TO OR ADJUSTMENT OF AN INCOME TAX
BENEFIT ACTUALLY REALIZED BY A MEMBER OF THE PARENT GROUP THAT IS DIRECTLY
ATTRIBUTABLE TO A CARRYBACK, THEN PARENT (OR ITS DESIGNEE) SHALL MAKE A PAYMENT
TO SPINCO, OR SPINCO SHALL MAKE A PAYMENT TO PARENT (OR ITS DESIGNEE), AS MAY BE
NECESSARY TO ADJUST THE PAYMENTS BETWEEN SPINCO AND PARENT (OR ITS DESIGNEE) TO
REFLECT THE PAYMENTS THAT WOULD HAVE BEEN MADE UNDER THIS SECTION 7(B) HAD THE
ADJUSTED AMOUNT OF SUCH INCOME TAX BENEFIT BEEN TAKEN INTO ACCOUNT IN COMPUTING
THE PAYMENTS DUE UNDER THIS SECTION 7(B).
8.
COOPERATION AND EXCHANGE OF
INFORMATION.
(A)
COOPERATION AND EXCHANGE OF INFORMATION.
EACH OF PARENT AND SPINCO, ON BEHALF OF ITSELF AND EACH MEMBER OF THE PARENT
GROUP AND THE SPINCO GROUP, RESPECTIVELY, AGREES TO PROVIDE THE OTHER PARTY (OR
ITS DESIGNEE) WITH SUCH COOPERATION OR INFORMATION AS SUCH OTHER PARTY (OR ITS
DESIGNEE) REASONABLY SHALL REQUEST IN CONNECTION WITH THE DETERMINATION OF ANY
PAYMENT OR ANY CALCULATIONS DESCRIBED IN THIS AGREEMENT, THE PREPARATION OR
FILING OF ANY INCOME TAX RETURN OR OTHER TAX RETURN OR CLAIM FOR REFUND, OR THE
CONDUCT OF ANY PROCEEDING.
SUCH COOPERATION AND INFORMATION SHALL INCLUDE,
WITHOUT LIMITATION, UPON REASONABLE NOTICE (I) PROMPTLY FORWARDING COPIES OF
APPROPRIATE NOTICES AND FORMS OR OTHER COMMUNICATIONS (INCLUDING, WITHOUT
LIMITATION, INFORMATION DOCUMENT REQUESTS, REVENUE AGENT'S REPORTS AND SIMILAR
REPORTS, NOTICES OF PROPOSED ADJUSTMENTS AND NOTICES OF DEFICIENCY) RECEIVED
FROM OR SENT TO ANY TAX AUTHORITY OR ANY OTHER ADMINISTRATIVE, JUDICIAL OR
GOVERNMENTAL AUTHORITY, (II) PROVIDING COPIES OF ALL RELEVANT INCOME TAX RETURNS
OR OTHER TAX RETURNS, TOGETHER WITH ACCOMPANYING SCHEDULES AND RELATED
WORKPAPERS, DOCUMENTS RELATING TO RULINGS OR OTHER DETERMINATIONS BY ANY TAX
AUTHORITY, AND SUCH OTHER RECORDS CONCERNING THE OWNERSHIP AND TAX BASIS OF
PROPERTY, OR OTHER RELEVANT INFORMATION, (III) THE PROVISION OF SUCH ADDITIONAL
INFORMATION AND EXPLANATIONS OF DOCUMENTS AND INFORMATION PROVIDED UNDER THIS
AGREEMENT (INCLUDING STATEMENTS, CERTIFICATES, FORMS, RETURNS AND SCHEDULES
DELIVERED BY EITHER PARTY) AS SHALL BE REASONABLY REQUESTED BY PARENT (OR ITS
DESIGNEE) OR SPINCO (OR ITS DESIGNEE), AS THE CASE MAY BE, (IV) THE EXECUTION OF
ANY DOCUMENT THAT MAY BE NECESSARY OR REASONABLY HELPFUL IN CONNECTION WITH THE
FILING OF AN INCOME TAX RETURN OR OTHER TAX RETURN, A CLAIM FOR A REFUND, OR IN
CONNECTION WITH ANY PROCEEDING, INCLUDING SUCH WAIVERS, CONSENTS OR POWERS OF
ATTORNEY AS MAY BE NECESSARY FOR PARENT OR SPINCO, AS THE CASE MAY BE, TO
EXERCISE ITS RIGHTS UNDER THIS AGREEMENT, AND (V) THE USE OF PARENT'S OR
SPINCO'S, AS THE CASE MAY BE, REASONABLE EFFORTS TO OBTAIN ANY DOCUMENTATION
FROM A GOVERNMENTAL AUTHORITY OR A THIRD PARTY THAT MAY BE NECESSARY OR
REASONABLY HELPFUL IN CONNECTION WITH ANY OF THE FOREGOING.
IT IS EXPRESSLY THE
INTENTION OF THE PARTIES TO THIS AGREEMENT TO TAKE ALL ACTIONS THAT SHALL BE
NECESSARY TO ESTABLISH PARENT AS THE SOLE AGENT FOR INCOME TAX OR OTHER TAX
PURPOSES OF EACH MEMBER OF THE SPINCO GROUP WITH RESPECT TO ALL COMBINED
RETURNS.
UPON REASONABLE