▇▇▇ 66 Asset or ▇▇▇▇▇▇▇▇ 66 Liability shall be held by such member of the ConocoPhillips Group for the use and benefit of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto (at the expense of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b): (i) ConocoPhillips shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇ 66 or certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66, and ▇▇▇▇▇▇▇▇ 66 or such Subsidiaries shall accept from ConocoPhillips and its applicable Subsidiaries, all of ConocoPhillips’ and such Subsidiaries’ respective right, title and interest in and to such ▇▇▇▇▇▇▇▇ 66 Assets; and (ii) ▇▇▇▇▇▇▇▇ 66 and certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66 shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with their respective terms. (d) ▇▇▇▇▇▇▇▇ 66 hereby waives compliance by each and every member of the ConocoPhillips Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the ▇▇▇▇▇▇▇▇ 66 Assets to any member of the ▇▇▇▇▇▇▇▇ 66 Group. (e) ConocoPhillips hereby waives compliance by each and every member of the ▇▇▇▇▇▇▇▇ 66 Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the ConocoPhillips Group. (f) Following the Distribution Date, ConocoPhillips or ▇▇▇▇▇▇▇▇ 66, as applicable, shall pay or cause to be paid to the other an adjustment amount based on closing date working capital in accordance with Schedule 2.1(f).Ancillary Agreement:

Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement, on or As of the date hereof and with effect immediately prior to the Distribution Date in accordance with Effective Time, PPD shall and hereby does, on behalf of itself and the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps other members of the Restructuring Steps Memorandum: (i) ConocoPhillips shallPPD Group, and shall cause its applicable Subsidiaries toas applicable, transfer, contribute, assign, transfer, convey distribute and deliver to ▇▇▇▇▇▇▇▇ 66convey, or the applicable ▇▇▇▇▇▇▇▇ 66 Designeescause to be transferred, contributed, assigned, distributed and ▇▇▇▇▇▇▇▇ 66 or such ▇▇▇▇▇▇▇▇ 66 Designees shall accept from ConocoPhillips and its applicable Subsidiariesconveyed, to Furiex all of ConocoPhillipsPPD’s and the other members’ and such Subsidiaries’ respective direct or indirect of the PPD Group’s right, title and interest in and to all of the ▇▇▇▇▇▇▇▇ 66 Furiex Assets (it being understood that if any ▇▇▇▇▇▇▇▇ 66 Asset the “Transfer”) pursuant to, and so as to qualify as a series of tax-free transactions under the Internal Revenue Code of 1986, as amended. (b) Furiex shall and hereby does accept the Transfer from PPD pursuant to Section 2.2(a), effective concurrently therewith. (c) On or before the Distribution Date, PPD shall transfer, or caused to be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such ▇▇▇▇▇▇▇▇ 66 Asset may be assigned, transferred, conveyed and delivered as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity);Furiex Employees to Furiex. (iid) ▇▇▇▇▇▇▇▇ 66 Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, from and after the applicable ▇▇▇▇▇▇▇▇ 66 Designees Effective Time, Furiex shall accept, assume and agree faithfully to (or, as applicable, retain), perform, discharge and fulfill all the ▇▇▇▇▇▇▇▇ 66 Liabilities fulfill, in accordance with their respective terms. ▇▇▇▇▇▇▇▇ 66 and such ▇▇▇▇▇▇▇▇ 66 Designees shall be responsible for , all ▇▇▇▇▇▇▇▇ 66 the Furiex Liabilities, in each case, unless specified otherwise in the definition of Furiex Liabilities, regardless of (i) when or where such ▇▇▇▇▇▇▇▇ 66 Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) which entity is named in any action associated with any Liability and (iv) whether the facts on which they are based occurred prior to to, on or subsequent after the date hereof. Notwithstanding the foregoing, Furiex shall not assume any Liability attributable to the Distribution Datefailure of PPD or its officers, regardless of where or against whom such ▇▇▇▇▇▇▇▇ 66 Liabilities are asserted or determined (including any ▇▇▇▇▇▇▇▇ 66 Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries agents or Affiliates of to perform PPD’s obligations to Furiex pursuant to this Agreement or the Ancillary Agreements. (e) If at any time (whether prior to or after the Effective Time) either Group against Party hereto or any member of either Group) a Group shall receive or whether asserted or determined prior otherwise possess an Asset that is allocated to the date hereof, and regardless of whether arising from or alleged any other Person pursuant to arise from negligence, recklessness, violation of Law, fraud, misrepresentation this Agreement or any other Ancillary Agreement, such Party shall promptly transfer or cause by to be transferred, at such Party’s expense, for no additional consideration, such Asset, including any and all economic benefits generated from such Asset after the Effective Time, to such Party hereto (or any member of either such Party’s Group, or any of their respective directors, officers, employees or agents; (iii) ConocoPhillips shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by ConocoPhillips to be so assigned, transferred, conveyed and delivered; and (iv) ConocoPhillips and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of such other Subsidiaries, and ConocoPhillips and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any cause by any member of either Group, or any of their respective directors, officers, employees or agents). (bf) In furtherance of the assignment, transfer, conveyance and delivery of the ▇▇▇▇▇▇▇▇ 66 Assets Transfer and the assumption of the ▇▇▇▇▇▇▇▇ 66 Furiex Liabilities in accordance by Furiex as set forth above, and simultaneously with Sections 2.1(a)(i) the execution and 2.1(a)(ii), on, before and/or as delivery of the date that such ▇▇▇▇▇▇▇▇ 66 Assets are assigned, transferred, conveyed or delivered or such ▇▇▇▇▇▇▇▇ 66 Liabilities are assumed this Agreement (i) ConocoPhillips PPD shall execute and deliver, and shall cause its Subsidiaries Affiliates to execute and deliver, such bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of ConocoPhillips’ and its Subsidiaries’ (other than ▇▇▇▇▇▇▇▇ 66 and its Subsidiaries) right, title and interest in and to the ▇▇▇▇▇▇▇▇ 66 Assets to ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees, Transfer and (ii) ▇▇▇▇▇▇▇▇ 66 Furiex shall execute and deliverdeliver to PPD such bills of sale, and shall cause the ▇▇▇▇▇▇▇▇ 66 Designees to execute and deliverstock powers, such certificates of title, assumptions of contracts contracts, indemnity agreements and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the ▇▇▇▇▇▇▇▇ 66 Furiex Liabilities by ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “ConocoPhillips Transfer DocumentsFuriex.” (c) To the extent any ▇▇▇▇▇▇▇▇ 66 Asset is not transferred or assigned to, or any ▇▇▇▇▇▇▇▇ 66 Liability is not assumed by, a member of the ▇▇▇▇▇▇▇▇ 66 Group at the Distribution Date or is owned or held by a member of the ConocoPhillips Group after the Distribution Date, from and after the Distribution Date, any such ▇▇▇▇▇▇▇▇ 66 Asset or ▇▇▇▇▇▇▇▇ 66 Liability shall be held by such member of the ConocoPhillips Group for the use and benefit of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto (at the expense of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b): (i) ConocoPhillips shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇ 66 or certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66, and ▇▇▇▇▇▇▇▇ 66 or such Subsidiaries shall accept from ConocoPhillips and its applicable Subsidiaries, all of ConocoPhillips’ and such Subsidiaries’ respective right, title and interest in and to such ▇▇▇▇▇▇▇▇ 66 Assets; and (ii) ▇▇▇▇▇▇▇▇ 66 and certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66 shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with their respective terms. (d) ▇▇▇▇▇▇▇▇ 66 hereby waives compliance by each and every member of the ConocoPhillips Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the ▇▇▇▇▇▇▇▇ 66 Assets to any member of the ▇▇▇▇▇▇▇▇ 66 Group. (e) ConocoPhillips hereby waives compliance by each and every member of the ▇▇▇▇▇▇▇▇ 66 Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the ConocoPhillips Group. (f) Following the Distribution Date, ConocoPhillips or ▇▇▇▇▇▇▇▇ 66, as applicable, shall pay or cause to be paid to the other an adjustment amount based on closing date working capital in accordance with Schedule 2.1(f).

Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement, on or prior to the Distribution Date in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof Effective Date pursuant to the steps of the Restructuring Steps MemorandumStep Plan: (i) ConocoPhillips SunEdison shall, and shall cause its applicable Subsidiaries to, sell, contribute, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇▇ 66SSL, or the applicable ▇▇▇▇▇▇▇▇ 66 SSL Designees, and ▇▇▇▇▇▇▇▇ 66 SSL or such ▇▇▇▇▇▇▇▇ 66 SSL Designees shall accept from ConocoPhillips SunEdison and its applicable Subsidiaries, all of ConocoPhillips’ SunEdison’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the ▇▇▇▇▇▇▇▇ 66 SSL Assets (it being understood that if any ▇▇▇▇▇▇▇▇ 66 SSL Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such ▇▇▇▇▇▇▇▇ 66 SSL Asset may be assigned, transferred, conveyed and delivered as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity);; and (ii) ▇▇▇▇▇▇▇▇ 66 SSL and the applicable ▇▇▇▇▇▇▇▇ 66 SSL Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the ▇▇▇▇▇▇▇▇ 66 SSL Liabilities in accordance with their respective terms. ▇▇▇▇▇▇▇▇ 66 SSL and such ▇▇▇▇▇▇▇▇ 66 SSL Designees shall be responsible for all ▇▇▇▇▇▇▇▇ 66 SSL Liabilities, regardless of when or where such ▇▇▇▇▇▇▇▇ 66 SSL Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Effective Date, regardless of where or against whom such ▇▇▇▇▇▇▇▇ 66 SSL Liabilities are asserted or determined (including any ▇▇▇▇▇▇▇▇ 66 Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of either Person in the SunEdison Group or the SSL Group, or any of their respective directors, officers, employees or agents; (iii) ConocoPhillips shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by ConocoPhillips to be so assigned, transferred, conveyed and delivered; and (iv) ConocoPhillips and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of such other Subsidiaries, and ConocoPhillips and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any cause by any member of either Group, or any of their respective directors, officers, employees or agentsAffiliates. (b) In furtherance of the assignment, transfer, conveyance and delivery of the ▇▇▇▇▇▇▇▇ 66 Assets and the assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before and/or as of the date that such ▇▇▇▇▇▇▇▇ 66 Assets are assigned, transferred, conveyed or delivered or such ▇▇▇▇▇▇▇▇ 66 Liabilities are assumed (i) ConocoPhillips shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of ConocoPhillips’ and its Subsidiaries’ (other than ▇▇▇▇▇▇▇▇ 66 and its Subsidiaries) right, title and interest in and to the ▇▇▇▇▇▇▇▇ 66 Assets to ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees, and (ii) ▇▇▇▇▇▇▇▇ 66 shall execute and deliver, and shall cause the ▇▇▇▇▇▇▇▇ 66 Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities by ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “ConocoPhillips Transfer Documents.” (c) To the extent that any ▇▇▇▇▇▇▇▇ 66 SSL Asset is not transferred or assigned to, or any ▇▇▇▇▇▇▇▇ 66 SSL Liability is not assumed by, a member of the ▇▇▇▇▇▇▇▇ 66 SSL Group at the Distribution Effective Date or is owned or held by a member of the ConocoPhillips SunEdison Group after the Distribution Effective Date, from and after the Distribution Effective Date, any such ▇▇▇▇▇▇▇▇ 66 SSL Asset or ▇▇▇▇▇▇▇▇ 66 SSL Liability shall be held by such member of the ConocoPhillips SunEdison Group for the use and benefit of the member of the ▇▇▇▇▇▇▇▇ 66 SSL Group entitled thereto (at the expense of the member of the ▇▇▇▇▇▇▇▇ 66 SSL Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b2.3(c): (i) ConocoPhillips Pursuant to the Restructuring Step Plan, SunEdison shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇ 66 SSL or certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66SSL, and ▇▇▇▇▇▇▇▇ 66 SSL or such Subsidiaries shall accept from ConocoPhillips SunEdison and its applicable Subsidiaries, all of ConocoPhillips’ SunEdison’s and such Subsidiaries’ respective right, title and interest in and to such ▇▇▇▇▇▇▇▇ 66 SSL Assets; and (ii) ▇▇▇▇▇▇▇▇ 66 Pursuant to the Restructuring Step Plan, SSL and certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66 SSL shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such ▇▇▇▇▇▇▇▇ 66 SSL Liabilities in accordance with their respective terms. (dc) ▇▇▇▇▇▇▇▇ 66 SSL hereby waives compliance by each and every member of the ConocoPhillips SunEdison Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the ▇▇▇▇▇▇▇▇ 66 SSL Assets to any member of the ▇▇▇▇▇▇▇▇ 66 SSL Group. (e) ConocoPhillips hereby waives compliance by each and every member of the ▇▇▇▇▇▇▇▇ 66 Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the ConocoPhillips Group. (f) Following the Distribution Date, ConocoPhillips or ▇▇▇▇▇▇▇▇ 66, as applicable, shall pay or cause to be paid to the other an adjustment amount based on closing date working capital in accordance with Schedule 2.1(f).

Transfer of Assets and Assumption of Liabilities. Subject to Sections 2.03, 2.04 and 2.05: (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement, on or prior Prior to the Distribution Date in accordance with Date, the Restructuring Steps Memorandum Parties shall, and to the extent not previously effected prior to the date hereof pursuant to the steps shall cause their respective Subsidiaries to, execute such instruments of the Restructuring Steps Memorandumassignment, transfer or conveyance and take such other corporate actions as are necessary to: (i) ConocoPhillips shall, transfer and shall cause convey to SpinCo and/or its applicable designated Subsidiaries to, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇▇ 66, or the applicable ▇▇▇▇▇▇▇▇ 66 Designees, and ▇▇▇▇▇▇▇▇ 66 or such ▇▇▇▇▇▇▇▇ 66 Designees shall accept from ConocoPhillips and its applicable Subsidiaries, all of ConocoPhillips’ and such Subsidiaries’ respective direct or indirect the right, title and interest in of ParentCo and/or its Subsidiaries in, to and to under all of the ▇▇▇▇▇▇▇▇ 66 SpinCo Assets (it being understood that if any ▇▇▇▇▇▇▇▇ 66 Asset shall be held not already owned by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such ▇▇▇▇▇▇▇▇ 66 Asset may be assigned, transferred, conveyed and delivered as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity)SpinCo; (ii) ▇▇▇▇▇▇▇▇ 66 transfer and convey to ParentCo and/or its designated Subsidiaries all of the applicable ▇▇▇▇▇▇▇▇ 66 Designees shall acceptright, title and interest of SpinCo and/or its Subsidiaries in, to and under all ParentCo Assets not already owned by ParentCo (each of Section 2.02(a)(i) and Section 2.02(a)(ii), the “Transfer”); (iii) cause SpinCo and/or its designated Subsidiaries to assume and agree faithfully all of the SpinCo Liabilities to perform, discharge and fulfill all the ▇▇▇▇▇▇▇▇ 66 extent such Liabilities in accordance with their respective terms. ▇▇▇▇▇▇▇▇ 66 and such ▇▇▇▇▇▇▇▇ 66 Designees shall be responsible for all ▇▇▇▇▇▇▇▇ 66 Liabilitieswould otherwise remain Liabilities of ParentCo and/or its Subsidiaries, regardless of (A) when or where such ▇▇▇▇▇▇▇▇ 66 Liabilities arose or arise, (B) where or against whom such Liabilities are asserted or determined, (C) which entity is named in any action associated with any Liability, and (D) whether the facts on which they are based occurred prior to to, on or subsequent to after the Distribution Date, regardless of where or against whom such ▇▇▇▇▇▇▇▇ 66 Liabilities are asserted or determined (including any ▇▇▇▇▇▇▇▇ 66 Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of either Group, or any of their respective directors, officers, employees or agents; (iii) ConocoPhillips shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by ConocoPhillips to be so assigned, transferred, conveyed and deliveredEffective Time; and (iv) ConocoPhillips and certain cause ParentCo and/or its designated Subsidiaries to assume all of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully the ParentCo Liabilities to perform, discharge and fulfill certain Excluded the extent such Liabilities would otherwise remain Liabilities of such other SpinCo and/or its Subsidiaries, and ConocoPhillips and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of (A) when or where such Excluded Liabilities arose or arise, (B) where or against whom such Liabilities are asserted or determined, (C) which entity is named in any action associated with any Liability, and (D) whether the facts on which they are based occurred prior to to, on or subsequent to after the Distribution DateEffective Time (each of Section 2.02(a)(iii) and Section 2.02(a)(iv), regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any cause by any member of either Group, or any of their respective directors, officers, employees or agents“Assumption”). (b) On or before the Distribution Date, ParentCo shall transfer, or cause to be transferred, the SpinCo Employees to SpinCo and/or its designated Subsidiaries, as the case may be. (c) For the avoidance of doubt, SpinCo shall remit payment to the payees identified by ParentCo under the terms of each respective Assumed Contracts of any unpaid payments or Liabilities thereunder as of the Effective Time, including any related deferred revenue, deferred rent and debt accounts. Notwithstanding the foregoing, SpinCo shall not assume (on behalf of itself and / or its designated Subsidiaries) any Liability attributable to the failure of ParentCo or its officers, directors, employees, agents or Affiliates to materially perform ParentCo’s obligations to SpinCo pursuant to this Agreement or the Ancillary Agreements. (d) If at any time, after the Effective Time, the Parties agree that ParentCo or its Subsidiaries possess any assets or liabilities related to the SpinCo Business, ParentCo shall as promptly as practicable transfer or cause to be transferred, at ParentCo’s expense, and SpinCo shall accept such transfer and/or assume (on behalf of itself and /or its designated Subsidiaries), for no additional consideration, such SpinCo Asset and/or Liability, including any and all economic benefits or detriments generated from such SpinCo Asset and/or Liabilities after the Effective Time, to SpinCo. Each such transferred asset or liability shall be deemed a SpinCo Asset or a SpinCo Liability, respectively, and shall be subject to the terms and conditions of this Agreement applicable thereto. (e) If at any time, after the Effective Time, the Parties agree that SpinCo or its Subsidiaries possess any assets or liabilities solely related to the ParentCo Business, SpinCo shall as promptly as practicable transfer or cause to be transferred (on behalf of itself and /or its designated Subsidiaries), at ParentCo’s expense, and ParentCo shall accept such transfer and/or assume, for no consideration, such ParentCo Assets and/or ParentCo Liabilities, including any and all economic benefits or detriments generated from such ParentCo Assets and/or ParentCo Liabilities after the Effective Time, to ParentCo. Each such transferred asset or liability shall be deemed a ParentCo Asset or a ParentCo Liability, respectively, and shall be subject to the terms and conditions of this Agreement applicable thereto. (f) In furtherance of the assignment, transfer, conveyance and delivery of the ▇▇▇▇▇▇▇▇ 66 Assets Transfer and the assumption of the ▇▇▇▇▇▇▇▇ 66 SpinCo Liabilities in accordance by SpinCo as set forth above, and simultaneously with Sections 2.1(a)(i) the execution and 2.1(a)(ii), on, before and/or as delivery of the date that such ▇▇▇▇▇▇▇▇ 66 Assets are assigned, transferred, conveyed or delivered or such ▇▇▇▇▇▇▇▇ 66 Liabilities are assumed this Agreement (i) ConocoPhillips ParentCo shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, deliver such bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of ConocoPhillips’ and its Subsidiaries’ (other than ▇▇▇▇▇▇▇▇ 66 and its Subsidiaries) right, title and interest in and to the ▇▇▇▇▇▇▇▇ 66 Assets to ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 DesigneesTransfer, and (ii) ▇▇▇▇▇▇▇▇ 66 SpinCo (on behalf of itself and /or its designated Subsidiaries) shall execute and deliverdeliver to ParentCo such bills of sale, and shall cause the ▇▇▇▇▇▇▇▇ 66 Designees to execute and deliverstock powers, such certificates of title, assumptions of contracts contracts, indemnity agreements and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities by ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees. Assumption. (g) All of the foregoing documents contemplated assets and liabilities (including whether accrued, contingent or otherwise) other than the SpinCo Assets and SpinCo Liabilities will be retained or assumed by this Section 2.1(b) shall ParentCo, including but not limited to the potential liability associated with the assets to be referred to collectively herein as the “ConocoPhillips Transfer Documents.” (c) To the extent any ▇▇▇▇▇▇▇▇ 66 Asset is not transferred or assigned to, or any ▇▇▇▇▇▇▇▇ 66 Liability is not assumed by, a member of the ▇▇▇▇▇▇▇▇ 66 Group at the Distribution Date or is owned or held by a member of the ConocoPhillips Group retained in ParentCo after the Distribution Date, from Separation and after the Distribution Date, any such ▇▇▇▇▇▇▇▇ 66 Asset or ▇▇▇▇▇▇▇▇ 66 Liability shall be held by such member of the ConocoPhillips Group for the use and benefit of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto (at the expense of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b): (i) ConocoPhillips shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇ 66 or certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66, and ▇▇▇▇▇▇▇▇ 66 or such Subsidiaries shall accept from ConocoPhillips and its applicable Subsidiaries, all of ConocoPhillips’ and such Subsidiaries’ respective right, title and interest in and to such ▇▇▇▇▇▇▇▇ 66 Assets; and (ii) ▇▇▇▇▇▇▇▇ 66 and certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66 shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with their respective termsDistribution. (d) ▇▇▇▇▇▇▇▇ 66 hereby waives compliance by each and every member of the ConocoPhillips Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the ▇▇▇▇▇▇▇▇ 66 Assets to any member of the ▇▇▇▇▇▇▇▇ 66 Group. (e) ConocoPhillips hereby waives compliance by each and every member of the ▇▇▇▇▇▇▇▇ 66 Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the ConocoPhillips Group. (f) Following the Distribution Date, ConocoPhillips or ▇▇▇▇▇▇▇▇ 66, as applicable, shall pay or cause to be paid to the other an adjustment amount based on closing date working capital in accordance with Schedule 2.1(f).

Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement, on or prior Subject to the Distribution Date in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps satisfaction or waiver of the Restructuring Steps Memorandum: (i) ConocoPhillips shallconditions set forth in Section 3.3, at or shortly before the Distribution Time, GAMCO will transfer, and shall will cause its applicable Subsidiaries to, assign, the other members of the GAMCO Group to transfer, convey to ACG and deliver to ▇▇▇▇▇▇▇▇ 66, or the applicable ▇▇▇▇▇▇▇▇ 66 Designeesother members of the ACG Group, and ▇▇▇▇▇▇▇▇ 66 or such ▇▇▇▇▇▇▇▇ 66 Designees shall ACG and the other members of the ACG Group will receive and accept from ConocoPhillips GAMCO and its applicable Subsidiariesthe other members of the GAMCO Group, all of ConocoPhillips’ GAMCO’s and such Subsidiaries’ the members of the GAMCO Group’s respective direct or indirect right, title and interest in and the ACG Group Assets. (b) Subject to all the satisfaction or waiver of the ▇▇▇▇▇▇▇▇ 66 Assets (it being understood that if any ▇▇▇▇▇▇▇▇ 66 Asset shall be held by a Transferred Entity conditions set forth in Section 3.3, at or a wholly owned Subsidiary of a Transferred Entityshortly before the Distribution Time, such ▇▇▇▇▇▇▇▇ 66 Asset may be assigned, transferred, conveyed ACG and delivered as a result the members of the transfer of all ACG Group, as applicable, will assume, or substantially all of have responsibility for, the equity interests in such Transferred Entity); (ii) ▇▇▇▇▇▇▇▇ 66 ACG Group Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, ACG will defend Actions that constitute ACG Group Liabilities and GAMCO will defend Actions that constitute GAMCO Group Liabilities. From and after the applicable ▇▇▇▇▇▇▇▇ 66 Designees shall acceptDistribution Time, assume ACG and agree faithfully to perform, discharge and fulfill all the ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with their respective terms. ▇▇▇▇▇▇▇▇ 66 and such ▇▇▇▇▇▇▇▇ 66 Designees shall GAMCO will be responsible for full payment and performance of all ▇▇▇▇▇▇▇▇ 66 ACG Group Liabilities and GAMCO Group Liabilities, respectively, regardless of when or where such ▇▇▇▇▇▇▇▇ 66 these Liabilities arose or arise, or whether the facts on which they are based occurred prior to before, on or subsequent to after the Distribution Datedate of this Agreement, regardless of where or against whom such ▇▇▇▇▇▇▇▇ 66 these Liabilities are asserted or determined (including any ▇▇▇▇▇▇▇▇ 66 Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to before, on or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of either Group, or any of their respective directors, officers, employees or agents; (iii) ConocoPhillips shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by ConocoPhillips to be so assigned, transferred, conveyed and delivered; and (iv) ConocoPhillips and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of such other Subsidiaries, and ConocoPhillips and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any cause by any member of either Group, or any of their respective directors, officers, employees or agentsthis Agreement. (b) In furtherance of the assignment, transfer, conveyance and delivery of the ▇▇▇▇▇▇▇▇ 66 Assets and the assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before and/or as of the date that such ▇▇▇▇▇▇▇▇ 66 Assets are assigned, transferred, conveyed or delivered or such ▇▇▇▇▇▇▇▇ 66 Liabilities are assumed (i) ConocoPhillips shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of ConocoPhillips’ and its Subsidiaries’ (other than ▇▇▇▇▇▇▇▇ 66 and its Subsidiaries) right, title and interest in and to the ▇▇▇▇▇▇▇▇ 66 Assets to ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees, and (ii) ▇▇▇▇▇▇▇▇ 66 shall execute and deliver, and shall cause the ▇▇▇▇▇▇▇▇ 66 Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities by ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “ConocoPhillips Transfer Documents.” (c) To the extent that any ▇▇▇▇▇▇▇▇ 66 transfer or assumption of an Asset or a Liability required under this Section 2.2 is not transferred made as of the Distribution Time (any such Asset or assigned to, or any ▇▇▇▇▇▇▇▇ 66 Liability is not assumed byLiability, a member of the ▇▇▇▇▇▇▇▇ 66 Group at the Distribution Date “Delayed Transfer Asset” or is owned or held by a member of the ConocoPhillips Group after the Distribution Date, from and after the Distribution Date, any such ▇▇▇▇▇▇▇▇ 66 Asset or ▇▇▇▇▇▇▇▇ 66 Liability shall be held by such member of the ConocoPhillips Group for the use and benefit of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto (at the expense of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b“Delayed Transfer Liability”): (i) ConocoPhillips shallGAMCO and ACG will, and shall will cause its applicable Subsidiaries tothe members of the GAMCO Group and the ACG Group, respectively, to use commercially reasonable efforts and cooperate to effect the transfer or assumption of the Asset or the Liability as soon promptly as reasonably practicable, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇ 66 or certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66, and ▇▇▇▇▇▇▇▇ 66 or such Subsidiaries shall accept from ConocoPhillips and its applicable Subsidiaries, all of ConocoPhillips’ and such Subsidiaries’ respective right, title and interest in and to such ▇▇▇▇▇▇▇▇ 66 Assetspracticable following the Distribution Time; and (ii) ▇▇▇▇▇▇▇▇ 66 GAMCO will, with respect to any Delayed Transfer Asset, use commercially reasonable efforts to make available to ACG the benefit of any Delayed Transfer Asset. GAMCO will, with respect to any Delayed Transfer Liability, retain the Delayed Transfer Liability for the account of ACG. In each case GAMCO and certain ACG will act in a manner to place each Party, insofar as is reasonably possible, in the same position as would have existed had the Delayed Transfer Asset or Delayed Transfer Liability been transferred or assumed at or before the Distribution Time if so contemplated in this Agreement. Except as required by applicable law, the Parties will treat, for tax purposes, any Asset or Liability transferred pursuant to this Section 2.2(c) as having been transferred to the relevant Transferee immediately before the Distribution Time. To the extent that either Party is provided the use or benefit of any Asset of the other Group or has any Liability of the other Group held for its Subsidiaries designated account under this Section 2.2(c), the Party receiving the benefit of the Asset or on whose behalf the Liability is held will, to the extent permitted by ▇▇▇▇▇▇▇▇ 66 shallLaw, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge for the benefit of the other Party and fulfill all such ▇▇▇▇▇▇▇▇ 66 Liabilities any third Person, the obligations of the other Party thereunder or in accordance with their respective termsconnection therewith, or as may be directed by the other Party. (d) ▇▇▇▇▇▇▇▇ 66 hereby waives compliance by each and every member of If after the ConocoPhillips Group with the requirements and provisions of Distribution Date any “bulk-sale” Party (or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the ▇▇▇▇▇▇▇▇ 66 Assets to any member of the ▇▇▇▇▇▇▇▇ 66 Party’s respective Group) receives or continues to possess any Asset (other than a Delayed Transfer Asset) that should have been transferred to the other Party (or any member of the Party’s respective Group) under this Agreement, the Party (or the member of the Party’s respective Group) will promptly transfer, or cause to be transferred, the Asset to the other Party (or the member of the Party’s respective Group). Before any transfer under this Section 2.2(d) the Person holding the Asset will hold the Asset in trust for the other Person. The Parties agree to treat, for tax purposes to the extent permitted by applicable law, any Asset transferred pursuant to this Section 2.2(d) as having been transferred to the relevant Transferee immediately before the Distribution Time or at such other time as the Parties agree. (e) ConocoPhillips hereby waives compliance by each and every member Notwithstanding the foregoing, the obligations under this Section 2.2 shall expire on the second anniversary of the ▇▇▇▇▇▇▇▇ 66 Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the ConocoPhillips GroupDistribution Time. (f) Following the Distribution Date, ConocoPhillips or ▇▇▇▇▇▇▇▇ 66, as applicable, shall pay or cause to be paid to the other an adjustment amount based on closing date working capital in accordance with Schedule 2.1(f).

Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement, on or prior Subject to the Distribution Date in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps satisfaction or waiver of the Restructuring Steps Memorandum: (i) ConocoPhillips shallconditions set forth in Section 3.3, at or shortly before the Distribution Time, GAMCO will transfer, and shall will cause its applicable Subsidiaries to, assign, the other members of the GAMCO Group to transfer, convey to ACG and deliver to ▇▇▇▇▇▇▇▇ 66, or the applicable ▇▇▇▇▇▇▇▇ 66 Designeesother members of the ACG Group, and ▇▇▇▇▇▇▇▇ 66 or such ▇▇▇▇▇▇▇▇ 66 Designees shall ACG and the other members of the ACG Group will receive and accept from ConocoPhillips GAMCO and its applicable Subsidiariesthe other members of the GAMCO Group, all of ConocoPhillips’ GAMCO’s and such Subsidiaries’ the members of the GAMCO Group’s respective direct or indirect right, title and interest in and the ACG Group Assets. (b) Subject to all the satisfaction or waiver of the ▇▇▇▇▇▇▇▇ 66 Assets (it being understood that if any ▇▇▇▇▇▇▇▇ 66 Asset shall be held by a Transferred Entity conditions set forth in Section 3.3, at or a wholly owned Subsidiary of a Transferred Entityshortly before the Distribution Time, such ▇▇▇▇▇▇▇▇ 66 Asset may be assigned, transferred, conveyed ACG and delivered as a result the members of the transfer of all ACG Group, as applicable, will assume, or substantially all of have responsibility for, the equity interests in such Transferred Entity); (ii) ▇▇▇▇▇▇▇▇ 66 ACG Group Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, ACG will defend Actions that constitute ACG Group Liabilities and GAMCO will defend Actions that constitute GAMCO Group Liabilities. From and after the applicable ▇▇▇▇▇▇▇▇ 66 Designees shall acceptDistribution Time, assume ACG and agree faithfully to perform, discharge and fulfill all the ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with their respective terms. ▇▇▇▇▇▇▇▇ 66 and such ▇▇▇▇▇▇▇▇ 66 Designees shall GAMCO will be responsible for full payment and performance of all ▇▇▇▇▇▇▇▇ 66 ACG Group Liabilities and GAMCO Group Liabilities, respectively, regardless of when or where such ▇▇▇▇▇▇▇▇ 66 these Liabilities arose or arise, or whether the facts on which they are based occurred prior to before, on or subsequent to after the Distribution Datedate of this Agreement, regardless of where or against whom such ▇▇▇▇▇▇▇▇ 66 these Liabilities are asserted or determined (including any ▇▇▇▇▇▇▇▇ 66 Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to before, on or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of either Group, or any of their respective directors, officers, employees or agents; (iii) ConocoPhillips shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by ConocoPhillips to be so assigned, transferred, conveyed and delivered; and (iv) ConocoPhillips and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of such other Subsidiaries, and ConocoPhillips and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any cause by any member of either Group, or any of their respective directors, officers, employees or agentsthis Agreement. (b) In furtherance of the assignment, transfer, conveyance and delivery of the ▇▇▇▇▇▇▇▇ 66 Assets and the assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before and/or as of the date that such ▇▇▇▇▇▇▇▇ 66 Assets are assigned, transferred, conveyed or delivered or such ▇▇▇▇▇▇▇▇ 66 Liabilities are assumed (i) ConocoPhillips shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of ConocoPhillips’ and its Subsidiaries’ (other than ▇▇▇▇▇▇▇▇ 66 and its Subsidiaries) right, title and interest in and to the ▇▇▇▇▇▇▇▇ 66 Assets to ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees, and (ii) ▇▇▇▇▇▇▇▇ 66 shall execute and deliver, and shall cause the ▇▇▇▇▇▇▇▇ 66 Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities by ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “ConocoPhillips Transfer Documents.” (c) To the extent that any ▇▇▇▇▇▇▇▇ 66 transfer or assumption of an Asset or a Liability required under this Section 2.2 is not transferred made as of the Distribution Time (any such Asset or assigned to, or any ▇▇▇▇▇▇▇▇ 66 Liability is not assumed byLiability, a member of the ▇▇▇▇▇▇▇▇ 66 Group at the Distribution Date “Delayed Transfer Asset” or is owned or held by a member of the ConocoPhillips Group after the Distribution Date, from and after the Distribution Date, any such ▇▇▇▇▇▇▇▇ 66 Asset or ▇▇▇▇▇▇▇▇ 66 Liability shall be held by such member of the ConocoPhillips Group for the use and benefit of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto (at the expense of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b“Delayed Transfer Liability”): (i) ConocoPhillips shallGAMCO and ACG will, and shall will cause its applicable Subsidiaries tothe members of the GAMCO Group and the ACG Group, respectively, to use commercially reasonable efforts and cooperate to effect the transfer or assumption of the Asset or the Liability as soon promptly as reasonably practicable, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇ 66 or certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66, and ▇▇▇▇▇▇▇▇ 66 or such Subsidiaries shall accept from ConocoPhillips and its applicable Subsidiaries, all of ConocoPhillips’ and such Subsidiaries’ respective right, title and interest in and to such ▇▇▇▇▇▇▇▇ 66 Assetspracticable following the Distribution Time; and (ii) ▇▇▇▇▇▇▇▇ 66 GAMCO will, with respect to any Delayed Transfer Asset, use commercially reasonable efforts to make available to ACG the benefit of any Delayed Transfer Asset. GAMCO will, with respect to any Delayed Transfer Liability, retain the Delayed Transfer Liability for the account of ACG. In each case GAMCO and certain ACG will act in a manner to place each Party, insofar as is reasonably possible, in the same position as would have existed had the Delayed Transfer Asset or Delayed Transfer Liability been transferred or assumed at or before the Distribution Time if so contemplated in this Agreement. Except as required by applicable law, the Parties will treat, for tax purposes, any Asset or Liability transferred pursuant to this Section 2.2(c) as having been transferred to the relevant Transferee immediately before the Distribution Time. To the extent that either Party is provided the use or benefit of any Asset of the other Group or has any Liability of the other Group held for its Subsidiaries designated account under this Section 2.2(c), the Party receiving the benefit of the Asset or on whose behalf the Liability is held will, to the extent permitted by ▇▇▇▇▇▇▇▇ 66 shallLaw, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge for the benefit of the other Party and fulfill all such ▇▇▇▇▇▇▇▇ 66 Liabilities any third Person, the obligations of the other Party thereunder or in accordance with their respective termsconnection therewith, or as may be directed by the other Party. (d) ▇▇▇▇▇▇▇▇ 66 hereby waives compliance by each and every member of If after the ConocoPhillips Group with the requirements and provisions of Distribution Date any “bulk-sale” Party (or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the ▇▇▇▇▇▇▇▇ 66 Assets to any member of the ▇▇▇▇▇▇▇▇ 66 Party’s respective Group) receives or continues to possess any Asset (other than a Delayed Transfer Asset) that should have been transferred to the other Party (or any member of the Party’s respective Group) under this Agreement, the Party (or the member of the Party’s respective Group) will promptly transfer, or cause to be transferred, the Asset to the other Party (or the member of the Party’s respective Group). Before any transfer under this Section 2.2(d) the Person holding the Asset will hold the Asset in trust for the other Person. The Parties agree to treat, for tax purposes to the extent permitted by applicable law, any Asset transferred pursuant to this Section 2.2(d) as having been transferred to the relevant Transferee immediately before the Distribution Time or at such other time as the Parties agree. (e) ConocoPhillips hereby waives compliance by each and every member Notwithstanding the foregoing, the obligations under this Section 2.2(e) shall expire on the second anniversary of the ▇▇▇▇▇▇▇▇ 66 Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the ConocoPhillips GroupDistribution Time. (f) Following the Distribution Date, ConocoPhillips or ▇▇▇▇▇▇▇▇ 66, as applicable, shall pay or cause to be paid to the other an adjustment amount based on closing date working capital in accordance with Schedule 2.1(f).

Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided At or shortly before the Distribution Time, or at such other time as set forth in this Agreement or in any Ancillary AgreementSchedule 2.02(e), on or prior subject to the Distribution Date in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps satisfaction or waiver of the Restructuring Steps Memorandum: (i) ConocoPhillips shallconditions set forth in Section 3.04, NTELOS will transfer, and shall will cause its applicable Subsidiaries to, assign, the other members of the NTELOS Group to transfer, convey to Wireline and deliver to ▇▇▇▇▇▇▇▇ 66, or the applicable ▇▇▇▇▇▇▇▇ 66 Designeesother members of the Wireline Group, and ▇▇▇▇▇▇▇▇ 66 or such ▇▇▇▇▇▇▇▇ 66 Designees shall Wireline and the other members of the Wireline Group will receive and accept from ConocoPhillips NTELOS and its applicable Subsidiariesthe other members of the NTELOS Group, all of ConocoPhillipsNTELOS’ and such Subsidiaries’ the members of the NTELOS Group’s respective direct or indirect right, title and interest in and the Wireline Group Assets. (b) At or shortly before the Distribution Time, or at such other time as set forth in Schedule 2.02(e), subject to all the satisfaction or waiver of the ▇▇▇▇▇▇▇▇ 66 Assets (it being understood that if any ▇▇▇▇▇▇▇▇ 66 Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entityconditions set forth in Section 3.04, such ▇▇▇▇▇▇▇▇ 66 Asset may be assigned, transferred, conveyed Wireline and delivered as a result the members of the transfer of all Wireline Group, as applicable, will assume, or substantially all of have responsibility for, the equity interests in Wireline Group Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, Wireline will defend Actions that constitute Wireline Group Liabilities and NTELOS will defend Actions that constitute NTELOS Group Liabilities. From and after the Distribution Time or at such Transferred Entitytime as set forth on Schedule 2.02(e); (ii) ▇▇▇▇▇▇▇▇ 66 , Wireline and the applicable ▇▇▇▇▇▇▇▇ 66 Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with their respective terms. ▇▇▇▇▇▇▇▇ 66 and such ▇▇▇▇▇▇▇▇ 66 Designees shall NTELOS will be responsible for full payment and performance of all ▇▇▇▇▇▇▇▇ 66 Wireline Group Liabilities and NTELOS Group Liabilities, respectively, regardless of when or where such ▇▇▇▇▇▇▇▇ 66 these Liabilities arose or arise, or whether the facts on which they are based occurred prior to before, on or subsequent to after the Distribution Datedate of this Agreement, regardless of where or against whom such ▇▇▇▇▇▇▇▇ 66 these Liabilities are asserted or determined (including any ▇▇▇▇▇▇▇▇ 66 Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to before, on or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of either Group, or any of their respective directors, officers, employees or agents; (iii) ConocoPhillips shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by ConocoPhillips to be so assigned, transferred, conveyed and delivered; and (iv) ConocoPhillips and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of such other Subsidiaries, and ConocoPhillips and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any cause by any member of either Group, or any of their respective directors, officers, employees or agentsthis Agreement. (b) In furtherance of the assignment, transfer, conveyance and delivery of the ▇▇▇▇▇▇▇▇ 66 Assets and the assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before and/or as of the date that such ▇▇▇▇▇▇▇▇ 66 Assets are assigned, transferred, conveyed or delivered or such ▇▇▇▇▇▇▇▇ 66 Liabilities are assumed (i) ConocoPhillips shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of ConocoPhillips’ and its Subsidiaries’ (other than ▇▇▇▇▇▇▇▇ 66 and its Subsidiaries) right, title and interest in and to the ▇▇▇▇▇▇▇▇ 66 Assets to ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees, and (ii) ▇▇▇▇▇▇▇▇ 66 shall execute and deliver, and shall cause the ▇▇▇▇▇▇▇▇ 66 Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities by ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “ConocoPhillips Transfer Documents.” (c) To the extent that any ▇▇▇▇▇▇▇▇ 66 transfer or assumption of an Asset or a Liability required under this Section 2.02 is not transferred made as of the Distribution Time (any such Asset or assigned to, or any ▇▇▇▇▇▇▇▇ 66 Liability is not assumed byLiability, a member of the ▇▇▇▇▇▇▇▇ 66 Group at the Distribution Date “Delayed Transfer Asset” or is owned or held by a member of the ConocoPhillips Group after the Distribution Date, from “Delayed Transfer Liability”) and after the Distribution Date, any such ▇▇▇▇▇▇▇▇ 66 Asset or ▇▇▇▇▇▇▇▇ 66 Liability shall be held by such member of the ConocoPhillips Group for the use and benefit of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto (at the expense of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b):any Ancillary Agreement: (i) ConocoPhillips shallNTELOS and Wireline will, and shall will cause its applicable Subsidiaries the members of their respective Groups to, use commercially reasonable efforts and cooperate to effect the transfer or assumption of the Asset or the Liability as soon promptly as reasonably practicable, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇ 66 or certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66, and ▇▇▇▇▇▇▇▇ 66 or such Subsidiaries shall accept from ConocoPhillips and its applicable Subsidiaries, all of ConocoPhillips’ and such Subsidiaries’ respective right, title and interest in and to such ▇▇▇▇▇▇▇▇ 66 Assetspracticable following the Distribution Time; and (ii) ▇▇▇▇▇▇▇▇ 66 NTELOS will, with respect to any Delayed Transfer Asset, use commercially reasonable efforts to make available to Wireline the benefit of any Delayed Transfer Asset. NTELOS will, with respect to any Delayed Transfer Liability, retain the Delayed Transfer Liability for the account of Wireline. In each case NTELOS and certain Wireline will act in a manner to place each Party, insofar as is reasonably possible, in the same position as would have existed had the Delayed Transfer Asset or Delayed Transfer Liability been transferred or assumed at or before the Distribution Time if so contemplated in this Agreement. Except as otherwise provided on Schedule 2.02(e), the Parties will treat, for tax purposes, any Asset or Liability transferred pursuant to Section 2.02(c) as having been transferred to the relevant transferee immediately before the Distribution Time. To the extent that either Party is provided the use or benefit of any Asset of the other Group or has any Liability of the other Group held for its Subsidiaries designated account under this Section 2.02(c), the Party receiving the benefit of the Asset or on whose behalf the Liability is held will, to the extent permitted by ▇▇▇▇▇▇▇▇ 66 shallLaw, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge for the benefit of the other Party and fulfill all such ▇▇▇▇▇▇▇▇ 66 Liabilities any third Person, the obligations of the other Party thereunder or in accordance with their respective termsconnection therewith, or as may be directed by the other Party. (d) ▇▇▇▇▇▇▇▇ 66 hereby waives compliance by each and every member of If after the ConocoPhillips Group with the requirements and provisions of Distribution Date any “bulk-sale” Party (or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the ▇▇▇▇▇▇▇▇ 66 Assets to any member of the ▇▇▇▇▇▇▇▇ 66 Party’s respective Group) receives or continues to possess any Asset (other than a Delayed Transfer Asset) that should have been transferred to the other Party (or any member of the Party’s respective Group) under this Agreement or any Ancillary Agreement, the Party (or the member of the Party’s respective Group) will promptly transfer, or cause to be transferred, the Asset to the other Party (or the member of the Party’s respective Group). Before any transfer under this Section 2.02(d), the Person holding the Asset will hold the Asset in trust for the other Person. The Parties agree to treat, for tax purposes, any Asset transferred pursuant to this Section 2.02(d) as having been transferred to the relevant transferee immediately before the Distribution Time or at such other time as the Parties agree. (e) ConocoPhillips hereby waives compliance The transactions contemplated by each the Internal Transactions, the Separation and every member of the ▇▇▇▇▇▇▇▇ 66 Group with Distribution will be accomplished in the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the ConocoPhillips Grouporder set forth on Schedule 2.02(e). (f) Following Notwithstanding the foregoing, the obligations under this Section 2.02(c) shall expire on the second anniversary of the Distribution Date, ConocoPhillips or ▇▇▇▇▇▇▇▇ 66, as applicable, shall pay or cause to be paid to the other an adjustment amount based on closing date working capital in accordance with Schedule 2.1(f)Time.