NOTICE, EACH OF PARENT AND SPINCO SHALL MAKE ITS, OR
SHALL CAUSE THE MEMBERS OF THE PARENT GROUP OR THE SPINCO GROUP, AS APPLICABLE,
TO MAKE THEIR, EMPLOYEES AND FACILITIES AVAILABLE ON A MUTUALLY CONVENIENT BASIS
TO PROVIDE EXPLANATION OF ANY DOCUMENTS OR INFORMATION PROVIDED HEREUNDER.
ANY
INFORMATION OBTAINED UNDER THIS SECTION 8 SHALL BE KEPT CONFIDENTIAL, EXCEPT AS
OTHERWISE REASONABLY MAY BE NECESSARY IN CONNECTION WITH THE FILING OF INCOME
TAX RETURNS OR OTHER TAX RETURNS OR CLAIMS FOR REFUND OR IN CONDUCTING ANY
PROCEEDING.
22
(B)
RETENTION OF RECORDS.
EACH OF PARENT AND
SPINCO AGREES TO RETAIN ALL INCOME TAX RETURNS AND OTHER TAX RETURNS, RELATED
SCHEDULES AND WORKPAPERS, AND ALL MATERIAL RECORDS AND OTHER DOCUMENTS AS
REQUIRED UNDER SECTION 6001 OF THE CODE AND THE REGULATIONS PROMULGATED
THEREUNDER (AND ANY SIMILAR PROVISION OF STATE, LOCAL, OR FOREIGN LAW) EXISTING
ON THE DATE HEREOF OR CREATED IN RESPECT OF (I) ANY TAXABLE PERIOD THAT ENDS ON
OR BEFORE OR INCLUDES THE DISTRIBUTION DATE OR (II) ANY TAXABLE PERIOD THAT MAY
BE SUBJECT TO A CLAIM HEREUNDER UNTIL THE LATER OF (A) THE EXPIRATION OF THE
STATUTE OF LIMITATIONS (INCLUDING EXTENSIONS) FOR THE TAXABLE PERIODS TO WHICH
SUCH INCOME TAX RETURNS, OTHER TAX RETURNS AND OTHER DOCUMENTS RELATE AND
(B) THE FINAL DETERMINATION OF ANY PAYMENTS THAT MAY BE REQUIRED IN RESPECT OF
SUCH TAXABLE PERIODS UNDER THIS AGREEMENT.
FROM AND AFTER THE END OF THE PERIOD
DESCRIBED IN THE PRECEDING SENTENCE OF THIS SECTION 8(B), IF A MEMBER OF THE
PARENT GROUP OR THE SPINCO GROUP WISHES TO DISPOSE OF ANY SUCH RECORDS AND
DOCUMENTS, THEN PARENT OR SPINCO, AS THE CASE MAY BE, SHALL PROVIDE WRITTEN
NOTICE THEREOF TO THE OTHER PARTY AND SHALL PROVIDE THE OTHER PARTY THE
OPPORTUNITY TO TAKE POSSESSION OF ANY SUCH RECORDS AND DOCUMENTS WITHIN 90 DAYS
AFTER SUCH NOTICE IS DELIVERED; PROVIDED, HOWEVER, THAT IF SUCH OTHER PARTY DOES
NOT, WITHIN SUCH 90-DAY PERIOD, CONFIRM ITS INTENTION TO TAKE POSSESSION OF SUCH
RECORDS AND DOCUMENTS, PARENT OR SPINCO, AS THE CASE MAY BE, MAY DESTROY OR
OTHERWISE DISPOSE OF SUCH RECORDS AND DOCUMENTS.
(C)
REMEDIES.
EACH OF PARENT AND SPINCO HEREBY
ACKNOWLEDGES AND AGREES THAT (I) THE FAILURE OF ANY MEMBER OF THE PARENT GROUP
OR THE SPINCO GROUP, AS THE CASE MAY BE, TO COMPLY WITH THE PROVISIONS OF THIS
SECTION 8 MAY RESULT IN SUBSTANTIAL HARM TO THE PARENT GROUP OR THE SPINCO
GROUP, AS THE CASE MAY BE, INCLUDING THE INABILITY TO DETERMINE OR APPROPRIATELY
SUBSTANTIATE AN INCOME TAX LIABILITY OR OTHER TAX LIABILITY (OR A POSITION IN
RESPECT THEREOF) FOR WHICH THE PARENT GROUP (OR A MEMBER THEREOF) OR THE SPINCO
GROUP (OR A MEMBER THEREOF), AS APPLICABLE, WOULD BE RESPONSIBLE UNDER THIS
AGREEMENT OR APPROPRIATELY DEFEND AGAINST AN ADJUSTMENT THERETO BY A TAX
AUTHORITY, (II) THE REMEDIES AVAILABLE TO THE PARENT GROUP FOR THE BREACH BY A
MEMBER OF THE SPINCO GROUP OF ITS OBLIGATIONS UNDER THIS SECTION 8 SHALL INCLUDE
(WITHOUT LIMITATION) THE INDEMNIFICATION