Common use of Transactions Prior to the IPO Clause in Contracts

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.3, Sunoco and SunCoke shall use their reasonable best efforts to consummate the IPO. Such actions shall include, but not necessarily be limited to, those specified in this Section 3.1. (b) SunCoke shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by Law or by the Underwriting Agreement, including, but not limited to, filing such amendments to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC or federal, state or foreign securities Laws. Sunoco and SunCoke shall also cooperate in preparing, filing with the SEC and causing to become effective a registration statement registering the SunCoke Common Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements. (c) Sunoco and SunCoke shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to Sunoco and shall comply with its obligations thereunder. (d) Sunoco and SunCoke shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) SunCoke shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO. (f) SunCoke shall prepare, file and use reasonable best efforts to seek to make effective, an application for listing of the SunCoke Common Stock issued in the IPO on the NYSE, subject to official notice of issuance. (g) SunCoke shall participate in the preparation of materials and presentations as Sunoco or the Underwriters shall deem necessary or desirable. (h) Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco shall pay all third-party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided in the Underwriting Agreement.

Transactions Prior to the IPO. (a) Subject to the terms and conditions specified in Section 3.3hereof, Sunoco each of ▇▇▇▇ Foods and SunCoke WhiteWave shall use their commercially reasonable best efforts to consummate the IPO. Such , including by taking the actions shall include, but not necessarily be limited to, those specified in this Section 3.1. (ba) SunCoke WhiteWave shall file the IPO Registration Statement, and such amendments or supplements thereto, to the IPO Registration Statement as may be necessary in order to cause the same IPO Registration Statement to become and remain effective as required by applicable Law or by the Underwriting AgreementUnderwriters, including, but not limited to, including filing such amendments to the IPO Registration Statement and supplements thereto as may be required by the Underwriting Agreement, the SEC or federal, state or foreign applicable securities Laws. Sunoco ▇▇▇▇ Foods and SunCoke WhiteWave shall also cooperate in preparing, filing with the SEC and causing to become effective a registration statement registering the SunCoke WhiteWave Class A Common Stock under the Exchange Act, and any registration statements or amendments thereof thereto which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary AgreementsDocuments. (cb) Sunoco and SunCoke WhiteWave shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to Sunoco WhiteWave, and WhiteWave shall comply with its obligations thereunder. (dc) Sunoco and SunCoke shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) SunCoke WhiteWave shall use its commercially reasonable best efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky laws Laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO. (fd) SunCoke WhiteWave shall prepare, file and use commercially reasonable best efforts to seek to make effective, an application for listing of the SunCoke WhiteWave Class A Common Stock to be issued in the IPO on the NYSEThe New York Stock Exchange, subject to official notice of issuance. (ge) SunCoke WhiteWave shall participate in the preparation of materials and presentations as Sunoco or that ▇▇▇▇ Foods and the Underwriters shall may deem necessary or desirable. (hf) Other than WhiteWave shall cooperate in all respects with ▇▇▇▇ Foods in connection with the SEC registration fee pricing and the FINRA fee, which were paid by SunCoke, Sunoco shall pay all third-party costs, fees and expenses relating to the IPO, all timing of the reimbursable expenses issuance of the Underwriters pursuant WhiteWave Class A Common Stock in the IPO and shall, at ▇▇▇▇ Foods’ direction, promptly take any and all actions necessary or desirable to consummate the Underwriting Agreement, all of IPO as contemplated by the costs of producing, printing, mailing IPO Registration Statement and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided in the Underwriting Agreement. (g) WhiteWave shall use commercially reasonable efforts to incur the WhiteWave Borrowing on terms and with lenders acceptable to ▇▇▇▇ Foods.

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.32.6, Sunoco CCI and SunCoke uBid shall use their reasonable best efforts to consummate the IPO. Such actions shall include, but not necessarily be limited to, those specified in this Section 3.12.1. (b) SunCoke uBid shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by Law law or by the Underwriting AgreementUnderwriters, including, but not limited to, filing such amendments to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC Commission or federal, state or foreign securities Lawslaws. Sunoco CCI and SunCoke uBid shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the SunCoke uBid Common Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements. (c) Sunoco uBid and SunCoke CCI shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to Sunoco uBid and CCI and shall comply with its respective obligations thereunder. (d) Sunoco CCI and SunCoke uBid shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) SunCoke uBid shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (f) SunCoke uBid shall prepare, file and use reasonable best efforts to seek to make effective, an application for listing of the SunCoke uBid Common Stock issued in the IPO on the NYSENASDAQ Stock Market, subject to official notice of issuance. (g) SunCoke uBid shall participate in the preparation of materials and presentations as Sunoco or the Underwriters shall deem necessary or desirable. (h) Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco uBid shall pay all third-third party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ ' discount as provided in the Underwriting Agreement.

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.3hereof, Sunoco Daisytek International and SunCoke PFSweb shall use their reasonable best efforts to consummate the IPO. Such actions shall include, but not necessarily be limited to, include those specified in this Section 3.12.1. (ba) SunCoke PFSweb shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by Law law or by the Underwriting AgreementUnderwriters, including, but not limited to, filing such amendments to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC or federal, state or foreign securities Lawslaws. Sunoco Daisytek International and SunCoke PFSweb shall also cooperate in preparing, filing with the SEC and causing to become effective a registration statement registering the SunCoke PFSweb Common Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements. (cb) Sunoco PFSweb and SunCoke Daisytek International shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to Sunoco them and each shall comply with its respective obligations thereunder. (dc) Sunoco Daisytek International and SunCoke PFSweb shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (ed) SunCoke PFSweb shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (fe) SunCoke PFSweb shall prepare, file and use reasonable best efforts to seek to make effective, an application for listing of the SunCoke PFSweb Common Stock issued in the IPO on the NYSENASDAQ National Market, subject to official notice of issuance. (gf) SunCoke PFSweb shall participate in the preparation of materials and presentations as Sunoco or the Underwriters shall deem necessary or desirable. (h) Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco shall pay all third-party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided in the Underwriting Agreement.

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.3, Sunoco Parent and SunCoke the Company shall use their reasonable best efforts to consummate the IPO. Such actions shall includeIPO of shares of Class A Common Stock, but not necessarily be limited toincluding without limitation, those specified in this Section 3.1.taking the following actions: (ba) SunCoke The Company shall file the IPO Registration Statement, and such amendments or supplements theretoto the Registration Statement, as may be necessary in order to cause the same to become and remain effective as required by Law or by the Underwriters, the Underwriting Agreement, including, but not limited to, filing such amendments to the IPO Registration Statement as may be required by the Underwriting AgreementAgreements, the SEC Commission or federal, state or foreign securities Lawslaws. Sunoco Parent and SunCoke the Company shall also cooperate in preparing, preparing and filing with the SEC Commission and causing to become effective a registration statement registering the SunCoke Class A Common Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements. (cb) Sunoco Parent and SunCoke the Company shall enter into the Underwriting AgreementAgreements, in form and substance reasonably satisfactory to Sunoco the Company and shall comply with its their obligations thereunder. (dc) Sunoco Parent and SunCoke the Company shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (ed) SunCoke The Company shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (fe) SunCoke The Company shall prepare, file and use reasonable best efforts to seek to make effective, an application for listing of the SunCoke Class A Common Stock issued in the IPO on the New York Stock Exchange ("NYSE"), subject to official notice of issuance. (gf) SunCoke The Company shall participate in the preparation of materials and presentations as Sunoco or the Underwriters shall deem necessary or desirable. (hg) Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco The Company shall pay all third-third party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting AgreementAgreements, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ ' discount as provided in the Underwriting AgreementAgreements. (h) The Company shall repay outstanding amounts owed to Resources and an Affiliate of Parent by issuing Class A Common Stock as payment to such parties as set forth on SCHEDULE 2.1 hereto.

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.34.4, Sunoco REI and SunCoke Resources shall use their reasonable best commercial efforts to consummate the IPO. Such actions efforts shall include, but not necessarily be limited to, those specified in this Section 3.1.4.1: (ba) SunCoke shall file Resources has filed the IPO Registration Statement, and shall use its best efforts to cause such IPO Registration Statement to become effective, including by filing such amendments or supplements thereto, thereto as may be necessary or appropriate, responding promptly to any comments of the Commission and taking such other action in order to cause the same to become and remain effective as required by Law or by the Underwriting Agreement, including, but not limited to, filing such amendments to the IPO Registration Statement that connection as may be required reasonably requested by the Underwriting Agreement, the SEC or federal, state or foreign securities LawsREI. Sunoco REI and SunCoke Resources shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the SunCoke Resources Common Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Restructuring, the Distribution or the other transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. (cb) Sunoco and SunCoke Resources shall enter into an underwriting agreement with the underwriters named in the IPO Registration Statement (the "Underwriting Agreement"), in form and substance reasonably satisfactory to Sunoco Resources, and shall comply with its obligations thereunder. (dc) Sunoco REI and SunCoke Resources shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (ed) SunCoke Resources shall use its reasonable best commercial efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (fe) SunCoke Resources shall prepare, file and use reasonable best commercial efforts to seek to make effective, an application for listing of the SunCoke Resources Common Stock issued in the IPO on the NYSE, subject to official notice of issuance. (g) SunCoke shall participate in the preparation of materials and presentations as Sunoco or the Underwriters shall deem necessary or desirable. (h) Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco shall pay all third-party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided in the Underwriting Agreement.

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.34.4, Sunoco Halliburton and SunCoke KBR shall use their reasonable best efforts to consummate the IPOIPO on or before November 30, 2006. Such actions efforts shall include, but not necessarily be limited to, those specified in this Section 3.1.4.1 (to the extent not previously accomplished): (ba) SunCoke shall file KBR has filed the IPO Registration Statement, and shall use its reasonable best efforts to cause such IPO Registration Statement to become effective, including by filing such amendments or supplements thereto, thereto as may be necessary in order or appropriate, responding promptly to cause any comments of the same to become Commission and remain effective as required by Law or by the Underwriting Agreement, including, but not limited to, filing taking such amendments other action with respect to the IPO Registration Statement as may be required reasonably requested by the Underwriting Agreement, the SEC or federal, state or foreign securities LawsHalliburton. Sunoco Halliburton and SunCoke KBR shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the SunCoke KBR Common Stock under the Exchange Act, and any information statement or registration statements statement or amendments thereof thereto which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separationany Prior Transfers, the Distribution Separation or the other transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. (cb) Sunoco and SunCoke KBR shall enter into an underwriting agreement with the Underwriters (the “Underwriting Agreement”), in form and substance reasonably satisfactory to Sunoco Halliburton, and shall comply with its obligations thereunder. (dc) Sunoco Halliburton and SunCoke KBR shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO, it being understood that decisions on such matters may be dictated by Halliburton in its sole discretion. (ed) SunCoke KBR shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (fe) SunCoke KBR shall prepare, file and use reasonable best efforts to seek to make effective, an application for listing of the SunCoke KBR Common Stock issued in the IPO on the NYSE, subject to official notice of issuance. (g) SunCoke shall participate in the preparation of materials and presentations as Sunoco or the Underwriters shall deem necessary or desirable. (h) Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco shall pay all third-party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided in the Underwriting Agreement.

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.34.4, Sunoco Forest and SunCoke Lone Pine shall use their reasonable best efforts to consummate the IPO. Such actions efforts shall include, but not necessarily be limited to, those specified in this Section 3.1.4.1 (to the extent not previously accomplished): (ba) SunCoke shall file Lone Pine has filed the IPO Registration Statement, and shall use its reasonable best efforts to cause such IPO Registration Statement to become effective, including by filing such amendments or supplements thereto, thereto as may be necessary in order or appropriate, responding promptly to cause any comments of the same to become Commission, and remain effective as required by Law or by the Underwriting Agreement, including, but not limited to, filing taking such amendments other action with respect to the IPO Registration Statement as may be required reasonably requested by the Underwriting Agreement, the SEC or federal, state or foreign securities LawsForest. Sunoco Forest and SunCoke Lone Pine shall also cooperate in preparing, filing with the SEC Commission, and causing to become effective a registration statement registering the SunCoke Lone Pine Common Stock under the Exchange Act, and any registration statements statement or amendments thereof thereto which are required to reflect the establishment of, or amendments to, any employee benefit benefit, and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution Separation or the other transactions contemplated by this Agreement Agreement. (b) Lone Pine has filed the preliminary and final Canadian Prospectus and receipts therefore have been issued or are deemed to have been issued by each of the Ancillary AgreementsCanadian Authorities. (c) Sunoco and SunCoke Lone Pine shall enter have entered into an underwriting agreement with the Underwriters (the “Underwriting Agreement”), in form and substance reasonably satisfactory to Sunoco Forest, and shall comply with its obligations thereunder. (d) Sunoco Forest and SunCoke Lone Pine shall consult with each other and the Underwriters regarding the timing, pricing pricing, and other material matters with respect to the IPO, it being understood that decisions on such matters may be dictated by Forest in its sole discretion. (e) SunCoke Lone Pine shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictionsjurisdictions other than Canada or the United States) in connection with the IPO. (f) SunCoke Lone Pine shall prepare, file file, and use reasonable best efforts to seek to make effective, an application for listing of the SunCoke Lone Pine Common Stock issued in the IPO on the NYSENYSE and the TSX, in each case subject to official notice of issuanceissuance and filing of customary final documentation. (g) SunCoke shall participate in the preparation of materials and presentations as Sunoco or the Underwriters shall deem necessary or desirable. (h) Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco shall pay all third-party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided in the Underwriting Agreement.

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.34.3, Sunoco Transocean, Transocean Holdings and SunCoke TODCO shall use their reasonable best commercial efforts to consummate the IPO. Such actions efforts shall include, but not necessarily be limited to, those specified in this Section 3.1.4.1 (to the extent not previously accomplished): (ba) SunCoke shall file TODCO has filed the IPO Registration Statement, and shall use its best efforts to cause such IPO Registration Statement to become effective, including by filing such amendments or supplements thereto, thereto as may be necessary or appropriate, responding promptly to any comments of the Commission and taking such other action in order to cause the same to become and remain effective as required by Law or by the Underwriting Agreement, including, but not limited to, filing such amendments to the IPO Registration Statement that connection as may be required reasonably requested by the Underwriting AgreementTransocean. Transocean, the SEC or federal, state or foreign securities Laws. Sunoco Transocean Holdings and SunCoke TODCO shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the SunCoke TODCO Common Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separationany Prior Transfers, the Distribution Separation or the other transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. (cb) Sunoco TODCO, Transocean Holdings and SunCoke Transocean shall enter into an underwriting agreement with the underwriters named in the IPO Registration Statement (the "Underwriting Agreement"), in form and substance reasonably satisfactory to Sunoco Transocean, and shall comply with its obligations thereunder. (dc) Sunoco Transocean, Transocean Holdings and SunCoke TODCO shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO, it being understood that decisions on such matters may be dictated by Transocean in its sole discretion. (ed) SunCoke TODCO shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (fe) SunCoke TODCO shall prepare, file and use reasonable best efforts to seek to make effective, an application for listing of the SunCoke TODCO Class A Common Stock issued in the IPO on the NYSE, subject to official notice of issuance. (g) SunCoke shall participate in the preparation of materials and presentations as Sunoco or the Underwriters shall deem necessary or desirable. (h) Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco shall pay all third-party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided in the Underwriting Agreement.

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.3, Sunoco Penford and SunCoke Penwest shall use their reasonable best efforts to consummate the IPO. Such actions shall include, but not necessarily be limited to, those specified in this Section 3.1. (b) SunCoke Penwest shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by Law law or by the Underwriting AgreementUnderwriters, including, but not limited to, filing such amendments to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC Commission or federal, federal or state or foreign securities Lawslaws. Sunoco Penford and SunCoke Penwest shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the SunCoke Penwest Common Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPOSeparation, the SeparationIPO, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreementsor any other agreement or document contemplated by this Agreement or otherwise. (c) Sunoco Penwest and SunCoke Penford shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to Sunoco them and shall comply with its obligations thereunder. (d) Sunoco Penford and SunCoke Penwest shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) SunCoke Penwest shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (f) SunCoke Penwest shall prepare, file and use reasonable best efforts to seek to make effective, an application for listing of the SunCoke Penwest Common Stock issued in the IPO on the NYSENasdaq National Market, subject to official notice of issuance. (g) SunCoke Penwest shall participate in the preparation of materials and presentations as Sunoco or the Underwriters shall deem necessary or desirable. (h) Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco Penwest shall pay all third-third party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, and all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as and shall reimburse Penford for any such costs, fees and expenses to the Underwriters’ discount as provided in the Underwriting Agreementextent paid by Penford.

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.33.6, Sunoco AT&T and SunCoke Lucent shall use their reasonable best efforts to consummate the IPO. Such actions shall include, but not necessarily be limited to, those specified in this Section 3.1. (b) SunCoke Lucent shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by Law law or by the Underwriting AgreementUnderwriters, including, but not limited to, filing such amendments to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC Commission or federal, state or foreign securities Lawslaws. Sunoco AT&T and SunCoke Lucent shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the SunCoke Lucent Common Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements. (c) Sunoco and SunCoke Lucent shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to Sunoco Lucent and shall comply with its obligations thereunder. (d) Sunoco AT&T and SunCoke Lucent shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) SunCoke Lucent shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (f) SunCoke Lucent shall prepare, file and use reasonable best efforts to seek to make effective, an application for listing of the SunCoke Lucent Common Stock issued in the IPO on the NYSE, subject to official notice of issuance. (g) SunCoke Lucent shall participate in the preparation of materials and presentations as Sunoco or the Underwriters shall deem necessary or desirable. (h) Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco Lucent shall pay all third-third party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ ' discount as provided in the Underwriting Agreement.

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.34.4, Sunoco Parent and SunCoke Enova shall use their reasonable best efforts to consummate the IPO. Such actions efforts shall include, but not necessarily be limited to, those specified in this Section 3.1.4.1 (to the extent not previously accomplished): (ba) SunCoke shall file Enova has filed the IPO Registration Statement, and shall use its reasonable best efforts to cause such IPO Registration Statement to become effective, including by filing such amendments or supplements thereto, thereto as may be necessary in order or appropriate, responding promptly to cause any comments of the same to become Commission, and remain effective as required by Law or by the Underwriting Agreement, including, but not limited to, filing taking such amendments other action with respect to the IPO Registration Statement as may be required reasonably requested by the Underwriting Agreement, the SEC or federal, state or foreign securities LawsParent. Sunoco Parent and SunCoke Enova shall also cooperate in preparing, filing with the SEC Commission, and causing to become effective a registration statement registering the SunCoke Enova Common Stock under the Exchange Act, and any registration statements statement or amendments thereof thereto which are required to reflect the establishment of, or amendments to, any employee benefit benefit, and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution Separation or the other transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. (cb) Sunoco Enova and SunCoke Parent shall enter into an underwriting agreement with the Underwriters (the “Underwriting Agreement”), in form and substance reasonably satisfactory to Sunoco Parent, and shall comply with its obligations thereunder. (dc) Sunoco Parent and SunCoke Enova shall consult with each other and the Underwriters regarding the timing, pricing pricing, and other material matters with respect to the IPO, it being understood that decisions on such matters may be dictated by Parent in its sole discretion. (ed) SunCoke Enova shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictionsjurisdictions other than the United States) in connection with the IPO. (fe) SunCoke Enova shall prepare, file file, and use reasonable best efforts to seek to make effective, an application for listing of the SunCoke Enova Common Stock issued in the IPO on the NYSE, subject only to official notice of issuanceissuance and filing of customary final documentation. (g) SunCoke shall participate in the preparation of materials and presentations as Sunoco or the Underwriters shall deem necessary or desirable. (h) Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco shall pay all third-party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided in the Underwriting Agreement.

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.3, Sunoco PC Mall and SunCoke eCOST shall use their commercially reasonable best efforts to consummate the IPO. Such actions shall include, but not necessarily be limited to, those specified in this Section 3.1. (b) SunCoke . eCOST shall file the IPO Registration Statement, and such amendments or supplements thereto, to the IPO Registration Statement as may be necessary in order to cause the same to become and remain effective as required by Law law or by the Underwriting AgreementUnderwriters, including, but not limited to, filing such amendments to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC or federal, state or foreign securities Lawslaws. Sunoco PC Mall and SunCoke eCOST shall also cooperate in preparing, filing with the SEC and causing to become effective a registration statement registering the SunCoke eCOST Common Stock under the Exchange Act, and any registration statements or amendments thereof thereto which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and or the Ancillary Agreements. (ca) Sunoco and SunCoke eCOST shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to Sunoco eCOST and PC Mall and shall comply with its obligations thereunder. (db) Sunoco PC Mall and SunCoke eCOST shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (ec) SunCoke eCOST shall use its commercially reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (fd) SunCoke eCOST shall prepare, file and use commercially reasonable best efforts to seek to make effective, an application for listing of the SunCoke eCOST Common Stock issued in the IPO on the NYSENasdaq National Market, subject to official notice of issuance. (ge) SunCoke eCOST shall participate in the preparation of materials and presentations as Sunoco or the Underwriters shall deem necessary or desirable. (hf) Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco eCOST shall pay all third-third party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided in the Underwriting Agreement.

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.34.4, Sunoco Halliburton and SunCoke KBR shall use their reasonable best efforts to consummate the IPOIPO on or before ____________, 2006. Such actions efforts shall include, but not necessarily be limited to, those specified in this Section 3.1.4.1 (to the extent not previously accomplished): (ba) SunCoke shall file KBR has filed the IPO Registration Statement, and shall use its reasonable best efforts to cause such IPO Registration Statement to become effective, including by filing such amendments or supplements thereto, thereto as may be necessary in order or appropriate, responding promptly to cause any comments of the same to become Commission and remain effective as required by Law or by the Underwriting Agreement, including, but not limited to, filing taking such amendments other action with respect to the IPO Registration Statement as may be required reasonably requested by the Underwriting Agreement, the SEC or federal, state or foreign securities LawsHalliburton. Sunoco Halliburton and SunCoke KBR shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the SunCoke KBR Common Stock under the Exchange Act, and any information statement or registration statements statement or amendments thereof thereto which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separationany Prior Transfers, the Distribution Separation or the other transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. (cb) Sunoco and SunCoke KBR shall enter into an underwriting agreement with the Underwriters (the “Underwriting Agreement”), in form and substance reasonably satisfactory to Sunoco Halliburton, and shall comply with its obligations thereunder. (dc) Sunoco Halliburton and SunCoke KBR shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO, it being understood that decisions on such matters may be dictated by Halliburton in its sole discretion. (ed) SunCoke KBR shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (fe) SunCoke KBR shall prepare, file and use reasonable best efforts to seek to make effective, an application for listing of the SunCoke KBR Common Stock issued in the IPO on the NYSE, subject to official notice of issuance. (g) SunCoke shall participate in the preparation of materials and presentations as Sunoco or the Underwriters shall deem necessary or desirable. (h) Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco shall pay all third-party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided in the Underwriting Agreement.

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.3, Sunoco AT&T and SunCoke Lucent shall use their reasonable best efforts to consummate the IPO. Such actions shall include, but not necessarily be limited to, those specified in this Section 3.1. (b) SunCoke Lucent shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by Law law or by the Underwriting AgreementUnderwriters, including, but not limited to, filing such amendments to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC Commission or federal, state or foreign securities Lawslaws. Sunoco AT&T and SunCoke Lucent shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the SunCoke Lucent Common Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements. (c) Sunoco and SunCoke Lucent shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to Sunoco Lucent and shall comply with its obligations thereunder. (d) Sunoco AT&T and SunCoke Lucent shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) SunCoke Lucent shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (f) SunCoke Lucent shall prepare, file and use reasonable best efforts to seek to make effective, an application for listing of the SunCoke Lucent Common Stock issued in the IPO on the NYSE, subject to official notice of issuance. (g) SunCoke Lucent shall participate in the preparation of materials and presentations as Sunoco or the Underwriters shall deem necessary or desirable. (h) Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco Lucent shall pay all third-third party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ ' discount as provided in the Underwriting Agreement.

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.3, Sunoco HBIO and SunCoke H▇▇▇ shall use their reasonable best efforts to consummate the IPO. Such actions shall include, but not necessarily be limited to, those specified in this Section 3.1. (b) SunCoke H▇▇▇ shall file the IPO Registration Statement, and such amendments or supplements thereto, to the IPO Registration Statement as may be necessary in order to cause the same to become and remain effective as required by Law or by the Underwriting Agreement, including, but not limited to, filing such amendments to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC or federal, state or foreign securities Laws. Sunoco HBIO and SunCoke H▇▇▇ shall also cooperate in preparing, filing with the SEC and causing to become effective a registration statement registering the SunCoke H▇▇▇ Common Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements. (c) Sunoco and SunCoke H▇▇▇ shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to Sunoco H▇▇▇ and shall comply with its obligations thereunder. (d) Sunoco HBIO and SunCoke H▇▇▇ shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) SunCoke H▇▇▇ shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO. (f) SunCoke H▇▇▇ shall prepare, file and use reasonable best efforts to seek to make effective, an application for listing of the SunCoke H▇▇▇ Common Stock issued in the IPO on the NYSENASDAQ, subject to official notice of issuance. (g) SunCoke H▇▇▇ shall participate in the preparation of materials and presentations as Sunoco HBIO or the Underwriters shall deem necessary or desirable. (h) Other than the H▇▇▇ will pay, or will reimburse HBIO for, all applicable SEC registration fee fees, FINRA fees, and the FINRA fee, which were paid by SunCoke, Sunoco shall pay all other third-party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided in the Underwriting Agreement.

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.34.4, Sunoco Parent and SunCoke Enova shall use their reasonable best efforts to consummate the IPO. Such actions efforts shall include, but not necessarily be limited to, those specified in this Section 3.1.4.1 (to the extent not previously accomplished): (ba) SunCoke shall file Enova has filed the IPO Registration Statement, and shall use its reasonable best efforts to cause such IPO Registration Statement to become effective, including by filing such amendments or supplements thereto, thereto as may be necessary in order or appropriate, responding promptly to cause any comments of the same to become Commission, and remain effective as required by Law or by the Underwriting Agreement, including, but not limited to, filing taking such amendments other action with respect to the IPO Registration Statement as may be required reasonably requested by the Underwriting Agreement, the SEC or federal, state or foreign securities LawsParent. Sunoco Parent and SunCoke Enova shall also cooperate in preparing, filing with the SEC Commission, and causing to become effective a registration statement registering the SunCoke Enova Common Stock under the Exchange Act, and any registration statements statement or amendments thereof thereto which are required to reflect the establishment of, or amendments to, any employee benefit benefit, and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution Separation or the other transactions contemplated by this Agreement and the Ancillary AgreementsAgreement. (cb) Sunoco and SunCoke Enova shall enter into an underwriting agreement with the Underwriters (the “Underwriting Agreement”), in form and substance reasonably satisfactory to Sunoco Parent, and shall comply with its obligations thereunder. (dc) Sunoco Parent and SunCoke Enova shall consult with each other and the Underwriters regarding the timing, pricing pricing, and other material matters with respect to the IPO, it being understood that decisions on such matters may be dictated by Parent in its sole discretion. (ed) SunCoke Enova shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictionsjurisdictions other than the United States) in connection with the IPO. (fe) SunCoke Enova shall prepare, file file, and use reasonable best efforts to seek to make effective, an application for listing of the SunCoke Enova Common Stock issued in the IPO on the NYSE, subject only to official notice of issuanceissuance and filing of customary final documentation. (g) SunCoke shall participate in the preparation of materials and presentations as Sunoco or the Underwriters shall deem necessary or desirable. (h) Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco shall pay all third-party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided in the Underwriting Agreement.

Transactions Prior to the IPO. (a) Subject to the conditions specified in Section 3.3, Sunoco PC Mall and SunCoke eCOST shall use their commercially reasonable best efforts to consummate the IPO. Such actions shall include, but not necessarily be limited to, those specified in this Section 3.1. (b) SunCoke . eCOST shall file the IPO Registration Statement, and such amendments or supplements thereto, to the IPO Registration Statement as may be necessary in order to cause the same to become and remain effective as required by Law law or by the Underwriting AgreementUnderwriters, including, but not limited to, filing such amendments to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC Commission or federal, state or foreign securities Lawslaws. Sunoco PC Mall and SunCoke eCOST shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the SunCoke eCOST Common Stock under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements. (ca) Sunoco and SunCoke eCOST shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to Sunoco eCOST and PC Mall and shall comply with its obligations thereunder. (db) Sunoco PC Mall and SunCoke eCOST shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (ec) SunCoke eCOST shall use its commercially reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (fd) SunCoke eCOST shall prepare, file and use commercially reasonable best efforts to seek to make effective, an application for listing of the SunCoke eCOST Common Stock issued in the IPO on the NYSENasdaq National Market, subject to official notice of issuance. (ge) SunCoke eCOST shall participate in the preparation of materials and presentations as Sunoco or the Underwriters shall deem necessary or desirable. (hf) Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco eCOST shall pay all third-third party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided in the Underwriting Agreement.