Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF ATMUS FILTRATION TECHNOLOGIES INC.

Atmus Filtration Technologies Inc. (the “Corporation”), existing pursuant to the General Corporation Law of the State of Delaware, as amended (the “Corporation Law”), hereby certifies as follows:

ARTICLE I

Name and Registered Agent

Section 1.1.      Name. The name of the Corporation is ATMUS FILTRATION TECHNOLOGIES INC.

Section 1.2.      Registered Agent. The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE II

Purposes and Powers

Section 2.1.      Purposes of the Corporation. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Corporation Law.

Section 2.2.      Powers of the Corporation. The Corporation shall have (a) all powers now or hereafter authorized by or vested in corporations pursuant to the provisions of the Corporation Law; (b) all powers now or hereafter vested in corporations by common law or any other statute or act; and (c) all powers authorized by or vested in the Corporation by the provisions of this Certificate of Incorporation or by the provisions of its By-Laws as from time to time in effect.

ARTICLE III

Term of Existence

Section 3.1.      The period during which the Corporation shall continue is perpetual.

ARTICLE IV

Capital Stock

Section 4.1.      Authorized Classes and Number of Shares. The total number of shares of stock which the Corporation has authority to issue shall be 2,100,000,000 shares, consisting of 2,000,000,000 shares of common stock (“Common Stock”) and 100,000,000 shares of preferred stock (“Preferred Stock”). The shares of Common Stock have a par value of $0.0001 per share. The shares of Preferred Stock do not have any par or stated value, except that, solely for the purpose of any statute or regulation imposing any tax or fee based upon the capitalization of the Corporation, the Corporation’s shares of Preferred Stock shall be deemed to have a par value of $0.0001 per share.

Section 4.2.      General Terms of All Shares.

(a)            Fully Paid and Nonassessable Shares. When the Corporation receives the consideration for which the Board of Directors of the Corporation (the “Board”) authorized the issuance of shares, the shares issued therefor shall be fully paid and nonassessable.

(b)            Dividends and Other Distributions. Subject to the rights of the holders of any Preferred Stock, holders of shares of Common Stock shall be entitled to receive such dividends and distributions and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board from time to time out of assets or funds of the Corporation legally available therefor.

Section 4.3.      Common Stock.

(a)            Subordination of Classes. The shares of the Common Stock are and shall be subject to the relative rights, preferences, qualifications, limitations or restrictions of any class or series of any Preferred Stock now or hereafter issued by the Corporation.

(b)            Voting Rights. Each outstanding share of Common Stock shall, when validly issued by the Corporation, entitle the record holder thereof to one vote at all stockholders’ meetings on all matters submitted to a vote of the stockholders of the Corporation. Except as otherwise provided by the Corporation Law or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall have the exclusive right to vote for the election and removal of directors and for all other purposes. Notwithstanding any other provision of this Certificate of Incorporation to the contrary, the holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation or the Corporation Law.

(c)            Other Terms of Common Stock. The shares of Common Stock shall be equal in every other respect insofar as their relationship to the Corporation is concerned, but such equality of rights shall not imply equality of treatment as to redemption or other acquisition of shares by the Corporation. Subject to the rights of the holders of any outstanding shares of Preferred Stock, the holders of shares of Common Stock shall be entitled to share ratably in such dividends or other distributions (other than purchases, redemptions or other acquisitions of shares by the Corporation), if any, as are declared and paid from time to time on shares of the Common Stock at the discretion of the Board. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, after payment shall have been made to the holders of the shares of Preferred Stock of the full amount to which they shall be entitled under this Certificate of Incorporation, the holders of shares of Common Stock shall be entitled, to the exclusion of the holders of the shares of Preferred Stock of any and all series, to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution to its stockholders.

Section 4.4.      Preferred Stock.

(a)            Creation of Series. The shares of the Preferred Stock may be issued in one or more series. The designations, relative rights, preferences, qualifications, limitations and restrictions of the Preferred Stock of each series shall be such as are stated and expressed in this Certificate of Incorporation. Subject to the requirements of the Corporation Law and subject to all other provisions of this Certificate of Incorporation, the Board is hereby authorized to provide by resolution or resolutions from time to time for the issuance, out of the unissued shares of Preferred Stock, of one or more series of Preferred Stock, without stockholder approval by filing a certificate pursuant to the applicable law of the State of Delaware (the “Preferred Stock Designation”), setting forth such resolution and, with respect to each such series, establishing the number of shares to be included in such series, and fixing the voting powers, full or limited, or no voting power of the shares of such series, par or stated value, if any, of such series of Preferred Stock and the designation, preferences and relative, participating, optional or other special rights, if any, of the shares of each such series and any qualification, limitations or restrictions thereof. The powers, designation, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations and restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the determination of the following:

(I)            the designation of the series, which may be by distinguishing number, letter or title;

(II)            the number of shares of the series, which number the Board may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding);

(III)            the amounts or rates at which dividends will be payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative;

(IV)            the dates on which dividends, if any, shall be payable;

(V)            the redemption rights and price or prices, if any, for shares of the series;

(VI)            the terms and amount of any sinking fund, if any, provided for the purchase or redemption of shares of the series;

(VII)            the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(VIII)            whether the shares of the series shall be convertible into or exchangeable for, shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;

(IX)            restrictions on the issuance of shares of the same series or any other class or series;

(X)            the voting rights, if any, of the holders of shares of the series generally or upon specified events; and

(XI)            any other powers, preferences and relative, participating, optional or other special rights of each series of Preferred Stock, and any qualifications, limitations or restrictions of such shares.

all as may be determined from time to time by the Board and stated in the resolution or resolutions providing for the issuance of such Preferred Stock.

Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by the Corporation Law.

ARTICLE V

Board of Directors

Section 5.1.      Election of Directors. Election of directors need not be by written ballot unless the By-Laws shall so require.

Section 5.2.      Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined solely by the resolution of the Board in its sole and absolute discretion.

Section 5.3.      Number. Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of directors of the Corporation shall be fixed from time to time solely by resolution of the majority of the Whole Board. For purposes of this Certificate of Incorporation, the term “Whole Board” will mean the total number of authorized directors, whether or not there exist any vacancies in previously authorized directorships. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

Section 5.4.      Classes of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the Board shall be and is divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one third of the total number of directors constituting the entire Board. The Board is authorized to assign members of the Board already in office to Class I, Class II or Class III at the time such classification becomes effective.

Section 5.5.      Terms of Office. Subject to the rights of holders of any series of Preferred Stock to elect directors, each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that each director initially assigned to Class I shall serve for a term expiring at the Corporation’s first annual meeting of stockholders held after the effectiveness of this Certificate of Incorporation; each director initially assigned to Class II shall serve for a term expiring at the Corporation’s second annual meeting of stockholders held after the effectiveness of this Certificate of Incorporation; and each director initially assigned to Class III shall serve for a term expiring at the Corporation’s third annual meeting of stockholders held after the effectiveness of this Certificate of Incorporation; provided further, that the term of each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, disqualification, resignation or removal.

Section 5.6.      Vacancies. For so long as Cummins (as defined below) Beneficially Owns shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in elections of directors, vacancies occurring on the Board, including those arising from any newly created directorships, may only be filled by (a) an affirmative vote of any stockholders holding shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation, whether such vote is of Cummins as a voting stockholder or Cummins as a voting stockholder together with any other voting stockholders, or (b) a majority of the directors then in office who are employees of Cummins (although less than a quorum). From and after the first date on which Cummins ceases to Beneficially Own shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in elections of directors, (a) vacancies, including those arising from any newly created directorships, occurring in the Board shall be filled in the manner provided in the By-Laws or, if the By-Laws do not provide for the filling of vacancies, in the manner provided by the Corporation Law, and (b) the By-Laws may also provide that in certain circumstances specified therein, vacancies occurring in the Board may be filled by vote of the stockholders at a special meeting called for that purpose or at the next annual meeting of stockholders.

Section 5.7.      Removal of Directors. For so long as Cummins Beneficially Owns shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in elections of directors, any director or the entire Board may be removed from office at any time, with or without cause, by an affirmative vote of any stockholders holding shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation, whether such vote is of Cummins as a voting stockholder or Cummins as a voting stockholder together with any other voting stockholders. From and after the first date on which Cummins ceases to Beneficially Own shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in elections of directors, any director or the entire Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least seventy-five percent (75%) of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote thereon.

Section 5.8.      Election of Directors by Holders of Preferred Stock. The holders of one or more series of Preferred Stock may be entitled to elect all or a specified number of directors, but only to the extent and subject to limitations as set forth in Section 4.4 of this Certificate of Incorporation.

ARTICLE VI

Stockholders

Section 6.1.      Special Meetings of Stockholders. Except as otherwise required by the Corporation Law and subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation shall be called only by: (a) the Board; (b); the Chair of the Board; or (c) for so long as Cummins Beneficially Owns shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in elections of directors, the Secretary of the Corporation, following the receipt of one or more written demands from stockholders of record who own, in the aggregate, at least a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation then entitled to vote on the matter or matters to be brought before the proposed special meeting. From and after the first date on which Cummins ceases to Beneficially Own shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in elections of directors, the ability of the stockholders to call a special meeting of stockholders is hereby specifically denied. At a special meeting of stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).

Section 6.2.      Stockholder Action. Subject to the terms of any series of Preferred Stock, until the first date on which Cummins ceases to Beneficially Own shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in elections of directors, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted. From and after the first date on which Cummins ceases to Beneficially Own shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in elections of directors, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

ARTICLE VII

Certain Relationships and Transactions

Section 7.1.      General. In recognition and anticipation that (a) the Corporation will not be a wholly-owned subsidiary of Cummins and that Cummins will be a controlling stockholder of the Corporation, (b) directors, officers and/or employees of Cummins may serve as directors, officers and/or employees of the Corporation, (c) Cummins may engage in the same, similar or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, (d) Cummins may have an interest in the same areas of corporate opportunity as the Corporation and Affiliated Companies, and (e) as a consequence of the foregoing, it is in the best interests of the Corporation that the respective rights and obligations of the Corporation and of Cummins, and the duties of any directors, officers and/or employees of the Corporation who are also directors, officers and/or employees of Cummins, be determined and delineated in respect of any transactions between, or corporate opportunities that may be suitable for both, the Corporation and Affiliated Companies, on the one hand, and Cummins, on the other hand, the sections of this ARTICLE VII shall to the fullest extent permitted by the Corporation Law regulate and define the conduct of certain of the business and affairs of the Corporation in relation to Cummins and the conduct of certain affairs of the Corporation as they may involve Cummins and its directors, officers and/or employees, and the power, rights, duties and liabilities of the Corporation and its director, officers, employees and stockholders in connection therewith.

For purposes of this ARTICLE VII, “corporate opportunities” shall include, but not be limited to, business opportunities which the Corporation or Affiliated Companies are financially able to undertake, which are, from their nature, in the line of the Corporation’s or Affiliated Companies’ business, are of practical advantage to it and are ones in which the Corporation or Affiliated Companies would have an interest or a reasonable expectancy, and in which, by embracing the opportunities or allowing such opportunities to be embraced by Cummins, the self-interest of Cummins or its directors, officers and/or employees will be brought into conflict with that of the Corporation or Affiliated Companies.

Nothing in this ARTICLE VII creates or is intended to create any fiduciary duty on the part of Cummins, the Corporation, any Affiliated Company, or any stockholder, director, officer or employee of any of them that does not otherwise exist under the Corporation Law and nothing in this ARTICLE VII expands any such duty of any such person that may now or hereafter exist under Delaware law.

Section 7.2.      Certain Agreements and Transactions Permitted. The Corporation may from time to time enter into and perform, and cause or permit any Affiliated Company to enter into and perform, one or more agreements (or modifications or supplements to pre-existing agreements) with Cummins pursuant to which the Corporation or an Affiliated Company, on the one hand, and Cummins, on the other hand, agree to engage in transactions of any kind or nature with each other and/or agree to compete, or to refrain from competing or to limit or restrict their competition, with each other, including to allocate, and to cause their respective directors, officers and/or employees (including any who are directors, officers and/or employees of both) to allocate corporate opportunities between them or to refer corporate opportunities to each other. No such agreement, or the performance thereof by the Corporation or any Affiliated Company, or Cummins, shall, to the fullest extent permitted by the Corporation Law, be considered contrary to any fiduciary duty that any director, officer or employee of the Corporation or any Affiliated Company who is also a director, officer or employee of Cummins, may owe or be alleged to owe to the Corporation or any such Affiliated Company, or to any stockholder thereof, or any legal duty or obligation Cummins may be alleged to owe on any basis, notwithstanding the provisions of this Certificate of Incorporation stipulating to the contrary. To the fullest extent permitted by the Corporation Law, no director, officer or employee of the Corporation who is also a director, officer or employee of Cummins shall have or be under any fiduciary duty to the Corporation or any Affiliated Company to refer any corporate opportunity to the Corporation or any Affiliated Company or to refrain from acting on behalf of the Corporation or any Affiliated Company or of Cummins in respect of any such agreement or transaction or performing any such agreement in accordance with its terms.

Section 7.3.      Authorized Business Activities. Without limiting the other provisions of this ARTICLE VII, neither Cummins nor any of its directors, officers or employees shall have any duty to communicate information regarding a corporate opportunity to the Corporation or to refrain from (a) engaging in the same or similar activities or lines of business as the Corporation, (b) doing business with any client, customer or vendor of the Corporation or (c) employing or otherwise engaging any director, officer or employee of the Corporation. To the fullest extent permitted by the Corporation Law, no officer, director or employee of the Corporation who is also a director, officer or employee of Cummins shall be deemed to have breached his or her fiduciary duties, if any, to the Corporation solely by reason of Cummins or any such director, officer or employee engaging in any such activity.

Section 7.4.      Corporate Opportunities. Except as otherwise agreed in writing between the Corporation and Cummins, for so long as Cummins (a) Beneficially Owns shares of capital stock representing, in the aggregate, at least ten percent (10%) of the total voting power of the outstanding shares of all classes of capital stock of the Corporation or (b) otherwise has one or more directors, officers or employees serving as a director, officer or employee of the Corporation, in the event that a director, officer or employee of the Corporation who is also a director, officer or employee of Cummins acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Corporation and Cummins, such director, officer or employee shall to the fullest extent permitted by the Corporation Law have fully satisfied and fulfilled his or her fiduciary duty, if any, with respect to such corporate opportunity regardless of whether such opportunity is presented to the Corporation, and the Corporation to the fullest extent permitted by the Corporation Law renounces any interest or expectancy in such corporate opportunity and waives any claim that such corporate opportunity should have been presented to the Corporation or any Affiliated Company. The foregoing policy, and the action of any director, officer or employee of Cummins, the Corporation or any Affiliated Company taken in accordance with, or in reliance upon, the foregoing policy or in entering into or performing any agreement, transaction or arrangement is deemed and presumed to be fair to the Corporation.

Except as otherwise agreed in writing between the Corporation and Cummins, if a director, officer or employee of the Corporation, who also serves as a director, officer or employee of Cummins, acquires knowledge of a potential corporate opportunity for both the Corporation and Cummins in any manner not addressed by this ARTICLE VII, such director, officer or employee shall have no duty to communicate or present such corporate opportunity to the Corporation and shall to the fullest extent permitted by the Corporation Law not be liable to the Corporation or its stockholders for breach of fiduciary duty as a director, officer or employee of the Corporation by reason of the fact that Cummins or such director, officer or employee pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or does not present such corporate opportunity to the Corporation, and the Corporation to the fullest extent permitted by the Corporation Law renounces any interest or expectancy in such corporate opportunity and waives any claim that such corporate opportunity should have been presented to the Corporation.

Section 7.5.      Delineation of Indirect Interests. To the fullest extent permitted by the Corporation Law, no director, officer or employee of the Corporation or any Affiliated Company shall be deemed to have an indirect interest in any matter, transaction or corporate opportunity that may be received or exploited by, or allocated to, Cummins, merely by virtue of being a director, officer or employee of Cummins, unless (a) such director, officer or employee’s role with Cummins involves direct responsibility for such matter, (b) in his or her role with Cummins, such director, officer or employee exercises supervision over such matter, or (c) the compensation of such director, officer or employee is materially affected by such matter. Such director, officer or employee’s compensation shall not be deemed to be materially affected by such matter if it is only affected by virtue of its effect on the value of Cummins’ capital stock generally or on Cummins’s results or performance on an enterprise-wide basis.

Section 7.6.      Special Approval Procedures. If, notwithstanding the provisions of this ARTICLE VII, it is deemed desirable by Cummins, the Corporation or an Affiliated Company or any other party that the Corporation take action with specific regard to a particular transaction, corporate opportunity or a type or series of transactions or corporate opportunities to ensure, out of an abundance of caution, that such transaction or transactions or corporate opportunities are not voidable, or that such a corporate opportunity or opportunities are effectively disclaimed, the Corporation may employ any of the following procedures: (a) the material facts of the transaction or corporate opportunity and the director’s, officer’s or employee’s interest therein are disclosed or known to the Board or a duly appointed committee of the Board and the Board or such committee authorizes, approves, or ratifies the transaction or corporate opportunity by the affirmative vote or consent of a majority of the directors (or committee members) who have no direct or indirect interest in the transaction or corporate opportunity and, in any event, of at least two directors (or committee members); or (b) the material facts of the transaction or corporate opportunity and the director’s interest therein are disclosed or known to the stockholders entitled to vote and they authorize, approve or ratify such transaction.

The interested director or directors may be counted in determining the presence of a quorum at such meeting. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any actions taken under clause (a) above.

One or more matters, transactions or corporate opportunities approved pursuant to any of the foregoing procedures are not void or voidable and shall not give rise to any equitable relief or damages or other sanctions against any director, officer, employee or stockholder (including Cummins) of the Corporation on the ground that the matter, transaction or corporate opportunity should have first been offered to the Corporation. Nothing in this ARTICLE VII requires any matter to be considered by the Board or the stockholders of the Corporation and, in all cases, directors, officers and employees of the Corporation are authorized to refrain from bringing a matter otherwise addressed in this ARTICLE VII before the Board or the stockholders for consideration unless such matter is required to be considered by the Board or stockholders, as applicable, under the Corporation Law. This ARTICLE VII shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common, equitable or statutory law applicable thereto.

ARTICLE VIII

By-Laws of the Corporation

Section 8.1.      By-Laws. For so long as Cummins Beneficially Owns shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in elections of directors, the By-Laws of the Corporation may be amended or repealed by a majority of the entire number of directors, without any action on the part of the stockholders. From and after the first date on which Cummins ceases to Beneficially Own shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in elections of directors, (a) the By-Laws of the Corporation may be amended or repealed by the Board by the affirmative vote of a majority of the entire number of directors without any action on the part of the stockholders, and (b) the stockholders shall also have power to adopt, amend or repeal the By-Laws of the Corporation, with the affirmative vote of stockholders possessing at least seventy-five percent (75%) of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote thereon.

ARTICLE IX

Other Provisions

Section 9.1.      Severability. If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by the Corporation Law.

Section 9.2.      Amendment or Repeal. The Corporation reserves the right to amend, alter, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the Corporation Law, and all rights conferred herein are granted subject to this reservation. Notwithstanding any other provisions of this Certificate of Incorporation (and notwithstanding the fact that a lesser affirmative vote may be specified by law), beginning on the first date on which Cummins ceases to Beneficially Own a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote thereon, the affirmative vote of stockholders possessing at least seventy-five percent (75%) of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote thereon, considered for this purpose as one class, shall be required to amend, alter, change or repeal, or adopt any provision inconsistent with, ARTICLE V, ARTICLE VI, ARTICLE VIII and this Section 9.2.

Section 9.3.      Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by the Corporation Law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation; (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders; (c) any action arising pursuant to any provision of the Corporation Law or this Certificate of Incorporation or the By-Laws (as either may be amended from time to time); or (d) any action asserting a claim governed by the internal affairs doctrine. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 9.3.

Section 9.4.      Personal Jurisdiction. If any action the subject matter of which is within the scope of Section 7.3 is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (a) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 7.3 (an “FSC Enforcement Action”) and (b) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Section 9.5.      Captions. The captions of the Articles and Sections of this Certificate of Incorporation have been inserted for convenience of reference only and do not in any way define, limit, construe or describe the scope or intent of any Article or Section hereof.

Section 9.6.      Nonliability of Stockholders. Stockholders of the Corporation are not personally liable for the acts or debts of the Corporation, nor is private property of stockholders subject to the payment of corporate debts.

Section 9.7.      Certain Definitions. As used in this Certificate of Incorporation,

(a)            “Cummins” shall mean Cummins Inc., an Indiana corporation, any and all successors to Cummins by way of merger, consolidation or sale of all or substantially all of its assets, and any and all corporations, partnerships, joint ventures, limited liability companies, associations and other entities (I) in which Cummins owns, directly or indirectly, more than fifty percent (50%) of the outstanding voting stock, voting power, partnership interests or similar ownership interests, (II) of which Cummins otherwise directly or indirectly controls or directs the policies or operations or (III) that would be considered subsidiaries of Cummins within the meaning of Regulation S-K or Regulation S-X of the general rules and regulations under the Securities Act of 1933, as amended, now or hereafter existing; provided, however, that the term “Cummins” shall not include the Corporation or any entities (X) in which the Corporation owns, directly or indirectly, more than fifty percent (50%) of the outstanding voting stock, voting power, partnership interests or similar ownership interests, (Y) of which the Corporation otherwise directly or indirectly controls or directs the policies or operations or (Z) that would be considered subsidiaries of the Corporation within the meaning of Regulation S-K or Regulation S-X of the general rules and regulations under the Securities Act of 1933, as amended, now or hereafter existing (such entities under (X), (Y) and/or (Z), “Affiliated Companies”); and

(b)            the term “Beneficially Own” shall have the meaning set forth in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

ARTICLE X

Limitation of Liability; Indemnification

Section 10.1.      Limitation of Liability. To the fullest extent permitted by the Corporation Law as it presently exists or may hereafter be amended, a director or officer of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, provided that this provision shall not eliminate or limit the liability of an officer (a) in any action by or in the right of the Corporation, (b) for any breach of their duty of loyalty to the Corporation or its stockholders, (c) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law or (d) for any transaction from which they have derived an improper personal benefit. No amendment to, modification of, or repeal of this Section 10.1 shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment. All references in this Section 10.1 to an officer shall mean only a person who is defined as such pursuant to Section 102(b)(7) of the Corporation Law.

Section 10.2.      Indemnification. The Corporation shall indemnify to the fullest extent permitted by the Corporation Law as it presently exists or may hereafter be amended any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative, or investigative, by reason of the fact that he, his testator, or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation. Any amendment, repeal, or modification of this Section 10.2 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

[Signature page to follow.]

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer this 5th day of February 2023.

[Signature Page to the Amended and Restated Certificate of Incorporation]

Exhibit 3.2

BY-LAWS OF ATMUS FILTRATION TECHNOLOGIES, INC.

ARTICLE I

OFFICES

Section 1.1.         Registered Office. The address of the registered office of Atmus Filtration Technologies, Inc. (the “Corporation”) in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company. The Corporation may also have other offices, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1.         Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware, or by means of remote communication, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of meeting.

Section 2.2.         Annual Meetings. Annual meetings of the stockholders of the Corporation shall be held each year on such date, at such hour and at such place within or without the State of Delaware as shall be designated by the Board of Directors. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, any or all stockholders and proxy holders may participate in an annual stockholders meeting by, or through the use of, any means of communication by which all stockholders participating may simultaneously hear each other during the meeting in accordance with Section 211(a) of the General Corporation Law of the State of Delaware (the “DGCL”). Any stockholder or proxy holder participating in a meeting by such means remote of communication is deemed to be present in person at the meeting.

Section 2.3.         Special Meetings.

(a)         Unless otherwise required by the DGCL or by the certificate of incorporation of the Corporation, as amended and restated from time to time (the “Certificate of Incorporation”), and subject to the rights of the holders of preferred stock, a special meeting of stockholders, for any purpose or purposes, may be called by the Secretary upon a written request delivered to the Secretary by (a) the Board of Directors pursuant to a resolution adopted by a majority of the entire Board or (b) the Chair of the Board. The ability of the stockholders to call a special meeting of stockholders is hereby specifically denied; provided, however, until such time as Cummins (as defined below) ceases to Beneficially Own (as defined below) shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in elections of directors, a special meeting of the stockholders of the Corporation shall be called by the Secretary of the Corporation (the “Secretary”) upon written request (a “Special Meeting Request”) to the Secretary from stockholders of record who own, in the aggregate, at least a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation then entitled to vote on the matter or matters to be brought before the proposed special meeting.

As used herein, (a) “Cummins” shall mean Cummins Inc., an Indiana corporation, any and all successors to Cummins by way of merger, consolidation or sale of all or substantially all of its assets, and any and all corporations, partnerships, joint ventures, limited liability companies, associations and other entities (i) in which Cummins Inc. owns, directly or indirectly, more than fifty percent (50%) of the outstanding voting stock, voting power, partnership interests or similar ownership interests, (ii) of which Cummins otherwise directly or indirectly controls or directs the policies or operations or (iii) that would be considered subsidiaries of Cummins within the meaning of Regulation S-K or Regulation S-X of the general rules and regulations under the Securities Act of 1933, as amended, now or hereafter existing; provided, however, that the term “Cummins” shall not include the Corporation or any entities (x) in which the Corporation owns, directly or indirectly, more than fifty percent (50%) of the outstanding voting stock, voting power, partnership interests or similar ownership interests, (y) of which the Corporation otherwise directly or indirectly controls or directs the policies or operations or (z) that would be considered subsidiaries of the Corporation within the meaning of Regulation S-K or Regulation S-X of the general rules and regulations under the Securities Act of 1933, as amended, now or hereafter existing and (b) the term “Beneficially Own” shall have the meaning set forth in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

(b)        A Special Meeting Request to the Secretary shall be delivered to him or her at the Corporation’s principal executive offices and signed by each stockholder, or a duly authorized agent of such stockholder, requesting the special meeting and shall set forth:

(c)        At a special meeting of stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto). The Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board of Directors. Business transacted at all special meetings shall be limited to the matters specifically stated in the Corporation’s notice of special meeting (or any supplement thereto). Nothing herein shall prohibit the Board of Directors from submitting additional matters to stockholders at any such special meeting. Special meetings shall be held within or without the State of Delaware, as the Board of Directors shall designate.

Section 2.4.         Proper Business. To be properly brought before an annual meeting, business must be specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the Board of Directors, otherwise properly brought before the meeting by or at the direction of the Board of Directors, or otherwise properly brought before the meeting by a stockholder who is a stockholder of record of the Corporation at the time such notice of meeting is delivered, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.4.

(a)        The exclusive means for stockholders to make nominations for the election of Directors are set forth in Section 3.12 of these By-Laws.

(b)        For business (other than nominations for the election of Directors) to be properly brought before an annual meeting by a stockholder, the stockholder must have given written notification thereof, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not later than 5:00 p.m. Eastern Time on the ninetieth (90th) day nor earlier than 5:00 p.m. Eastern Time on the one-hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting (provided that if the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than 5:00 p.m. Eastern Time on the one-hundred twentieth (120th) day prior to such annual meeting and not later than 5:00 p.m. Eastern Time on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day of the first Public Disclosure of the date of such meeting is made by the Corporation). For purposes of timely notice at the 2023 annual meeting of stockholders of the Corporation, notice pursuant to this Section 2.4 must be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the date of the first Public Disclosure of the date of such meeting.

(c)        Any notification by a stockholder under Section 2.4(b) of these By-Laws shall set forth as to each matter the stockholder proposes to bring before the meeting (i) a brief description of the business described to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and of any beneficial owner or owners, if any, on whose behalf the business is being proposed; (iii) a representation that the stockholder is a holder of record of shares of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such business; (iv) the class and number of shares of stock of the Corporation that are owned beneficially and of record by such stockholder or beneficial owner or owners and a representation that such stockholder will notify the Corporation in writing of the class and number of such shares owned of record and beneficially as of the record date for the meeting within five (5) business days following the later of the record date or the date of the first Public Disclosure of the record date; (v) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder or beneficial owner and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation; (vi) any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or beneficial owner has a right to vote any shares of any security of the Corporation; (vii) any short interest in any security of the Corporation (for purposes of this Section 2.4(c)(vii), a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security); (viii) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder or beneficial owner that are separated or separable from the underlying shares of the Corporation; (ix) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; (x) any performance-related fees (other than an asset-based fee) that such stockholder or beneficial owner is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s or beneficial owner’s immediate family sharing the same household (which information shall be supplemented by such stockholder or beneficial owner not later than five (5) business days after the later of the record date or the date the record date is disclosed to disclose such ownership as of the record date); (xi) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; (xii) any material interest of the stockholder in such business; (xiii) a representation whether the proposing stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the outstanding shares of the Corporation’s stock required to approve the proposal and/or otherwise to solicit proxies from stockholders in support of the proposal; and (xiv) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and a representation that such stockholder will notify the Corporation in writing of any such agreements, arrangements or understandings in effect as of the record date within five (5) business days following the later of the record date or the first Public Disclosure of the record date. For purposes of these By-Laws, the information required by items (iv) through (xi) of the preceding sentence shall be referred to as the “Required Disclosures.”

(d)        To be properly brought before a special meeting of stockholders called pursuant to Section 2.3, business must be specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the Board of Directors or must otherwise be properly brought before the meeting by or at the direction of the Board of Directors.

(e)         Notwithstanding the foregoing provisions of this Section 2.4 or Section 3.12 of these By-Laws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.4 and Section 3.12 of these By-Laws; provided, however, that any references in these By-Laws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit the requirements applicable to proposals as to any other business to be considered pursuant to this Section 2.4 or any nominations to be considered pursuant to Section 3.12 of these By-Laws. Nothing in this Section 2.4 or in Section 3.12 of these By-Laws shall be deemed to limit the Corporation’s obligation to include stockholder proposals in its proxy statement if such inclusion is required by Rule 14a-8 under the Exchange Act.

(f)         No business shall be conducted at a meeting of stockholders except in accordance with this Section 2.4 and the chair of any meeting of stockholders may refuse to permit any business to be brought before a meeting without compliance with the foregoing procedures.

Section 2.5.         Notices.

(a)        A written notice (as the term “written” is defined in Section 8.7 of these By-Laws) stating (i) the date, time and place of any meeting of the stockholders; (ii) the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting; (iii) the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting); and (iv) in the case of a special meeting, the purpose or purposes for which such meeting is called, shall be delivered or mailed by the Secretary of the Corporation, to each stockholder of record of the Corporation entitled to notice of or to vote at such meeting no fewer than ten (10) nor more than sixty (60) days before the date of the meeting. Notice of stockholders meetings, if mailed, shall be mailed, postage prepaid, to each stockholder at the stockholder’s address shown in the Corporation’s current record of stockholders; provided that this requirement shall be satisfied with respect to stockholders of record who share an address, and notice shall be deemed to have been given to all such stockholders, if notice is given in accordance with the “householding” rules set forth in Rule 14a-3(e) under the Exchange Act. If mailed, notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his, her or its address as it appears in the books of the Corporation, with postage thereon prepaid. If sent by electronic transmission, notice shall be deemed to be delivered when sent.

(b)        Except as provided by the DGCL or the Corporation’s Certificate of Incorporation, notice of a meeting of stockholders is required to be given only to stockholders entitled to vote at the meeting; provided, however, notice of a meeting of stockholders shall be given to stockholders not entitled to vote if a purpose for the meeting is to vote on any amendment to the Corporation’s Certificate of Incorporation, a merger or share exchange to which the Corporation would be a party, a sale of the Corporation’s assets, or dissolution of the Corporation.

(c)        A stockholder or the stockholder’s proxy may at any time waive notice of a meeting if the waiver is in writing and is delivered to the Corporation for inclusion in the minutes or filing with the Corporation’s records. A stockholder’s attendance at a meeting, whether in person or by proxy, (i) waives objection to lack of notice or defective notice of the meeting, unless the stockholder or the stockholder’s proxy at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder or the stockholder’s proxy objects to considering the matter when it is presented. Each stockholder who has in the matter above provided waived notice or objection to notice of a stockholders meeting shall be conclusively presumed to have been given due notice of such meeting, including the purpose or purposes thereof.

(d)        If an annual or special stockholders meeting is adjourned to a different date, time or place, notice need not be given of the adjourned meeting if the new date, time or place thereof and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. If, after the adjournment, a new record date is fixed for stockholders entitled to vote at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.

Section 2.6.         Voting. Except as otherwise required by the DGCL or provided by the Corporation’s Certificate of Incorporation, each share of the capital stock of any class of the Corporation that is outstanding at the record date established for any annual or special meeting of stockholder and is outstanding at the time of and represented in person or by proxy at the annual or special meeting, shall entitle the record holder thereof, or the record holder’s proxy, to one (1) vote on each matter voted on at the meeting.

Section 2.7.         Quorum. Unless the Corporation’s Certificate of Incorporation or the DGCL provides otherwise, at all meetings of stockholders a majority of the votes entitled to be cast on a matter, represented in person or by proxy, constitutes a quorum for action on the matter. Action may be taken at a stockholders meeting only on matters with respect to which a quorum exists; provided, however, that any meeting of stockholders, including annual and special meetings and any adjournments thereof, may be adjourned to a later date although less than a quorum is present. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

Section 2.8.         Vote Required to Take Action; Plurality Voting in Director Elections.

(a)         If a quorum exists as to a matter to be considered at a meeting of stockholders, action on such matter (other than the election of Directors) is approved if the votes properly cast favoring the action exceed the votes properly cast opposing the action, except as the Corporation’s Certificate of Incorporation or the DGCL require a greater number of affirmative votes.

(b)        Unless otherwise required by the Corporation’s Certificate of Incorporation, the Directors to be elected at any meeting for the election of Directors shall be chosen by a plurality of the votes cast by the holders of shares entitled to vote in the election at the meeting, provided that quorum is present. For purposes of the preceding sentence, a “plurality of the votes cast” shall mean that the individuals with the highest number of votes cast by the holders of shares entitled to vote in the election at the meeting are elected as Directors up to the maximum number of directors to be elected. Unless otherwise required by the Corporation’s Certificate of Incorporation, the election of directors shall be by written ballot. If authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

Section 2.9.         Record Date.

(a)        Only such persons shall be entitled to notice of or to vote, in person or by proxy, at any stockholders meeting as shall appear as stockholders upon the books of the Corporation as of such record date as the Board of Directors shall determine, which date may not be more than sixty (60) nor less than ten (10) days before the date of such meeting. In the absence of such determination, the record date shall be the day next preceding the date on which notice is given, or, if notice is waived, on the date next preceding the day on which the meeting is held. Unless otherwise provided by the Board of Directors, stockholders shall be determined as of the close of business on the record date. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to notice of or to vote at the adjourned meeting.

(b)        In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 2.10.       Proxies; Acceptance of Instruments Showing Stockholder Action.

(a)        A stockholder’s shares may be voted either in person or by proxy. A stockholder may appoint a proxy to vote or otherwise act for the stockholder (including authorizing the proxy to receive, or to waive, notice of any stockholders meetings within the effective period of such proxy) by signing an appointment form, either personally or by the stockholder’s attorney-in-fact or by transmitting or authorizing the transmission of an electronic submission to the person who will be the holder of the proxy, a proxy solicitation firm or a proxy support service organization or similar agency authorized by the person who will be the holder of the proxy to receive the electronic submission; provided that such electronic submission either contains or is accompanied by information from which it can be determined that the electronic submission was transmitted or authorized by the stockholder. No such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A copy, facsimile telecommunication or other reliable reproduction of a writing or electronic submission authorized by this Section 2.10 may be used instead of the original writing or electronic submission for any and all purposes for which the original writing or electronic submission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete copy of the entire original writing or electronic submission. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. The proxy’s authority may be limited to a particular meeting or may be general and authorize the proxy to represent the stockholder at any meeting of stockholders held within the time provided in the appointment form. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. The presence of a stockholder who has filed a proxy at a meeting shall not of itself constitute a revocation of such proxy.

Section 2.11.       Organization. At every meeting of the stockholders, the Chair of the Board, or, in the Chair’s absence, a person designated by the Chair, or, in the absence of such designation, a person chosen by the Board of Directors, shall act as a chair. The Secretary of the Corporation or, in his or her absence or inability to act, the person whom the chair of the meeting shall appoint a secretary of the meeting, shall act as secretary of such meeting and keep the minutes thereof.

Section 2.12.       Voting Lists. At least ten (10) days before each meeting of stockholders, the officer or agent having charge of the stock transfer books shall make a complete list of the stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order, with the address and number of shares so entitled to vote held by each, which list shall be on file at the principal office of the Corporation and subject to inspection by any stockholder entitled to vote at the meeting. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days before the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list was provided with the notice of the meeting or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept open at the time and place of the meeting and subject to the inspection of any stockholder during the holding of such meeting. Unless otherwise required by the DGCL, the Corporation need not include electronic mail addresses or other electronic contact information on such list. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting as provided by the DGCL. Except as provided by the DGCL, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

Section 2.13.       Inspectors of Election. In advance of any meeting of the stockholders, the Board of Directors shall appoint one or more inspectors of election to serve at meetings of stockholders and make written reports thereof. The Board of Directors may designate one or more persons as alternate Inspectors to replace any Inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of Inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors may appoint or retain other persons or entities to assist the inspector or inspectors in the performance of their duties. When executing the duties of inspector, the inspector or inspectors shall (a) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share; (b) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots; (c) count all votes and ballots; (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector or inspectors; and (e) certify its or their determination of the number of shares represented at the meeting and such inspector’s or inspectors’ count of all votes and ballots. Such certification shall specify such other information as may be required by the DGCL. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspector or inspectors may consider such information as is permitted by the DGCL and any rules and/or procedures prescribed by the Board of Directors. No person who is a candidate for an office at an election may serve as an inspector at such election.

Section 2.14.       Conduct of Meeting. At any meeting of stockholders of the Corporation, the Chair of the Board (or, in the absence of the Chair of the Board, such person designated by the Chair or the Board of Directors as chair pursuant to Section 2.11 of these By-Laws) shall prescribe the order of business to be conducted at the meeting and establish procedures incident thereto. The Board of Directors of the Corporation may adopt by resolution such rules or regulations for the conduct of meetings of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the Chair of the Board or designated chair of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of the Chair of the Board or such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the Chair of the Board or the chair of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting, to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chair shall permit; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) the format for the submission of, and limitations on the time allotted to, questions or comments by participants. Unless, and to the extent determined by the Board of Directors, the Chair of the Board or the designated chair of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

Section 2.15.       Consent of Stockholders in Lieu of a Meeting. Except as otherwise expressly provided by the terms of any series of preferred stock permitting the holders of such series of preferred stock to act by written consent, until such time as Cummins ceases to Beneficially Own shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in in elections of directors, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted. From and after such time as Cummins ceases to Beneficially Own shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in elections of directors, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by any consent in writing or otherwise by such stockholders.

ARTICLE III

DIRECTORS

Section 3.1.         Number, Qualification and Terms.

(a)        The business and affairs of the Corporation shall be managed under the direction of a Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these By-Laws or the DGCL, as it may deem proper for the conduct of its meetings and the management of the Corporation.

(b)        The number of Directors shall be fixed by resolution of the Board of Directors from time to time. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. The term of the initial Class I directors shall terminate on the date of the first annual meeting of stockholders held after the effectiveness of these By-Laws; the term of the initial Class II directors shall terminate on the date of the second annual meeting of stockholders held after the effectiveness of these By-Laws; and the term of the initial Class III directors shall terminate on the date of the third annual meeting of stockholders held after the effectiveness of these By-Laws or, in each case, upon such director’s earlier death, resignation or removal. At each succeeding annual meeting of stockholders beginning with the annual meeting of stockholders to be held in 2023, successors to the class of directors whose term expires at that annual meeting shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election and until his or her respective successor has been duly elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class or from the removal from office, death, disability, resignation or disqualification of a director or other cause shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors have the effect of removing or shortening the term of any incumbent director.

(c)        It shall be the policy of the Corporation that no person seventy-four (74) years of age or more shall be elected to the Board of Directors. Any Director who attains the age of seventy-four (74) years during the Director’s term of office shall be eligible to remain a Director for the duration of the term for which the Director was elected but shall not be eligible for re-election.

(d)        The Directors and each of them shall have no authority to bind the Corporation except when acting as a Board.

Section 3.2.        Vacancies. Unless otherwise provided in the Corporation’s Certificate of Incorporation, any vacancy occurring in the Board of Directors, from whatever cause arising, including an increase in the number of Directors, shall be filled by selection of a successor by a majority vote of the remaining members of the Board of Directors (although less than a quorum) until the earlier of the expiration of the term of office of the director whom he or she has replaced and a successor is duly elected and qualified or such director’s death, resignation or removal.

Section 3.3.         Quorum and Vote Required to Take Action. Unless otherwise provided in the Corporation’s Certificate of Incorporation, a majority of the whole Board of Directors shall be necessary to constitute a quorum for the transaction of any business, except the filling of vacancies; provided that less than three Directors shall not constitute a quorum. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present shall be the act of the Board of Directors, unless the act of a greater number is required by the DGCL, the Corporation’s Certificate of Incorporation or these By-Laws. A Director who is present at a meeting of the Board of Directors or a committee thereof of which he or she is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless any of the following occurs: (a) the Director objects at the beginning of the meeting (or promptly upon the Director’s arrival) to holding it or transacting business at the meeting; (b) the Director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the Director delivers written notice of the Director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the Secretary of the Corporation immediately after adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.

 Section 3.4.        Regular Meetings. The Board of Directors shall meet regularly, without notice, at such times and places as may be specified from time to time by the Board of Directors or the Chair of the Board (but no fewer than one time annually) for the purpose of transacting such business as properly may come before the meeting.

 Section 3.5.        Special Meetings. Special meetings of the Board of Directors may be called by the Chair of the Board or a majority of the Directors upon not less than twenty-four (24) hours’ notice given to each Director of the date, time and place of the meeting, which notice need not specify the purpose or purposes of the special meeting. Such notice may be communicated in person (either in writing or orally), by telephone, by email or other means of electronic transmission or by mail, and shall be effective at the earlier of the time of its receipt or, if mailed, five (5) days after its mailing. Notice of any meeting of the Board may be waived at any time if the waiver is in writing signed by, or by electronic transmission by, the director entitled to the notice and is filed with the minutes or corporate records. Such waiver, whether before or after such notice is required, shall be deemed equivalent to notice. A Director’s attendance at or participation in a meeting waives any required notice to the Director of the meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board of Directors or committee meeting need be specified in any waiver of notice.

Section 3.6.       Written Consents. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or committee thereof may be taken without a meeting if the action is taken by all members of the Board or such committee. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each Director, and delivered in any manner permitted by Section 116 of the DGCL. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board of Directors or committee in accordance with the DGCL. A consent signed under this Section 3.6 shall have the same effect as a unanimous meeting vote of all members of the Board of Directors or committee thereof and may be described as such in any document.

Section 3.7.       Participation by Conference Telephone. The Board of Directors or committee thereof may permit any or all Directors to participate in a regular or special meeting by, or through the use of, any means of communication, such as conference telephone or video conference, by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by such means shall be deemed to be present in person at the meeting.

Section 3.8.       Organization. At every meeting of the Board of Directors, the Chair of the Board, or in the Chair’s absence, a person designated by the Chair, shall act as chair. The Secretary of the Corporation shall act as secretary of such meeting or, in the Secretary’s absence, the Chair shall appoint a secretary.

Section 3.9.       Resignation. A Director may resign at any time by notice in writing or by electronic transmission to the Chair of the Board, the Secretary of the Corporation, the Board of Directors, or such other officer as the Board of Directors may designate, and such resignation shall become effective upon such delivery unless the notice specifies a later effective date.

Section 3.10.       Removal of Directors. Unless otherwise provided in the Corporation’s Certificate of Incorporation, any director or the entire Board may be removed from office at any time, but only for cause and only by the affirmative vote of the stockholders possessing at least seventy-five percent (75%) of the total voting power of the stock of the Corporation entitled to vote thereon.

Section 3.11.       Compensation. Any Director who is also an officer of the Corporation shall receive no separate compensation for serving as Director. Each Director who is not an officer of the Corporation shall be paid such compensation or other remuneration as shall be fixed from time to time by resolution of the Board of Directors. Each Director shall be reimbursed by the Corporation for travel and other reasonable out-of-pocket expenses incurred in attending such meetings, as well as meetings of the Corporation’s stockholders and committees of the Board of Directors and other Corporation functions and events.

Section 3.12.       Nominations. Nominations for the election of Directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of Directors who complies fully with the requirements of these By-Laws.

(a)        Any stockholder entitled to vote for the election of Directors at a meeting may nominate a person or persons for election as Directors only if written notice of such stockholder’s intent to make such nominations is given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not later than the one-hundred fiftieth (150th) day prior to the first (1st) anniversary of the preceding year’s annual meeting (provided, however, that if the date of the annual meeting is earlier than such anniversary date, such written notice may be so given and received not later than the close of business on the tenth (10th) day following the date of the first Public Disclosure of the date of such meeting. For purposes of timely notice at the 2023 annual meeting of stockholders of the Corporation, notice pursuant to this Section 3.12 must be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the date of Public Disclosure of the date of such meeting.

(b)        Each notice under Section 3.12(a) of these By-Laws shall be signed manually or by facsimile by the stockholder of record and shall set forth (i) the name and address, as they appear on the Corporation’s books, of the stockholder who intends to make the nomination and of any beneficial owner or owners on whose behalf the nomination is made; (ii) a representation that the stockholder is a holder of record of shares of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the Required Disclosures; (iv) the name, age, business address and residential address of each nominee proposed in such notice; (v) the principal occupation or employment of each such nominee; (vi) the number of shares of capital stock of the Corporation that are owned of record or beneficially by each such nominee; (vii) with respect to each nominee for election or reelection to the Board of Directors, include a completed and signed questionnaire, representation and agreement required by Section 3.12 of these By-Laws; (viii) such other information regarding each nominee proposed by such stockholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board of Directors; (ix) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, including all arrangements or understandings pursuant to which the nominations are being made, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or any other person or persons (naming such person or persons), on the other hand; and (x) the written consent of each nominee to serve as a Director of the Corporation if so elected.

(c)        The chair of any meeting of stockholders to elect Directors and the Board of Directors may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure; only persons who are nominated in accordance with the procedures set forth in this Section 3.12 shall be eligible to serve as Directors.

(d)        This Section 3.12 shall not affect the right of the holders of preferred stock to nominate and elect Directors in the event such right arises.

Section 3.13.       Submission of Questionnaire; Representation and Agreement. To be eligible to be a nominee for election or reelection as a Director, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 3.12 of these By-Laws) to the Secretary of the Corporation at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Director, with such person’s fiduciary duties under the DGCL; (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein; and (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director, and will comply with, the DGCL and all applicable publicly disclosed corporate governance, conflict of interest, corporate opportunities, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

ARTICLE IV

COMMITTEES OF THE BOARD OF DIRECTORS

Section 4.1.        General.

(a)        The Board of Directors may create one (1) or more committees and appoint members of the Board of Directors to serve on them, by resolution of the Board of Directors adopted by a majority of all the Directors in office when the resolution is adopted. Each committee may have one (1) or more members, and all the members of a committee shall serve at the pleasure of the Board of Directors.

(b)        To the extent specified by the Board of Directors in the resolution creating a committee (as such resolution may be amended by the Board of Directors from time to time), and except as otherwise provided in the DGCL, each committee may exercise all of the authority of the Board of Directors.

(c)        Except to the extent inconsistent with the resolutions creating a committee, the provisions of these By-Laws which govern meetings, action without meetings, notice and waiver of notice, quorum and voting requirements and telephone participation in meetings of the Board of Directors, apply to each committee and its members as well.

(d)        A member of a committee of the Board of Directors who is also an officer of the Corporation shall receive no separate compensation for serving as a member of such committee. Each member of a committee of the Board of Directors who is not an officer of the Corporation shall be paid such compensation as shall be fixed from time to time by resolution of the Board of Directors.

(e)        Each committee shall keep regular minutes of its meetings.

ARTICLE V

OFFICERS

 Section 5.1.        Designation and Selection. The Board of Directors shall elect as officers of the Corporation a Chair of the Board and a Chief Executive Officer. The Chief Executive Officer shall appoint a Secretary and such other officers of the Corporation as the Chief Executive Officer deems appropriate, which appointments shall be presented to the Board of Directors for ratification.

 Section 5.2.        Duties and Functions.

(a)        Chair of the Board. The Chair of the Board shall be a member of the Board of Directors and shall, when present, preside at all meetings of the Board of Directors and of the stockholders. The Chair of the Board shall perform such other duties and functions as may be assigned to the Chair of the Board from time to time by the Board of Directors.

(b)        Chief Executive Officer. The Chief Executive Officer may be a member of the Board of Directors and shall perform such other duties and functions as may be assigned from time to time by the Board of Directors.

(c)        Secretary. The Secretary shall keep a record of proceedings at all meetings of the Board of Directors and of the stockholders, shall have custody of the corporate records, shall be responsible for authenticating records of the Corporation, and shall perform such other duties and functions as may be assigned to the Secretary from time to time by the Chair of the Board.

(d)        Other Officers. Each other officer appointed by the Chair of the Board shall have and perform such powers, duties and functions as may be assigned to such officer from time to time by the Board of Directors, the Chair of the Board or the Chief Executive Officer.

Section 5.3.        Removal. The Board of Directors may remove any officer at any time with or without cause by resolution adopted by a majority of the whole Board of Directors. An officer appointed by the Chair of the Board may also be removed at any time, with or without cause, by the Chair of the Board.

Section 5.4.        Resignations. Any corporate officer may resign at any time by delivering written notice thereof to the Board of Directors, the Chair of the Board, the Chief Executive Officer or the Secretary. Such resignation shall take effect at the time delivered unless a later time is specified therein. The acceptance of such resignation shall not be necessary to make it effective.

 Section 5.5.        Compensation. The Board of Directors shall fix the salary and other compensation for the Chief Executive Officer and other officers of the Corporation who are also Directors of the Corporation and may delegate to the Chair of the Board or the Chief Executive Officer authority to fix salaries and other compensation of all remaining officers of the Corporation.

 Section 5.6.        Special Authority. The Chair of the Board, or other officers designated by the Chair, shall have authority to execute guarantees, indentures for monies borrowed by the Corporation, appointments of powers of attorney and proxies to act on behalf of the Corporation, instruments for the devise or conveyance of real estate or creation of mortgages, bank forms required to open, maintain or close bank accounts, and any other written agreements to which the Corporation shall be a party which pertain to the routine operation of the Corporation and are regularly being made in the ordinary course of carrying on such operations.

ARTICLE VI

SHARES

Section 6.1.        Book-Entry or Certificates for Shares. Shares in the Corporation may be issued in book-entry form or evidenced by certificates. If shares are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Board of Directors. The certificates representing shares of stock shall be signed by, or in the name of, the Corporation by any two authorized officers of the Corporation. Any or all such signatures may be facsimiles. In case any officer or employee who shall have signed, or whose facsimile signature or signatures shall have been used on, any certificate shall cease to be an officer or employee of the Corporation before the certificate shall have been issued and delivered by the Corporation, the certificate may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed the certificate or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or employee of the Corporation; and the issuance and delivery by the Corporation of any such certificate shall constitute an adoption thereof. There shall be entered upon the stock books of the Corporation at the time of the issuance or transfer of each share the number of the certificates representing such share (if any), the name of the person owning the shares represented thereby, the class of such share and the date of the issuance or transfer thereof.

 Section 6.2.        Transfer of Shares; Holder of Record.

(a)        Transfer of shares of the Corporation shall be made on the books of the Corporation by the holder of record thereof, or by the stockholder’s attorney thereunto duly authorized in writing and filed with the Secretary of the Corporation or any of its transfer agents, and on surrender of the certificate or certificates (if any) representing such shares.

(b)        The Corporation and its transfer agents and registrars, shall be entitled to treat the holder of record of any share or shares as the holder in fact and absolute owner thereof for all purposes, and accordingly shall not be bound to recognize any legal, equitable or other claim to or interest in such share or shares on the part of any other person whether or not it or they shall have express or other notice thereof, except as otherwise expressly provided by the statutes of the State of Delaware. Stockholders shall notify the Corporation in writing of any changes in their addresses from time to time.

 Section 6.3.        Regulations. Subject to the provisions of this Article VI the Board of Directors may make such rules and regulations as it may deem expedient concerning the issuance, transfer and regulation of certificates for shares or book-entry shares of the Corporation.

 Section 6.4.        Transfer Agents and Registrars. The Board of Directors may appoint one or more transfer agents, one or more registrars, and one or more agents to act in the dual capacity of transfer agent and registrar with respect to the certificates representing shares and the book-entry shares of the Corporation.

Section 6.5.       Lost or Destroyed Certificates. The holders of any shares of the Corporation shall immediately notify the Corporation or one of its transfer agents and registrars of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it alleged to have been lost or destroyed upon such terms and under such regulations as may be adopted by the Board of Directors or the Secretary, and the Board of Directors or Secretary may require the owner of the lost or destroyed certificate or the owner’s legal representatives to give the Corporation a bond in such form and for such amount as the Board of Directors or Secretary may direct, and with such surety or sureties as may be satisfactory to the Board of Directors or the Secretary to indemnify the Corporation and its transfer agents and registrars against any claim that may be made against it or any such transfer agent or registrar on account of the alleged loss or destruction of any such certificate or the issuance of such new certificate. A new certificate for such holder may be issued without requiring any bond when, in the judgment of the Board of Directors or the Secretary, it is proper so to do.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

  Section 7.1.       Mandatory. The Corporation shall, to the fullest extent permitted by the DGCL, (a) indemnify any person who is or was a Director or officer of the Corporation (and the heirs and legal representatives thereof) against expenses (including attorneys’ fees), judgments, fines, and penalties and amounts paid in settlement resulting from any action, suit or proceeding threatened or brought against such person by reason of such person’s serving in such position or serving another enterprise in any capacity at the request of the Corporation and (b) pay for or reimburse the reasonable expenses incurred by such person in advance of the final disposition of the action, suit or proceeding.

  Section 7.2.       Discretionary. Separate and apart from, and in addition to, the mandatory indemnification required under this Article VII, the Corporation may, in its sole discretion, provide for indemnification of any person in accordance with the DGCL.

  Section 7.3.       Other Capacity Service. Any Director or officer of the Corporation serving in any capacity (a) another corporation, of which a majority of the shares entitled to vote in the election of its directors is held, directly or indirectly, by the Corporation, or (b) any employee benefit plan of the Corporation or of another corporation described in Subsection (a) of this Section, shall be deemed to be doing so at the request of the Corporation.

  Section 7.4.       Applicable Law. Any person entitled to be indemnified as a matter of right pursuant to this Article VII may elect to have the right to indemnification interpreted on the basis of the DGCL in effect at the time of the occurrence of the event or events giving rise to the action, suit or proceeding, to the extent permitted by the DGCL, or on the basis of the DGCL in effect at the time indemnification is sought.

  Section 7.5.       Rights. The right to be indemnified pursuant to this Article VII (a) shall be a contract right of each individual entitled to be indemnified hereunder; (b) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof; and (c) shall continue to exist with respect to events occurring prior to any rescission or restrictive modification of this Article VII.

ARTICLE VIII

MISCELLANEOUS

  Section 8.1.       Fiscal Year. The fiscal year of the Corporation shall end on the 31st of December of each year.

  Section 8.2.       Contracts and Other Instruments. Bonds, contracts, deeds, leases and other obligations and instruments of the Corporation may be signed in the name of and on behalf of the Corporation by (a) officers or their designees, and (b) agents of the Corporation as may be specifically authorized by resolution of the Board of Directors.

  Section 8.3.       Conflict with Applicable Law or Certificate of Incorporation. These By-Laws are adopted subject to the DGCL and the Certificate of Incorporation. Whenever these By-Laws may conflict with the DGCL or the Certificate of Incorporation, such conflict shall be resolved in favor of the DGCL or the Certificate of Incorporation.

  Section 8.4.       Books and Records. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be maintained on any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases); provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, the records so kept comply with Section 224 of the DGCL. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to the DGCL.

  Section 8.5.       Amendments. These By-Laws may be amended, altered, changed, adopted and repealed or new bylaws adopted by the Board of Directors or by the stockholders as expressly provided in the Certificate of Incorporation or the DGCL.

  Section 8.6.       Amendments by Implication. Except as otherwise required by the Corporation’s Certificate of Incorporation or by the DGCL, any action taken or authorized by the Board of Directors that would be inconsistent with the By-Laws then in effect, but is taken or authorized by affirmative vote of not less than the number of Directors required to amend the By-Laws so that the By-Laws would be consistent with such action, shall be given the same effect as though the By-Laws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

  Section 8.7.       Electronic Transmission. When used in these By-Laws, the terms “written” and “in writing” shall include any “electronic transmission,” and an electronic transmission shall be deemed equivalent of a written document in accordance with Section 116 of the DGCL.

Exhibit 10.1

Execution Version

SEPARATION AGREEMENT

by and between

CUMMINS INC.

and

ATMUS FILTRATION TECHNOLOGIES INC.,

dated as of May 29, 2023

TABLE OF CONTENTS

SEPARATION AGREEMENT

This SEPARATION AGREEMENT (this “Agreement”), dated as of May 29, 2023, is entered into by and between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation and a wholly owned subsidiary of Cummins (“Filtration”). “Party” or “Parties” means Cummins or Filtration, individually or collectively, as the case may be. Capitalized terms used and not otherwise defined herein shall have the meaning set forth in Section 1.1.

W I T N E S S E T H:

WHEREAS, Cummins, acting through its direct and indirect Subsidiaries, currently conducts the Cummins Retained Business and the Filtration Business;

WHEREAS, the Board of Directors of Cummins (the “Cummins Board”) has determined that it is appropriate, desirable and in the best interests of Cummins and its shareholders to separate Cummins into two separate, publicly traded companies, one for each of (i) the Cummins Retained Business, which shall be owned and conducted, directly or indirectly, by Cummins and its Subsidiaries (other than Filtration and its Subsidiaries), and (ii) the Filtration Business, which shall be owned and conducted, directly or indirectly, by Filtration and its Subsidiaries;

WHEREAS, in order to effect such separation, the Cummins Board has determined that it is appropriate, desirable and in the best interests of Cummins and its shareholders for Cummins to undertake the Internal Reorganization and, in connection therewith, effect the Contribution to Filtration;

WHEREAS, on the Effective Date, Cummins will transfer shares of Filtration Common Stock to certain Persons (the “Debt-for-Equity Exchange Parties”) in exchange for certain debt obligations of Cummins held by the Debt-for-Equity Exchange Parties as principals for their own account (the “Debt-for-Equity Exchange”) and the Debt-for-Equity Exchange Parties will make an offer and sale to the public of shares of Filtration Common Stock transferred in the Debt-for-Equity Exchange, which will take place pursuant to a registration statement on Form S-1 (the “IPO”), immediately following the consummation of which Cummins will continue to own at least 80.5% of the outstanding shares of Filtration Common Stock;

WHEREAS, after the IPO, Cummins may (i) transfer shares of Filtration Common Stock to holders of shares of Cummins Common Stock by means of one or more distributions by Cummins to holders of Cummins Common Stock of shares of Filtration Common Stock, one or more offers to holders of Cummins Common Stock to exchange their Cummins Common Stock for shares of Filtration Common Stock, or any combination thereof (any combination of such transfers, a “Distribution”), (ii) effect a disposition of its Filtration Common Stock pursuant to one or more public offering(s) or private transaction(s), (iii) transfer, exchange or otherwise dispose of shares of Filtration Common Stock in one or more transactions (together with any transactions set forth in the preceding clause (ii), an “Other Disposition”), and/or (iv) continue to hold its interest in shares of Filtration Common Stock;

WHEREAS, (i) the Cummins Board has (x) determined that the transactions contemplated by this Agreement and the Ancillary Agreements have a valid business purpose, are in furtherance of and consistent with its business strategy and are in the best interests of Cummins and its shareholders and (y) approved this Agreement and each of the Ancillary Agreements, and (ii) the Board of Directors of Filtration (the “Filtration Board”) has approved this Agreement and each of the Ancillary Agreements (to the extent Filtration is a party thereto); WHEREAS, the Parties desire to set forth the principal corporate transactions required to effect the Contribution, the Internal Reorganization, the Debt-for-Equity Exchange, the IPO, any Distribution or any Other Disposition (collectively, the “Transactions”), and certain other agreements relating to the relationship of Cummins and Filtration and their respective Subsidiaries following the IPO;

WHEREAS, it is the intention of the Parties that the Contribution and any Distributions, taken together, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 and Section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”); and

WHEREAS, this Agreement is intended to be a “plan of reorganization” within the meaning of Treas. Reg. Section 1.368-2(g).

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I DEFINITIONS AND INTERPRETATION

Section 1.1             General. As used in this Agreement, the following terms shall have the following meanings:

(1)           “AAA” shall have the meaning set forth in Section 8.2.

(2)           “Action” shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal.

(3)           “Affected Member” shall have the meaning Section 10.23(c)(iii).

(4)           “Affiliate” shall mean, when used with respect to a specified Person and at a point in, or with respect to a period of, time, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person at such point in, or during such period of, time. For the purposes of this definition, “control”, when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise. It is expressly agreed that, from and after the Effective Time, solely for purposes of this Agreement, (a) no member of the Filtration Group shall be deemed an Affiliate of any member of the Cummins Group and (b) no member of the Cummins Group shall be deemed an Affiliate of any member of the Filtration Group.

(5)           “After-Acquired Business” shall have the meaning set forth in Section 4.2(b).

(6)           “After-Acquired Restricted Business” shall have the meaning set forth in Section 4.2(b).

(7)           “Aftermarket Supply Agreement” shall mean the Supply Agreement by and between Cummins and Filtration, in the form attached hereto as Exhibit A.

(8)           “Agreement” shall have the meaning set forth in the Preamble.

(9)           “Ancillary Agreements” shall mean the Supply Agreements, the Employee Matters Agreement, the Intellectual Property License Agreement, the Registration Rights Agreement, the Royalty Sharing Agreement, the Tax Matters Agreement, the Telematics Data Sharing Agreement, the Transition Services Agreement, the Transitional Trademark License Agreement, the lease agreements for the real property described in Schedule 1.1(9), any Continuing Arrangements, any and all Conveyancing and Assumption Instruments, and any other written Contract, including any CES Filter Business supply agreement entered into prior to the Disposition Date, to be entered into between or among any members of the Cummins Group, on the one hand, and any members of the Filtration Group, on the other hand, at, prior to or after the Effective Time in connection with the Internal Reorganization, the Contribution, the IPO, any Distribution or any Other Disposition.

(10)         “Annual Financial Statements” shall have the meaning set forth in Section 7.1(e).

(11)         “Applicable Period” shall have the meaning set forth in Section 7.1.

(12)         “Asset Transferors” shall mean the entities Transferring Assets to Filtration or Cummins, as the case may be, or one of their respective Subsidiaries in order to consummate the transactions contemplated by this Agreement.

(13)         “Assets” shall mean all rights (including Intellectual Property), title and ownership interests in and to all properties, claims, Contracts, businesses, securities or other assets (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible or intangible, whether accrued, contingent or otherwise, in each case, whether or not recorded or reflected on the books and records or financial statements of any Person.

(14)         “Assume” shall have the meaning set forth in Section 2.2(c); and the terms “Assumed” and “Assumption” shall have their correlative meanings.

(15)         “Beneficially Own” shall have the meaning set forth in Section 13(d) of the Exchange Act and the rules and regulations thereunder.

(16)         “Business” shall mean the Cummins Retained Business or the Filtration Business, as applicable.

(17)         “Business Day” shall mean any day other than Saturday or Sunday and any other day on which commercial banking institutions located in New York, New York or Indianapolis, Indiana are required, or authorized by Law, to remain closed.

(18)         “Business Entity” shall mean any corporation, partnership, limited liability company, joint venture or other entity which may legally hold title to Assets.

(19)         “Bylaws” shall have the meaning set forth in Section 3.5.

(20)         “Cash Equivalents” shall mean cash, checks, certificates of deposit having a maturity of less than one year, money orders, marketable securities, money market funds, commercial paper, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Entity, minus the amount of any outbound checks, plus the amount of any deposits in transit; provided, however, that Cash Equivalents shall not include Intercompany Amounts.

(21)         “CES Filter Business” shall mean the business consisting of the development, design, manufacture, sale or marketing of any urea filter assemblies, urea kits and components for such assemblies or kits as part of the Cummins emissions solutions segment of the Cummins components business, whether for first fit or the aftermarket, including (a) any urea filter housings, urea filters, urea filter cartridges, urea filter modules or urea filter interfaces, (b) any diesel particulate filters and (c) any filter sealing surfaces, filter housing threads or filter attachments required to support Cummins emissions solutions products.

(22)         “Change of Control” shall mean, with respect to either Party, the occurrence through one or more related transactions of one or more of the following events, other than as a result of a Distribution, (a) any Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act or any successor provisions thereto (other than Cummins or another member of the Cummins Group) (x) Beneficially Owns, directly or indirectly, any securities of such Party or of any of its Group members representing more than fifty percent (50%) of the combined voting power of such Party or its ultimate parent entity then outstanding voting securities or (y) has or acquires control of such Party’s board of directors or equivalent governing body of such Party’s ultimate parent entity, (b) a merger, consolidation, reorganization or similar business combination pursuant to which (x) the board of directors or equivalent governing body of such Party or such Party’s ultimate parent entity immediately prior to the transaction or transactions does not constitute at least a majority of the board of directors or equivalent governing body of the entity surviving the transaction or transactions, or (y) the voting securities of such Party or such Party’s ultimate parent entity immediately prior to such transaction or transactions do not continue to represent more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such transaction or series of transactions or (c) the sale, lease or other disposition, directly or indirectly, by such Party or any other member of such Party’s Group of all or substantially all of the assets of the applicable Group, taken as a whole.

(23)         “Charter” shall have the meaning set forth in Section 3.5.

(24)         “Code” shall have the meaning set forth in the Recitals.

(25)         “Commission” shall mean the United States Securities and Exchange Commission.

(26)         “Competing Business” shall have the meaning set forth in Section 4.2.

(27)         “Confidential Information” shall mean all non-public, confidential or proprietary Information to the extent concerning a Party, its Group or its Subsidiaries or with respect to Filtration, the Filtration Business, any Filtration Assets or any Filtration Liabilities or with respect to Cummins, the Cummins Retained Business, any Cummins Retained Assets or any Cummins Liabilities, including any such Information that was acquired by any Party after the Effective Time pursuant to Article VI or otherwise in accordance with this Agreement, or that was provided to a Party by a third party in confidence, including: (a) any and all technical information relating to the design, operation, testing, test results, development, and manufacture of any Party’s product (including product specifications and documentation; engineering, design, and manufacturing drawings, diagrams, and illustrations; formulations and material specifications; laboratory studies and benchmark tests; quality assurance policies procedures and specifications; evaluation or validation studies; assembly code, software, firmware, programming data, databases, and all information referred to in the same); product costs, margins and pricing; as well as product marketing studies and strategies; all other methodologies, procedures, techniques and Know-How related to research, engineering, development and manufacturing; (b) information, documents and materials relating to the Party’s financial condition, management and other business conditions, prospects, plans, procedures, infrastructure, security, information technology procedures and systems, and other business or operational affairs; (c) pending unpublished patent applications and trade secrets; and (d) any other data or documentation resident, existing or otherwise provided in a database or in a storage medium, permanent or temporary, intended for confidential, proprietary or privileged use by a Party; except for any Information that is (i) in the public domain or known to the public through no fault of the receiving Party or its Subsidiaries, (ii) lawfully acquired after the Effective Time by such Party or its Subsidiaries from other sources not known to be subject to confidentiality obligations with respect to such Information or (iii) independently developed by the receiving Party after the Effective Time without reference to any Confidential Information. As used herein, by example and without limitation, Confidential Information shall mean any information of a Party intended or marked as confidential, proprietary or privileged.

(28)         “Consents” shall mean any consents, waivers, notices, reports or other filings to be obtained from or made, including with respect to any Contract, or any registrations, licenses, permits, authorizations to be obtained from, or approvals from, or notification requirements to, any third parties, including any third party to a Contract and any Governmental Entity.

(29)         “Consideration” shall have the meaning set forth in Section 2.14.

(30)         “Continuing Arrangements” shall mean:

(a)           those arrangements set forth on Schedule 1.1(30)(a);

(b)           this Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement or any Ancillary Agreement to be entered into or continued by any of the Parties or any of the members of their respective Group);

(c)           any Contract or intercompany account solely between or among members of the Filtration Group; and

(d)           such other commercial arrangements between the Parties or their respective Subsidiaries that are intended to survive and continue following the Effective Time; provided that none of the intercompany Contracts set forth on Schedule 1.1(30)(d) shall be deemed to be Continuing Arrangements, it being understood that Schedule 1.1(30)(d) is not intended to be an exclusive list of arrangements that are to be terminated at the Effective Time; provided, however, that for the avoidance of doubt, Continuing Arrangements shall not be Third Party Agreements.

(31)         “Contract” shall mean any agreement, contract, subcontract, obligation, binding understanding, note, indenture, instrument, option, lease, sublease, promise, arrangement, release, warranty, license, sublicense, insurance policy, benefit plan, purchase order or legally binding commitment or undertaking of any nature (whether written or oral and whether express or implied).

(32)         “Contribution” shall mean the Transfer, directly or indirectly, of Assets from Cummins or its Subsidiaries to Filtration or its Subsidiaries and the Assumption of Liabilities, directly or indirectly, by Filtration or its Subsidiaries pursuant to the Internal Reorganization or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement or any Ancillary Agreement.

(33)         “Conveyancing and Assumption Instruments” shall mean, collectively, the various Contracts, including the related local asset transfer agreements and local securities transfer agreements, and other documents entered into prior to the Effective Time and to be entered into following the Effective Time to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement, in such form or forms as the applicable Parties thereto agree.

(34)         “Credit Support Instruments” shall mean any letters of credit (including standby and commercial), performance bonds, surety bonds (including, with respect to the surety bonds, letters of credit and performance bonds set forth on Schedule 1.1(34), the allocable portion of the surety bonds, letters of credit and performance bonds as set forth on Schedule 1.1(34)), bankers acceptances, bank guarantees or other similar arrangements.

(35)         “Cummins” shall have the meaning set forth in the Preamble.

(36)         “Cummins Accounts” shall have the meaning set forth in Section 2.13(b).

(37)         “Cummins Annual Statements” shall have the meaning set forth in Section 7.1(e).

(38)         “Cummins Asset Transferee” shall mean any Business Entity that is or will be a member of the Cummins Group or a Subsidiary of Cummins to which Cummins Retained Assets shall be or have been Transferred at or prior to the Effective Time, or which is contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Effective Time, by an Asset Transferor in order to consummate the transactions contemplated by this Agreement.

(39)         “Cummins Auditors” shall have the meaning set forth in Section 7.2(b).

(40)         “Cummins Board” shall have the meaning set forth in the Recitals.

(41)         “Cummins Common Stock” shall mean the common stock of Cummins, par value $2.50 per share.

(42)         “Cummins CSIs” shall have the meaning set forth in Section 2.10(d).

(43)         “Cummins D&O Indemnitees” shall have the meaning set forth in Section 9.3.

(44)         “Cummins D&O Insurance Policies” shall have the meaning set forth in Section 9.1(b).

(45)         “Cummins Designee” shall have the meaning set forth in Section 7.3(a).

(46)         “Cummins Former Business” shall mean any Former Business (other than the Filtration Business or the Filtration Former Businesses) that, at the time of sale, conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or discontinuation, abandonment, completion or termination of the operations, activities or production thereof, was primarily managed by or associated with the Cummins Retained Business as then conducted.

(47)         “Cummins Group” shall mean (a) Cummins, the Cummins Retained Business and each Person that is a Subsidiary of Cummins as of immediately following the Effective Time and (b) each Business Entity that becomes a Subsidiary of Cummins after the Effective Time.

(48)         “Cummins Group Landlord Property” shall mean any real property owned by the Cummins Group as to which the Filtration Group will enter into a lease or other agreement with a member of the Cummins Group to conduct business operations after the Effective Time. A list of the Cummins Group Landlord Property is set forth on Schedule 1.1(48).

(49)         “Cummins Indemnitees” shall mean each member of the Cummins Group and each of their respective Affiliates from and after the Effective Time and each member of the Cummins Group’s and such respective Affiliates’ respective current, former and future directors, officers, employees and agents (solely in their respective capacities as current, former and future directors, officers, employees or agents of any member of the Cummins Group or their respective Affiliates) and each of the heirs, administrators, executors, successors and assigns of any of the foregoing, except, for the avoidance of doubt, the Filtration Indemnitees.

(50)         “Cummins Indemnitors” shall have the meaning set forth in Section 9.3.

(51)         “Cummins Personal Data” shall mean the Personal Data of any member of the Cummins Group that is used in or by, or otherwise related to, any Cummins Retained Business.

(52)         “Cummins Public Filings” shall have the meaning set forth in Section 7.1(l).

(53)         “Cummins Released Liabilities” shall have the meaning set forth in Section 5.1(a)(i).

(54)         “Cummins Retained Assets” shall mean:

(a)           all Assets listed or described on Schedule 1.1(54)(a) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by Cummins or any member of the Cummins Group, including all Cummins Retained IP;

(b)           subject to Article IX, any Cummins Shared Policies or Cummins D&O Insurance Policies;

(c)           the Cummins Retained Former Filtration Real Property;

(d)           any and all Assets that are owned, leased or licensed, at or prior to the Effective Time, by, or are otherwise Assets of, any member of the Cummins Group that are not Filtration Assets; and

(e)           any and all Assets that are acquired or otherwise become Assets of any member of the Cummins Group after the Effective Time.

(55)         “Cummins Retained Business” shall mean (a) those businesses operated by the Cummins Group other than the Filtration Business, including the Cummins engine business, the Cummins power systems business, the Cummins new power business, the Cummins distribution business and that portion of the Cummins components business that is not the Filtration Business (which portion includes the CES Filter Business); (b) those Business Entities or businesses acquired or established by or for any member of the Cummins Group after the Effective Time; and (c) any Cummins Former Business, including under each of preceding items (a) through (c), (i) the use, re-sale or marketing of Filtration Non-Compete Products or products of a Competing Business necessary or incidental to such retained businesses and (ii) any business consisting of the development, design, manufacture, sale or marketing of sensor-based real-time monitoring solutions or systems; provided that Cummins Retained Business shall not include the FleetguardFIT Filtration Business or any Filtration Former Business or Filtration Former Real Property other than the Cummins Retained Former Filtration Real Property.

(56)         “Cummins Retained Former Filtration Real Property” means the real property set forth on Schedule 1.1(56).

(57)         “Cummins Retained IP” shall mean (a) all Intellectual Property of the Cummins Group or the Filtration Group other than Filtration Intellectual Property, (b) any Intellectual Property licensed to Filtration pursuant to the Ancillary Agreements, and (c) the Cummins Retained Names.

(58)         “Cummins Retained Liabilities” shall mean:

(a)           any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be Assumed by Cummins or any other member of the Cummins Group, and all agreements, obligations and other Liabilities of Cummins or any member of the Cummins Group under this Agreement or any of the Ancillary Agreements;

(b)           any and all Liabilities of a member of the Cummins Group to the extent relating to, arising out of or resulting from any Cummins Retained Assets (other than Liabilities arising under any Shared Contract to the extent such Liabilities relate to the Filtration Business);

(c)           the Liabilities listed on Schedule 1.1(58)(c);

(d)           any and all Liabilities of Cummins and each of its Subsidiaries that are not Filtration Liabilities; and

(e)           any and all other Liabilities that are held by the Filtration Group or the Cummins Group immediately prior to the Effective Time that were inadvertently omitted or assigned that, had the Parties given specific consideration to such Liability as of the date of this Agreement, would have otherwise been classified as a Cummins Retained Liability based on the principles set forth in this Section 1.1(58) and Section 1.1(98); provided that no Liability shall be a Cummins Retained Liability solely as a result of this clause (e) unless a claim with respect thereto is made by Cummins or Filtration on or prior to the date that is eighteen (18) months after the Effective Time.

Notwithstanding the foregoing, the Cummins Retained Liabilities (A) shall not include any Liabilities for Taxes that are governed by the Tax Matters Agreement, and (B) in any Dispute with respect to Cummins Retained Liabilities arising before the Effective Time, shall in any event be allocated by the Parties to the Cummins Group in accordance with the historical accounting and liability allocation practices of the Cummins Group before the Effective Time to the extent consistent with the basis of preparation for the Filtration Balance Sheet.

(59)         “Cummins Retained Names” shall mean the names and marks set forth in Schedule 1.1(59), and any Trademarks containing or comprising any of such names or marks, and any Trademarks derivative thereof or confusingly similar thereto, or any telephone numbers or other alphanumeric addresses or mnemonics containing any of the foregoing names or marks.

(60)         “Cummins Shared Policies” shall mean all insurance policies, insurance Contracts and claim administration Contracts of any kind of any member of the Cummins Group, which are in effect at the Effective Time and as may be renewed or replaced by any applicable member of the Cummins Group between the Effective Time and the Disposition Date, other than any Cummins D&O Insurance Policies, under which (a) members of the Cummins Group, on the one hand, and members of the Filtration Group, on the other hand, are eligible for coverage or (b) the employees, officers, directors or agents of both the Cummins Group and the Filtration Group are eligible for coverage.

(61)         “Cummins Transferee” shall have the meaning set forth in Section 7.9.

(62)         “Data Controller” shall have the meaning of the term “controller” set forth in the GDPR or any similar term under applicable Data Protection Laws.

(63)         “Data Protection Laws” shall mean any and all Laws concerning the privacy, protection, security or Processing of Personal Data throughout the world, including the GDPR and any national Law supplementing the GDPR (such as, in the United Kingdom, the Data Protection Act 2018), and any regulations, or regulatory requirements, guidance and codes of practice applicable to the Processing of Personal Data (in each case, as amended or replaced from time to time).

(64)         “Debt-for-Equity Exchange” shall have the meaning set forth in the Recitals.

(65)         “Debt-for-Equity Exchange Agreement” means the exchange agreement to be entered into among Cummins and the Debt-for-Equity Exchange Parties with respect to the Debt-for-Equity Exchange.

(66)         “Debt-for-Equity Exchange Parties” shall have the meaning set forth in the Recitals.

(67)         “Deferred Transfers” shall have the meaning set forth in Section 2.6(a)(i).

(68)         “Disposition Date” shall mean the date on which the Cummins Group ceases to Beneficially Own shares of Filtration capital stock representing, in the aggregate, at least a majority of the total voting power of the then outstanding Filtration Voting Stock.

(69)         “Dispute Notice” shall have the meaning set forth in Section 8.1.

(70)         “Disputes” shall have the meaning set forth in Section 8.1.

(71)         “Distribution” shall have the meaning set forth in the Recitals.

(72)         “Effective Date” shall mean the date of the closing of the IPO.

(73)         “Effective Time” shall mean 12:01 a.m., Indianapolis, Indiana time, on the Effective Date.

(74)         “Employee Matters Agreement” shall mean the Employee Matters Agreement by and between Cummins and Filtration, in the form attached hereto as Exhibit B.

(75)         “Environmental Laws” shall mean all Laws in effect prior to, on or after the Effective Date relating to pollution or protection of human health or safety or the environment, including Laws relating to the exposure to, or Release, threatened Release or the presence of Hazardous Substances, or otherwise relating to the manufacture, processing, distribution, import, use, treatment, storage, transport or handling of Hazardous Substances and all Laws with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Substances, and all Laws relating to endangered or threatened species of fish, wildlife and plants and the management or use of natural resources.

(76)         “Environmental Liabilities” shall mean Liabilities relating to or arising out of Environmental Law or the Release or threatened Release of or exposure to Hazardous Substances, including the following: (a) actual or alleged violations of or non-compliance with any Environmental Law, including a failure to obtain, maintain or comply with any Environmental Permits; (b) obligations arising under or pursuant to any applicable Environmental Law or Environmental Permit; (c) the presence of Hazardous Substances or the introduction of Hazardous Substances to the environment at, in, on, under or migrating from any of the building, facility, structure or real property, including Liabilities relating to, resulting from or arising out of the investigation, remediation, or monitoring of such Hazardous Substances; (d) natural resource damages, property damages, personal or bodily injury or wrongful death relating to the presence of or exposure to Hazardous Substances, at, in, on, under or migrating to or from any building, facility, structure or real property; (e) the transport, disposal, recycling, reclamation, treatment or storage, Release or threatened Release of Hazardous Substances at Off-Site Locations; and (f) any agreement, decree, judgment, or order relating to the foregoing. The term “Environmental Liabilities” does not include Liabilities arising in connection with claims for injuries to persons or property from products sold by or services provided by the Filtration Group, the Cummins Group or their predecessors.

(77)         “Environmental Permit” shall mean any permit, license, approval or other authorization issued under any applicable Law or by any Governmental Entity relating to Environmental Laws or Hazardous Substances.

(78)         “Excess Director Number” shall have the meaning set forth in Section 7.3(d).

(79)         “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

(80)         “Excluded Environmental Liabilities” shall mean any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct, actions or inactions of any Cummins Retained Business.

(81)         “Filtration” shall have the meaning set forth in the Preamble.

(82)         “Filtration Asset Transferee” shall mean any Business Entity that is or will be a member of the Filtration Group or a Subsidiary of Filtration to which Filtration Assets shall be or have been Transferred at or prior to the Effective Time, or which is contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Effective Time, by an Asset Transferor in order to consummate the transactions contemplated by this Agreement.

(83)         “Filtration Assets” shall mean, without duplication:

(a)           all interests in the capital stock of, or any other equity interests in, the members of the Filtration Group (other than Filtration) held, directly or indirectly, by Cummins immediately prior to the Effective Time;

(b)           the equity interests in the entities set forth on Schedule 1.1(83)(b) to the extent held, directly or indirectly, by Cummins immediately prior to the Effective Time;

(c)           the Assets set forth on Schedule 1.1(83)(c) (which, for the avoidance of doubt, is not a comprehensive listing of all Filtration Assets and is not intended to limit other clauses of this definition of “Filtration Assets”);

(d)           any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets which have been or are to be Transferred to or retained by any member of the Filtration Group;

(e)           any and all Assets (other than Cash Equivalents, which shall be governed solely by Section 2.13, and Assets listed on Schedule 1.1(83)(e)) reflected on the Filtration Balance Sheet or the accounting records supporting the Filtration Balance Sheet and any Assets acquired by or for Filtration or any member of the Filtration Group subsequent to the date of the Filtration Balance Sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on the Filtration Balance Sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of the Filtration Balance Sheet;

(f)            all rights, title and interest in and to the owned real property set forth on Schedule 1.1(83)(f), including all land and land improvements, structures, buildings and building improvements, other improvements and appurtenances located thereon (the “Filtration Owned Real Property”);

(g)           all rights, title and interest in, and to and under the leases or subleases of the real property set forth on Schedule 1.1(83)(g), including, to the extent provided for in the applicable leases or subleases, any land and land improvements, structures, buildings and building improvements, other improvements and appurtenances (the “Filtration Leased Real Property”);

(h)           all Contracts set forth on Schedule 1.1(83)(h) and all other Contracts exclusively related to the Filtration Business, in each case, including any rights or claims arising thereunder (the “Filtration Contracts”);

(i)            all Intellectual Property applications and registrations set forth on Schedule 1.1(83)(i) and all other Intellectual Property (other than the Cummins Retained IP) exclusively related to the Filtration Business (the “Filtration Intellectual Property”);

(j)            all licenses, permits, registrations, approvals and authorizations which have been issued by any Governmental Entity and are held by a member of the Filtration Group, or to the extent transferable, relate exclusively to or, are used exclusively or held for use exclusively in the Filtration Business (other than to the extent that any member of the Cummins Group benefits from such licenses, permits, registrations, approvals and authorizations in connection with the Cummins Retained Business);

(k)           all Information exclusively related to, or exclusively used or exclusively held for use in, the Filtration Business, in each case subject to the Intellectual Property License Agreement and the Data Sharing Agreement;

(l)            excluding any Filtration Intellectual Property (which is addressed in Section 1.1(83)(i) above), the IT Assets that are exclusively used or exclusively held for use in the Filtration Business, including the IT Assets listed on Schedule 1.1(83)(l) (“Filtration IT Assets”);

(m)           all office equipment and furnishings located at the physical site of which the ownership or a leasehold or sub leasehold interest is being transferred to or retained by a member of the Filtration Group, and which, as of the Effective Time, is not subject to a lease or sublease back to a member of the Cummins Group (excluding any office equipment and furnishings owned by Persons other than Cummins and its Subsidiaries);

(n)           any rights to causes of action, lawsuits, judgments, claims, defenses against third Persons and demands of any nature relating to, arising out of or resulting from any Action listed on Schedule 1.1(83)(n) to the extent related to the Filtration Business or any other Action to the extent related to the Filtration Business;

(o)           subject to Article IX, any rights of any member of the Filtration Group under any Policies held solely by one or more members of the Filtration Group and which provide coverage solely to one or more members of the Filtration Group (excluding any Policies issued by any captive insurance company of the Cummins Group); and

(p)           all other Assets (other than any Assets relating to the Filtration Intellectual Property, Filtration Owned Real Property, Filtration Group Landlord Property, Filtration Leased Real Property, or Assets that are of the type that would be listed in clauses (f), (g) and (i) through (n)) that are held by the Filtration Group or the Cummins Group immediately prior to the Effective Time and that are exclusively used or exclusively held for use in the Filtration Business as conducted immediately prior to the Effective Time (the intention of this clause (p) is only to rectify an inadvertent omission of transfer or assignment of any Asset that, had the Parties given specific consideration to such Asset as of the date of this Agreement, would have otherwise been classified as a Filtration Asset based on the principles of Section 1.1(54) and this Section 1.1(83); provided that no Asset shall be a Filtration Asset solely as a result of this clause (p) unless a written claim with respect thereto is made by Filtration or Cummins on or prior to the date that is eighteen (18) months after the Effective Time).

Notwithstanding anything to the contrary in this Agreement, the Filtration Assets shall not include (i) any Assets that are expressly contemplated by this Agreement or by any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the Cummins Group (including all Cummins Retained Assets), (ii) any Assets governed by the Tax Matters Agreement or (iii) any Assets that are expressly listed on Schedule 1.1(54)(a).

(84)         “Filtration Auditors” shall have the meaning set forth in Section 7.2(a).

(85)         “Filtration Balance Sheet” shall mean Filtration’s unaudited pro forma condensed combined balance sheet, including the notes thereto, as of March 31, 2023, as included in the IPO Registration Statement.

(86)         “Filtration Board” shall have the meaning set forth in the Recitals.

(87)         “Filtration Business” shall mean the filtration business currently included as part of the Cummins components reporting segment, exclusively consisting of the development, design, manufacture, sale and marketing of filters, coolants, and chemical technology products for first-fit and aftermarket diesel, gas-powered (including gasoline, natural gas and hydrogen internal combustion), battery electric and fuel cell electric equipment and vehicle applications, including air filters, fuel filers, fuel water separators, lube filters, hydraulic filters, coolants, fuel additives, coolant filters, water filters, crankcase ventilation filters and other filtration systems. Without limiting the foregoing, the “Filtration Business” includes the FleetguardFIT Filtration Business, the businesses and operations conducted prior to the Effective Time by any member of the Filtration Group and any other businesses or operations to the extent conducted through the use of the Filtration Assets, as such businesses are described in the IPO Registration Statement, or established by or for Filtration or any of its Subsidiaries after the Effective Time, including the Filtration Former Businesses; provided that the Filtration Business shall not include any Cummins Former Business, the CES Filter Business or, as of the Effective Time, any business consisting of the development, design, manufacture, sale or marketing of sensor-based real-time monitoring solutions or systems other than the FleetguardFIT Filtration Business.

(88)         “Filtration Common Stock” shall mean the common stock, par value $0.0001 per share, of Filtration.

(89)         “Filtration Debt Obligations” shall mean all Indebtedness of Filtration or any other member of the Filtration Group.

(90)         “Filtration Disclosure” shall mean any form, statement, schedule or other material (other than the IPO Disclosure Documents) filed with or furnished to the Commission, including in connection with Filtration’s obligations under the Securities Act and the Exchange Act, any other Governmental Entity, or holders of any securities of any member of the Filtration Group, in each case, on or after the Effective Date by or on behalf of any member of the Filtration Group in connection with the registration, sale or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

(91)         “Filtration Environmental Liabilities” shall mean any and all Environmental Liabilities, whether arising before, at or after the Effective Time, to the extent relating to or resulting from or arising out of (a) the past, present or future operation, conduct, action or inaction of the Filtration Group, Filtration Business or the past, present or future use of the Filtration Assets, or (b) the Filtration Former Businesses or Filtration Former Real Property, including any agreement, decree, judgment or order relating to the foregoing entered into by Cummins or any Affiliate of Cummins prior to the Effective Time, or (c) the matters described on Schedule 1.1(91)(c), but excluding in case of each of the preceding clauses (a) through (c), the Excluded Environmental Liabilities.

(92)         “Filtration Financing Arrangements” shall mean the financing arrangements described on Schedule 1.1(92).

(93)         “Filtration Former Businesses” shall mean any Former Business to the extent that, at the time of sale, conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or discontinuation, abandonment, completion or termination of the operations, activities or production thereof, such Former Business was (a) managed by or associated with the Filtration Business as then conducted or (b) part of a business that as of the Effective Date is or was Transferred to Filtration.

(94)         “Filtration Former Real Property” shall mean any real property that is no longer owned, leased or used by the Filtration Group or the Cummins Group to the extent that, at the time of sale, conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or discontinuation, abandonment, completion or termination of the operations, activities or production on or of such real property, was owned, leased or operated in connection with the Filtration Business or any of the Filtration Former Businesses, other than the Cummins Retained Former Filtration Real Property.

(95)         “Filtration Group” shall mean Filtration and each Person that is a direct or indirect Subsidiary of Filtration as of the Effective Time (but after giving effect to the Internal Reorganization), and each Person that becomes a Subsidiary of Filtration after the Effective Time.

(96)         “Filtration Group Landlord Property” shall mean the Filtration Owned Real Property as to which the Cummins Group will enter into a lease or other agreement to conduct business operations after the Effective Time. A list of the Filtration Group Landlord Property is set forth on Schedule 1.1(96).

(97)         “Filtration Indemnitees” shall mean each member of the Filtration Group and each of their respective Affiliates from and after the Effective Time and each member of the Filtration Group’s and such respective Affiliates’ respective current, former and future directors, officers, employees and agents (solely in their respective capacities as current, former and future directors, officers, employees or agents of any member of the Filtration Group or their respective Affiliates) and each of the heirs, administrators, executors, successors and assigns of any of the foregoing, except, for the avoidance of doubt, the Cummins Indemnitees.

(98)         “Filtration Liabilities” shall mean:

(a)           any and all Liabilities to the extent relating to, arising out of or resulting from (i) the operation or conduct of the Filtration Business, as conducted at any time prior to, at or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any past or present director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Filtration Group); (ii) the operation or conduct of any business conducted by any member of the Filtration Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any past or present director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Filtration Group); or (iii) any Filtration Asset, whether arising before, at or after the Effective Time (including any Liability relating to, arising out of or resulting from Filtration Contracts, Shared Contracts (to the extent such Liability relates to the Filtration Business) and any real property and leasehold interests);

(b)           the Liabilities described or defined on Schedule 1.1(98)(b) (including the Specified Filtration Liabilities) and any and all other Liabilities that are expressly provided by this Agreement or any of the Ancillary Agreements as Liabilities to be Assumed by Filtration or any other member of the Filtration Group, and all agreements, obligations and Liabilities of Filtration or any other member of the Filtration Group under this Agreement or any of the Ancillary Agreements;

(c)           any and all Liabilities reflected on the Filtration Balance Sheet or the accounting records supporting the Filtration Balance Sheet and any Liabilities incurred by or for Filtration or any member of the Filtration Group subsequent to the date of the Filtration Balance Sheet which, had they been so incurred on or before such date, would have been reflected on the Filtration Balance Sheet if prepared on a consistent basis, subject to any discharge of any of such Liabilities subsequent to the date of the Filtration Balance Sheet;

(d)           any and all Liabilities to the extent relating to, arising out of or resulting from, whether prior to, at or after the Effective Time, any infringement, misappropriation or other violation of any Intellectual Property of any other Person related to the conduct of the Filtration Business;

(e)           any and all Liabilities to the extent relating to, arising out of or resulting from, whether prior to, at or after the Effective Time, any security incident, breach of system security or breach of Personal Data related to the conduct of the Filtration Business;

(f)            any and all Filtration Environmental Liabilities;

(g)           any and all Liabilities (including under applicable federal and state securities Laws) relating to, arising out of or resulting from (i) the IPO Disclosure Documents or (ii) any Filtration Disclosure;

(h)           for the avoidance of doubt, and without limiting any other matters that may constitute Filtration Liabilities, any Liabilities relating to, arising out of or resulting from any Action listed on Schedule 1.1(98)(h) to the extent related to the Filtration Business or any other Action to the extent related to the Filtration Business;

(i)            any product liability claims or other claims of third parties, in each case, to the extent relating to, arising out of or resulting from any product developed, designed, manufactured, marketed, distributed, leased or sold by the Filtration Business;

(j)            any and all Liabilities relating to, arising out of or resulting from any Indebtedness of any member of the Filtration Group or any Indebtedness secured exclusively or in part (to the extent of such part) by any of the Filtration Assets; and

(k)           any and all other Liabilities that are held by the Filtration Group or the Cummins Group immediately prior to the Effective Time that were inadvertently omitted or assigned that, had the Parties given specific consideration to such Liability as of the date of this Agreement, would have otherwise been classified as a Filtration Liability based on the principles set forth in this Section 1.1(98); provided that no Liability shall be a Filtration Liability solely as a result of this clause (k) unless a claim with respect thereto is made by Cummins or Filtration on or prior to the date that is eighteen (18) months after the Effective Time.

Notwithstanding the foregoing, the Filtration Liabilities (A) shall not include any Liabilities that are (1) expressly contemplated by this Agreement or by any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be Assumed by any member of the Cummins Group, (2) expressly discharged pursuant to Section 2.4(c) of this Agreement or (3) Cummins Retained Liabilities and (B) in any Dispute with respect to Filtration Liabilities arising before the Effective Time (other than, if applicable, any Specified Filtration Liabilities), shall in any event be allocated by the Parties to the Filtration Group in accordance with the historical accounting and liability allocation practices of the Cummins Group before the Effective Time to the extent consistent with the basis of preparation for the Filtration Balance Sheet.

(99)         “Filtration Non-Compete Products” shall mean the filter housings, filters, filter cartridges, filter modules and filter interfaces, including filter sealing surfaces, filter housing threads and filter attachment designs, designed, developed, manufactured, marketed or sold in the conduct of the Filtration Business as of the Effective Time.

(100)        “Filtration Non-Voting Stock” shall mean any class or series of Filtration’s capital stock, and any warrant, option or right in such stock, other than the Filtration Voting Stock.

(101)        “Filtration Personal Data” shall mean Personal Data of the Filtration Group that is used in or by, or otherwise related to, any Filtration Business.

(102)        “Filtration Public Documents” shall have the meaning set forth in Section 7.1(h).

(103)        “Filtration Released Liabilities” shall have the meaning set forth in Section 5.1(a)(ii).

(104)        “Filtration Securities” shall mean any Filtration capital stock and any rights, warrants or options to acquire Filtration capital stock (including securities convertible into or exchangeable for Filtration capital stock).

(105)        “Filtration Voting Stock” shall mean all classes and series of the capital stock of Filtration entitled to vote generally with respect to the election of directors.

(106)        “Final Determination” shall have the meaning set forth in the Tax Matters Agreement.

(107)        “Financial Delivery Practices” shall have the meaning set forth in Section 7.1(c).

(108)        “Financial Statements” shall mean the Annual Financial Statements and Quarterly Financial Statements, collectively.

(109)        “First-Fit Supply Agreement” shall mean the Supply Agreement by and between Cummins and Filtration, in the form attached hereto as Exhibit C.

(110)        “FleetguardFIT Filtration Business” shall mean the business, as of the Effective Time, consisting of the development, design, manufacture, sale and marketing of the “FleetguardFIT”-brand sensor-based real-time filter monitoring system for first-fit and aftermarket diesel and gas-powered (including gasoline, natural gas and hydrogen internal combustion) equipment and vehicle applications.

(111)        “Former Business” shall mean any corporation, partnership, entity, division, business unit or business (in each case, including any Assets and Liabilities comprising the same) that has been sold, conveyed, assigned, transferred, spun-off, split-off or otherwise disposed of or divested (in whole or in part) to a Person or Persons that is not a member of the Filtration Group or the Cummins Group or the operations, activities or production of which has been discontinued, abandoned, completed or otherwise terminated (in whole or in part), in each case, prior to the Effective Time.

(112)        “GAAP” shall mean accounting principles generally accepted in the United States of America, applied on a basis consistent within the Financial Statements.

(113)        “GDPR” shall mean the General Data Protection Regulation (EU) 2016/679.

(114)        “Government Official” shall mean (a) any elected or appointed governmental official (e.g., a member of a ministry of health), (b) any employee or person acting for or on behalf of a governmental official, agency or enterprise performing a governmental function, (c) any candidate for public office, political party officer, employee or person acting for or on behalf of a political party or candidate for public office or (d) any person otherwise categorized as a Government Official under local Law. As used in this definition, “Government” is meant to include all levels and subdivisions of United States and international governments (i.e., local, regional or national and administrative, legislative or executive).

(115)        “Governmental Approvals” shall mean any notices or reports to be submitted to, or other registrations or filings to be made with, or any consents, approvals, licenses, permits or authorizations to be obtained from, any Governmental Entity.

(116)        “Governmental Entity” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign, multinational, or supranational exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official thereof.

(117)        “Group” shall mean (a) with respect to Cummins, the Cummins Group and (b) with respect to Filtration, the Filtration Group.

(118)        “Hazardous Substances” shall mean (a) any substances defined, listed, classified or regulated as “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” “pollutants,” “wastes,” “radioactive materials,” “petroleum,” “oils” or designations of similar import under any Environmental Law; (b) any other hazardous or radioactive substance, contaminant, or waste, including per- and polyfluoroalkyl substances, perfluorooctanoic acid, perfluorooctane sulfonate, asbestos, polychlorinated biphenyls, petroleum, petroleum products or any fraction thereof, petroleum byproducts, mold and urea formaldehyde; (c) any other substance with respect to which any Environmental Law or Governmental Entity requires environmental investigation, regulation, monitoring or remediation, including per- and polyfluoroalkyl substances, perfluorooctanoic acid, perfluorooctane sulfonate, asbestos, polychlorinated biphenyls, petroleum, petroleum products or any fraction thereof, petroleum byproducts, mold and urea formaldehyde; and (d) any other chemical or other material, waste or substance, exposure to which is prohibited, limited or regulated by or under any Environmental Law.

(119)        “Indebtedness” shall mean, with respect to any Person: (a) the principal amount, interest, premiums, prepayment and redemption premiums and penalties (if any), breakage costs, fees, expenses, overdrafts and penalties with respect thereto and other obligations in respect of any indebtedness for borrowed money, whether short term or long term, and all obligations evidenced by bonds, debentures, notes, other debt securities or similar instruments; (b) any indebtedness or other obligations in respect of any capital or finance leases (excluding, for the avoidance of doubt, any real estate leases), whether short term or long term; (c) all obligations secured by any Security Interest on any assets of such Person; (d) all obligations in respect of any foreign currency exchange agreements or any interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements or other derivatives; (e) all obligations in respect of any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement or other similar agreement designed to protect such Person against fluctuations in interest rates; (f) all obligations in respect of the deferred and unpaid purchase price of any property or asset, whether tangible or intangible, or any services; (g) all obligations in respect of any Credit Support Instruments; (h) all obligations in respect of any off-balance sheet financing, including synthetic leases and project financing; (i) all accrued severance and accrued but unpaid dividends, including the employer portion of any payroll taxes relating thereto; (j) any distributions, loans, or advances payable by such Person to any of such Person’s Affiliates, stockholders, members, or partners; (k) all interest, fees and other expenses owed with respect to indebtedness described in the foregoing clauses (a) through (j); and (l) without duplication, all guarantees of indebtedness referred to in the foregoing clauses (a) through (k) (including guarantees of such indebtedness of any other Person).

(120)        “Indemnifiable Loss” and “Indemnifiable Losses” shall mean any and all damages, losses, deficiencies, Liabilities, Taxes, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights under this Agreement); provided, however, that Indemnifiable Losses shall not mean or include (a) any special, incidental, indirect, collateral, consequential or punitive damages, (b) any damages based on diminution of value or loss of revenue, income, profit or loss of business opportunity or reputation, or (c) any damages calculated based on multiples of earnings or other metrics suffered by an Indemnitee, however caused and on any theory of liability, in each case of the preceding (a), (b) or (c), other than (i) to the extent an Indemnitee is required to pay any such damages to a Person who is not a member of either Group in connection with a Third Party Claim or (ii) with respect to any claims by any Cummins Indemnitee relating to, arising out of or resulting from any Specified Filtration Liabilities.

(121)        “Indemnifiable Taxes” shall mean (a) any and all Taxes relating to, arising out of, by reason of or otherwise in connection with (i) a breach of Section 10.23, or (ii) IPO Disclosure Documents, and (b) Reporting-Related Taxes incurred by an Affected Member and subject to Section 10.23(c).

(122)        “Indemnifying Party” shall have the meaning set forth in Section 5.4(a).

(123)        “Indemnitee” shall have the meaning set forth in Section 5.4(a).

(124)        “Indemnity Payment” shall have the meaning set forth in Section 5.7(a).

(125)        “Information” shall mean information, content and data (including Personal Data) in written, oral, electronic, computerized, digital or other tangible or intangible media, including: (a) books and records, whether accounting, legal or otherwise, ledgers, studies, reports, surveys, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, marketing plans, customer names and information (including prospects), technical information relating to the design, operation, testing, test results, development, and manufacture of any Party’s or its Group’s products or facilities (including product or facility specifications and documentation; engineering, design and manufacturing drawings, diagrams, layouts, maps and illustrations; formulations and material specifications; laboratory studies and benchmark tests; quality assurance policies procedures and specifications; evaluation and/validation studies; process control or shop-floor control strategy, logic or algorithms; assembly code, software, firmware, programming data, databases, and all information referred to in the same); product costs, margins and pricing; as well as product marketing studies and strategies; all other methodologies, procedures, techniques and Know-How related to research, engineering, development and manufacturing; communications, correspondence, materials, product literature, artwork, files, documents; and (b) financial and business information, including earnings reports and forecasts, macro-economic reports and forecasts, all cost information (including supplier records and lists), sales and pricing data, business plans, market evaluations, surveys, credit-related information, and other such information as may be needed for reasonable compliance with reporting, disclosure, filing or other requirements, including under applicable securities laws or regulations of securities exchanges.

(126)        “Insurance Proceeds” shall mean those monies (a) received by an insured from an insurance carrier (excluding any captive insurance maintained by Cummins or its Subsidiaries) or (b) paid by an insurance carrier (excluding any captive insurance maintained by Cummins or its Subsidiaries) on behalf of an insured, in each case, net of any applicable deductible or retention.

(127)        “Insured Claims” shall mean those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Cummins Shared Policies, whether or not subject to deductibles, co-insurance, uncollectability or retrospectively-rated premium adjustments, but only to the extent that such Liabilities are within applicable Cummins Shared Policy limits, including aggregates.

(128)        “Intellectual Property” shall mean all United States and international: (a) trademarks, trade dress, service marks, certification marks, logos, slogans, design rights, names, corporate names, trade names, Internet domain names, social media accounts and addresses and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing (collectively, “Trademarks”); (b) patents and patent applications, and any and all related national or international counterparts thereto, including any divisionals, continuations, continuations-in-part, reissues, reexaminations, substitutions and extensions thereof (collectively, “Patents”); (c) copyrights and copyrightable subject matter, excluding Know-How (collectively, “Copyrights”); (d) trade secrets, and all other confidential or proprietary information, know-how, inventions, processes, formulae, models, and methodologies, excluding Patents (collectively, “Know-How”); (e) all applications and registrations for any of the foregoing; and (f) all rights and remedies against past, present and future infringement, misappropriation or other violation of any of the foregoing.

(129)        “Intellectual Property License Agreement” shall mean the Intellectual Property License Agreement by and between Cummins and Filtration, in the form attached hereto as Exhibit D.

(130)        “Intended Tax Treatment” shall have the meaning set forth in Section 10.23(c)(i).

(131)        “Intercompany Amounts” shall mean all intercompany receivables and payables and intercompany balances, including in respect of any cash balances, any cash balances representing deposited checks or drafts, or any cash held in any centralized cash pooling arrangement between any member of the Cummins Group, on the one hand, and any member of the Filtration Group, on the other hand, which exist and are reflected in the accounting records of the relevant Parties immediately prior to the Effective Time.

(132)        “Interim Relief” shall have the meaning set forth in Section 8.3.

(133)        “Internal Reorganization” shall mean the allocation and Transfer of Assets and Liabilities (including entities holding Assets or Liabilities), including by means of the Conveyancing and Assumption Instruments, resulting in (a) the Filtration Group owning and operating the Filtration Business, and (b) the Cummins Group continuing to own and operate the Cummins Retained Business, all as described in the Plan of Internal Reorganization set forth on Schedule 1.1(133).

(134)        “IPO” shall have the meaning set forth in the Recitals.

(135)        “IPO Disclosure Documents” shall mean the IPO Registration Statement and all exhibits thereto, any prospectuses, any current reports on Form 8-K and the registration statement on Form S-8 related to securities to be offered under Filtration’s employee benefit plans, in each case, as filed or furnished by Filtration with or to the Commission in connection with the IPO, or as filed or furnished by Cummins with or to the Commission, but in the case of Cummins, solely to the extent such documents relate to Filtration or the IPO.

(136)        “IPO Registration Statement” shall mean the registration statement on Form S-l (File No. 333-269894) filed under the Securities Act, pursuant to which the Filtration Common Stock to be issued in the IPO will be registered, together with all amendments thereto (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act).

(137)        “IT Assets” shall mean all software, computer systems, telecommunications equipment, databases, Internet Protocol addresses, data rights and documentation, reference, resource and training materials relating thereto, and all Contracts (including Contract rights) relating to any of the foregoing (including software license agreements, source code escrow agreements, support and maintenance agreements, electronic database access contracts, domain name registration agreements, website hosting agreements, software or website development agreements, outsourcing agreements, service provider agreements, interconnection agreements, governmental permits, radio licenses and telecommunications agreements).

(138)        “Law” shall mean any applicable United States or international federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, order, requirement or rule of law (including common law) or other binding directives promulgated, issued, entered into or taken by any Governmental Entity.

(139)        “Liabilities” shall mean any and all Indebtedness, liabilities, costs, expenses, interest and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law (including Environmental Law), Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity and those arising under any Contract or any fines, damages or equitable relief which may be imposed and including all costs and expenses related thereto.

(140)        “Liable Party” shall have the meaning set forth in Section 2.9(b).

(141)        “linked” shall have the meaning set forth in Section 2.13(b).

(142)        “Measurement Date” shall have the meaning set forth in the Tax Matters Agreement.

(143)        “Negotiation Period” shall have the meaning set forth in Section 8.1.

(144)        “Non-Compete Period” shall have the meaning set forth in Section 4.2.

(145)        “Off-Site Location” shall mean any third-party real property that is not now nor has ever been owned, leased or operated by the Cummins Group or the Filtration Group or any of their respective predecessors.

(146)        “Other Disposition” shall have the meaning set forth in the Recitals.

(147)        “Other Party” shall have the meaning set forth in Section 2.9(a).

(148)        “Overlapping Director” shall mean any director that (a) concurrently serves on the Filtration Board and the Cummins Board or (b) concurrently serves on the Filtration Board and is a member of the senior management team of Cummins.

(149)        “Party” and “Parties” shall have the meanings set forth in the Preamble.

(150)        “Person” shall mean any natural person, firm, individual, corporation, business trust, joint venture, association, bank, land trust, trust company, company, limited liability company, private limited company, partnership, or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity.

(151)        “Personal Data” shall have the meaning of the term “personal data” set forth in the GDPR or any similar term under applicable Data Protection Laws.

(152)        “Policies” shall mean insurance policies and insurance Contracts of any kind (other than life and benefits policies or Contracts), including primary, excess and umbrella, commercial general liability, products, fiduciary liability, employment practices liability, directors and officers liability, automobile, property and casualty, workers’ compensation and employee dishonesty insurance policies and bonds, and captive insurance company arrangements, together with all rights, benefits and privileges thereunder.

(153)        “Prime Rate” shall mean the rate last quoted as of the time of determination by The Wall Street Journal as the “Prime Rate” in the United States or, if the Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate as of such time or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Cummins) or any similar release by the Federal Reserve Board (as determined by Cummins).

(154)        “Privilege” shall have the meaning set forth in Section 6.6(a).

(155)        “Privileged Information” shall have the meaning set forth in Section 6.6(a).

(156)        “Processing” (and its cognates) shall have the meaning of the term “processing” set forth in the GDPR or any similar term under applicable Data Protection Laws.

(157)        “Quarterly Financial Statements” shall have the meaning set forth in Section 7.1(d).

(158)        “Registration Rights Agreement” shall mean the Registration Rights Agreement by and between Cummins and Filtration, in the form attached hereto as Exhibit E.

(159)        “Release” shall mean any release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, leaching or migration into the indoor or outdoor environment (including ambient air, surface water, groundwater and surface or subsurface strata) or into or out of any property, including the movement of Hazardous Substances through or in the air, soil, surface water, groundwater or property.

(160)        “Released Insurance Matters” shall have the meaning set forth in Section 9.1(i).

(161)        “Reporting Member” shall have the meaning set forth in Section 10.23(c)(iii).

(162)        “Reporting-Related Taxes” shall have the meaning set forth in Section 10.23(c)(iii).

(163)        “Restricted Period” shall have the meaning set forth in Section 4.3.

(164)        “Royalty Sharing Agreement” shall mean the Royalty Sharing Agreement by and between Cummins and Filtration, in the form attached hereto as Exhibit G.

(165)        “Rules” shall have the meaning set forth in Section 8.2.

(166)        “Section 16 Reports” shall have the meaning set forth in Section 7.1(h).

(167)        “Securities Act” shall mean the Securities Act of 1933, together with the rules and regulations promulgated thereunder.

(168)        “Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-entry, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under applicable securities Laws.

(169)        “Services” shall have the meaning set forth in the Transition Services Agreement.

(170)        “Shared Contract” shall have the meaning set forth in Section 2.3.

(171)        “Specified Filtration Liabilities” shall have the meaning set forth on Schedule 1.1(98)(b).

(172)        “Subsidiary” shall mean, with respect to any Person: (a) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person; and (b) any other Person in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity or economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such Person. It is expressly agreed that, from and after the Effective Time, solely for purposes of this Agreement, neither Filtration nor any other member of the Filtration Group shall be deemed a Subsidiary of Cummins or any other member of the Cummins Group.

(173)        “Supply Agreement” shall mean either of the Aftermarket Supply Agreement or the First-Fit Supply Agreement.

(174)        “Tax” or “Taxes” shall have the meaning set forth in the Tax Matters Agreement.

(175)        “Tax Matters Agreement” shall mean the Tax Matters Agreement by and between Cummins and Filtration, in the form attached hereto as Exhibit G.

(176)        “Tax Returns” shall have the meaning set forth in the Tax Matters Agreement.

(177)        “Taxing Authority” shall have the meaning set forth in the Tax Matters Agreement.

(178)        “Telematics Data Sharing Agreement” shall mean the Telematics Data Sharing Agreement by and between Cummins and Filtration, in the form attached hereto as Exhibit H.

(179)        “Third Party Agreements” shall mean any and all Contracts between or among a Party (or any member of its Group) and any other Persons (other than either Party or any member of its respective Group) (it being understood that, to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts constitute Filtration Assets or Filtration Liabilities, or Cummins Retained Assets or Cummins Retained Liabilities, such Contracts shall be assigned or retained pursuant to Article II).

(180)        “Third Party Claim” shall have the meaning set forth in Section 5.4(b).

(181)        “Third Party Proceeds” shall have the meaning set forth in Section 5.7(a).

(182)        “Transaction Taxes” shall have the meaning set forth in the Tax Matters Agreement.

(183)        “Transactions” shall have the meaning set forth in the Recitals.

(184)        “Transfer” shall have the meaning set forth in Section 2.2(b)(i); and the term “Transferred” shall have its correlative meaning.

(185)        “Transition Services Agreement” shall mean the Transition Services Agreement by and between Cummins and Filtration, in the form attached hereto as Exhibit I.

(186)        “Transitional Trademark License Agreement” shall mean the Transitional Trademark License Agreement by and between Cummins and Filtration, in the form attached hereto as Exhibit J.

(187)        “Underwriters” shall mean the managing underwriters for the IPO.

(188)        “Underwriting Agreement” shall mean the underwriting agreement among Cummins, Filtration, the Debt-for-Equity Exchange Parties, and the Underwriters, as representatives of the several underwriters named therein, with respect to the IPO.

Section 1.2             References; Interpretation. Unless the context otherwise requires: (a) references in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa; (b) the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”; (c) references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement; (d) the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement; (e) references in this Agreement to “$” shall mean United States dollars; (f) the word “or” when used in this Agreement shall not be exclusive; (g) references in this Agreement to “days” means calendar days unless Business Days are expressly specified; (h) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is not a Business Day, then the period shall end on the next succeeding Business Day; (i) the words “written request” when used in this Agreement shall include email; (j) references in this Agreement to any time shall be to Indianapolis, Indiana time unless otherwise expressly provided herein; (k) references in this Agreement to a percentage or a majority of Filtration Common Stock or Filtration Voting Stock shall mean such percentage or majority determined on a fully-diluted basis between the Effective Time and the Disposition Date; and (l) references in this Agreement to any Person includes such Person’s permitted successors and permitted assigns. Unless the context otherwise requires, references in this Agreement to “Cummins” shall also be deemed to refer to the applicable member of the Cummins Group, references to “Filtration” shall also be deemed to refer to the applicable member of the Filtration Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by Cummins or Filtration shall be deemed to require Cummins or Filtration, as the case may be, to cause the applicable members of the Cummins Group or the Filtration Group, respectively, to take, or refrain from taking, any such action. Unless otherwise expressly provided herein, whenever Cummins’s consent is required under this Agreement, such consent may be withheld, delayed or conditioned by Cummins in its discretion, and whenever any action hereunder is at Cummins’s discretion, such action shall be at Cummins’s discretion. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

ARTICLE II THE SEPARATION

Section 2.1             General. Subject to the terms and conditions of this Agreement, the Parties shall use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts to consummate the transactions contemplated hereby, including the completion of the Internal Reorganization, a portion of which may have already been completed prior to the date hereof.

Section 2.2             Internal Reorganization; Transfer of Assets; Assumption of Liabilities.

(a)            Internal Reorganization. Prior to the Effective Time, except for Transfers contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur at or after the Effective Time, the Parties shall complete the Internal Reorganization, including by taking the actions referred to in Section 2.2(b) and Section 2.2(c).

(b)           Transfer of Assets. At or prior to the Effective Time (it being understood that some of such Transfers may occur following the Effective Time in accordance with Section 2.2(a) and Section 2.6), pursuant to the Conveyancing and Assumption Instruments and in connection with the Contribution:

(i)           Filtration and Cummins shall, and shall cause the applicable Asset Transferors to, sell, transfer, contribute, distribute, assign or convey or cause to be sold, transferred, contributed, distributed, assigned or conveyed (“Transfer”) to (A) the respective Cummins Asset Transferees, all of the applicable Asset Transferors’ right, title and interest in and to the Cummins Retained Assets, and the applicable Cummins Asset Transferee shall accept from Cummins or Filtration and the applicable members of the Cummins Group or the Filtration Group all of Cummins’, Filtration’s and the other members of the Cummins Group’s or the Filtration Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interests that are included in the Cummins Retained Assets; and (B) Filtration or the respective Filtration Asset Transferees, all of its and the applicable Asset Transferors’ right, title and interest in and to the Filtration Assets, and the applicable Filtration Asset Transferees shall accept from Cummins and the applicable members of the Cummins Group, all of Cummins’ and the other members of the Cummins Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interests that are included in the Filtration Assets.

(ii)          Any costs and expenses incurred after the Effective Time to effect any Transfer contemplated by this Section 2.2(b) (including any Transfer effected pursuant to Section 2.6) shall be paid by the Parties as set forth on Section 10.5(b). Other than costs and expenses incurred in accordance with the foregoing sentence, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(b).

(c)           Assumption of Liabilities. Except as otherwise expressly set forth in this Agreement or any Ancillary Agreement, in connection with the Internal Reorganization and the Contribution or, if applicable, from and after the Effective Time: (i) pursuant to this Agreement or the applicable Conveyancing and Assumption Instruments, Cummins shall, or shall cause a member of the Cummins Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Cummins Retained Liabilities; and (ii) pursuant to this Agreement or the applicable Conveyancing and Assumption Instruments, Filtration shall, or shall cause a member of the Filtration Group to, Assume all of the Filtration Liabilities, in each case, regardless of (A) when or where such Liabilities arose or arise, (B) whether the facts upon which they are based occurred prior to, at or subsequent to the Effective Time, (C) whether accruals for such Liabilities have been transferred to Filtration or included on a combined balance sheet of the Filtration Business or whether any such accruals are sufficient to cover such Liabilities, (D) where or against whom such Liabilities are asserted or determined, (E) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Cummins Group or the Filtration Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates, (F) which entity is named in any Action associated with any Liability, or (G) any benefits, or lack thereof, that have been or may be obtained by the Cummins Group or the Filtration Group, as the case may be, in respect of such Liabilities.

(d)           Consents. The Parties shall use their commercially reasonable efforts to obtain the Consents required to Transfer any Assets, Contracts, licenses, permits and authorizations issued by any Governmental Entity or parts thereof as contemplated by this Agreement or any Ancillary Agreement. Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, no Contract or other Asset shall be transferred if it would violate applicable Law or, in the case of any Contract, the rights of any third party to such Contract; provided that Section 2.6, to the extent provided therein, shall apply thereto.

(e)           Actions Prior to Agreement Date. It is understood and agreed by the Parties that certain of the Transfers referenced in Section 2.2(b) or Assumptions referenced in Section 2.2(c) have occurred prior to the date hereof and, as a result, no additional Transfers or Assumptions by any member of the Cummins Group or the Filtration Group, as applicable, shall be deemed to occur upon the execution of this Agreement with respect thereto. Moreover, to the extent that any member of the Cummins Group or the Filtration Group, as applicable, is liable for any Cummins Retained Liability or Assumed Liability, respectively, by operation of Law immediately following any Transfer in accordance with this Agreement or any Conveyancing and Assumption Instruments, there shall be no need for any other member of the Cummins Group or the Filtration Group, as applicable, to Assume such Liability in connection with the operation of Section 2.2(c) and, accordingly, no other member of such Group shall Assume any such Liability in connection with Section 2.2(c).

Section 2.3             Treatment of Shared Contracts. Without limiting the generality of the obligations set forth in Section 2.2(a) and Section 2.2(b), unless the Parties otherwise agree or the rights and benefits of any Contract described in this Section 2.3 are addressed under or pursuant to an Ancillary Agreement, any Contract, a portion of which would constitute a Filtration Contract if considered on a stand-alone basis, but the remainder of which would constitute a Cummins Retained Asset (each such Contract, including those listed on Schedule 2.3, a “Shared Contract”), shall be assigned in part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, at or after the Effective Time, so that each Party or the members of their respective Group as of the Effective Time shall be entitled to the rights and benefits, and shall Assume the related portion of any Liabilities, inuring to their respective Businesses; provided, however, that,

(a)           in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract (including any Policy) which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled, subject to Section 2.2(d)), and

(b)           if any Shared Contract cannot be so partially assigned by its terms or otherwise, cannot be amended or has not for any other reason been assigned or amended, or if such assignment or amendment would impair the rights and benefits the parties thereto derive from such Shared Contract, then,

(i)           at the reasonable request of the Party (or the member of such Party’s Group) to which the rights and benefits of such Shared Contract inure in part, the Party for which such Shared Contract is, as applicable, a Cummins Retained Asset or Filtration Asset shall, and shall cause each of its respective Subsidiaries to, for a period ending not later than six (6) months after the Effective Date (unless the term of a Shared Contract (excluding any extensions thereof) ends at a later date, in which case for a period ending on such date), take such other reasonable and permissible actions to cause such member of the Filtration Group or the Cummins Group, as the case may be, to receive the rights and benefits of that portion of each Shared Contract that relates to the Filtration Business or the Cummins Retained Business, as the case may be (in each case, to the extent so related), as if such Shared Contract had been assigned to (or amended to allow) a member of the applicable Group pursuant to this Section 2.3 and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement) as if such Liabilities had been Assumed by a member of the applicable Group pursuant to this Section 2.3, provided, further, that the Party for which such Shared Contract is a Cummins Retained Asset or a Filtration Asset, as applicable, shall be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the written direction of the other Party (or relevant member of its Group) in connection with and relating to such Shared Contract, as the case may be, and

(ii)          the Party to which the rights and benefits of such Shared Contract inures in part shall use commercially reasonable efforts to enter into a separate Contract pursuant to which it procures such rights, benefits and Liabilities as are necessary such that it no longer needs to avail itself of the arrangements provided pursuant to this Section 2.3.

Section 2.4             Intercompany Accounts, Loans and Agreements.

(a)           Intercompany Receivables and Payables. Except as set forth in Section 5.1(b) and Section 10.23(b), all Intercompany Amounts (other than (x) intercompany loans (which shall be governed by Section 2.4(c)) and (y) payables created or required by this Agreement, any Ancillary Agreement or any Continuing Arrangements) shall continue to be outstanding after the Effective Time and thereafter (i) shall be an obligation of the relevant Party (or the relevant member of such Party’s Group), each responsible for fulfilling its (or a member of such Party’s Group’s) obligations in accordance with the terms and conditions applicable to such obligation or, if such terms and conditions are not set forth in writing, such obligation shall be satisfied within thirty (30) days of a written request by the beneficiary of such obligation given to the corresponding obligor thereunder, and (ii) shall be for each relevant Party (or the relevant member of such Party’s Group) an obligation to a third party and shall no longer be an intercompany account.

(b)           Payments and Reimbursements. As between the Parties (and the members of their respective Group) all payments and reimbursements received after the Effective Time by one Party (or member of its Group) that relate to a Business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and, promptly upon receipt by such Party of any such payment or reimbursement, such Party shall pay, or shall cause the applicable member of its Group to pay, over to the Party entitled thereto the amount of such payment or reimbursement without right of set-off.

(c)           Settlement of Intercompany Loans. Subject to Section 10.23(b), each of Cummins or any member of the Cummins Group, on the one hand, and Filtration or any member of the Filtration Group, on the other hand, shall settle with the other Party, as the case may be, all intercompany loans, including any promissory notes, owned or owed by the other Party on or prior to the Effective Date, except as otherwise agreed to in good faith by the Parties in writing on or after the date hereof, it being understood and agreed by the Parties that all guarantees and Credit Support Instruments shall be governed by Section 2.10.

Section 2.5             Limitation of Liability; Intercompany Contracts. No Party nor any Subsidiary of such Party shall be liable to the other Party or any Subsidiary of the other Party based upon, arising out of or resulting from any Contract, arrangement, course of dealing or understanding between or among it and the other Party existing at or prior to the Effective Time (other than pursuant to this Agreement, any Ancillary Agreement, any Continuing Arrangements, any Third Party Agreements, as set forth in Section 2.4 or Section 5.1(b), or pursuant to any other Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby) and each Party hereby terminates any and all Contracts, arrangements, courses of dealing or understandings between or among it and the other Party effective as of the Effective Time (other than this Agreement, any Ancillary Agreement, any Continuing Arrangements, any Third Party Agreements, as set forth in Section 2.4 or Section 5.1(b), or pursuant to any Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby); provided, however, that with respect to any Contract, arrangement, course of dealing or understanding between or among the Parties or any Subsidiaries thereof discovered after the Effective Time, the Parties agree that such Contract, arrangement, course of dealing or understanding shall nonetheless be deemed terminated as of the Effective Time with the only Liability of the Parties in respect thereof to be the obligations incurred between the Parties pursuant to such Contract, arrangement, course of dealing or understanding between the Effective Time and the time of discovery or later termination of any such Contract, arrangement, course of dealing or understanding.

Section 2.6             Deferred Transfers; Treatment of Deferred Assets and Liabilities; Related Matters.

(a)           Deferred Transfers.

(i)           The Parties acknowledge and agree that due to the requirements of applicable Law, the need to obtain Governmental Approvals or other Consents or for other business reasons, the Parties have agreed to defer until after the Effective Time certain Transfers and Assumptions, including as contemplated by the Internal Reorganization (together with the Transfers and Assumptions contemplated by Section 2.6(a)(ii), the “Deferred Transfers”).

(ii)          If and to the extent any Transfers or Assumptions contemplated by this Article II shall not have been completed or perfected at or prior to the Effective Time because it would be a violation of applicable Law or requires a Consent or Governmental Approval that has not been obtained as of or prior to the Effective Time, such Transfer or Assumption shall be automatically deemed a “Deferred Transfer,” any such purported Transfer or Assumption shall be null and void until such time as all legal impediments are removed or such Consent or Governmental Approval is obtained and nothing herein shall be deemed to require or constitute the Transfer of any Assets or the Assumption of any Liabilities which by their terms or operation of Law cannot be Transferred or so Assumed; provided, however, that the Parties and their respective Subsidiaries shall cooperate and use commercially reasonable efforts to seek to obtain, in accordance with applicable Law, any necessary Consents or Governmental Approvals for the Transfer of all Assets and Assumption of all Liabilities contemplated to be Transferred and Assumed pursuant to this Article II to the fullest extent permitted by applicable Law.

(b)           Treatment of Deferred Assets and Liabilities. To the extent that any Transfers or Assumptions contemplated by this Article II shall not have been completed at or prior to the Effective Time, including any Deferred Transfers, the Parties shall use commercially reasonable efforts to effect such Transfers or Assumptions as promptly following the Effective Time as shall be reasonably practicable. In the event that any such Transfer of Assets or Assumption of Liabilities has not been completed prior to or at the Effective Time, including any Deferred Transfers, then from and after the Effective Time, (i) the Party (or relevant member in its Group) retaining such Asset shall thereafter hold (or shall cause such member in its Group to hold) such Asset in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto), and (ii) the Party intended to Assume such Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability. To the extent the foregoing applies to any Contracts (other than Shared Contracts, which shall be governed solely by Section 2.3) to be assigned for which any necessary Consents or Governmental Approvals are not received prior to the Effective Time, the treatment of such Contracts shall, for the avoidance of doubt, be subject to Section 2.8 and Section 2.9, to the extent applicable. In addition, the Party retaining such Asset or Liability (or relevant member of its Group) shall (or shall cause such member in its Group to) treat, insofar as reasonably practicable and to the extent permitted by applicable Law, such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to which such Asset is to be Transferred or by the Party Assuming such Liability in order to place such Party, insofar as reasonably practicable and to the extent permitted by applicable Law, in the same position as if such Asset or Liability had been Transferred or Assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, Taxes, potential for income and gain, and dominion, control and command over such Asset or Liability, are to inure from and after the Effective Time to the relevant member or members of the Cummins Group or the Filtration Group entitled to the receipt of such Asset or required to Assume such Liability. In furtherance of the foregoing, the Parties agree that, as of the Effective Time, subject to Section 2.2(c) and Section 2.9(b), each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have Assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to Assume pursuant to the terms of this Agreement.

(c)           Consents and Approvals. If and when the Consents, Governmental Approvals or conditions, the absence or non-satisfaction of which caused the deferral of Transfer of any Asset or deferral of the Assumption of any Liability pursuant to Section 2.6(a), are obtained or satisfied, the Transfer, assignment, Assumption or novation of the applicable Asset or Liability shall be effected, when and as the Parties agree, in accordance with and subject to the terms of this Agreement (including Section 2.2) or the applicable Ancillary Agreement, and shall, to the extent possible without the imposition of any undue cost on any Party, be deemed to have become effective as of the Effective Time.

(d)           Absence of Obligations; Indemnification. The Party (or relevant member of its Group) retaining any Asset or Liability due to the deferral of the Transfer of such Asset or the deferral of the Assumption of such Liability pursuant to Section 2.6(a) or otherwise shall (i) not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, assumed or agreed in advance to be reimbursed by the Party (or relevant member of its Group) entitled to such Asset or the Person intended to be subject to such Liability, other than reasonable attorneys’ fees and recording or similar or other incidental fees, all of which shall be promptly reimbursed by the Party (or relevant member of its Group) entitled to such Asset or the Person intended to be subject to such Liability and (ii) be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such retained Asset or Liability, as the case may be.

(e)           Receipt of Communications. After the Effective Time, each Party (or any member of its Group) may receive mail, packages, electronic mail and any other written communications properly belonging to another Party (or any member of its Group). Accordingly, at all times after the Effective Time, each Party is hereby authorized to receive and, if reasonably necessary to identify the proper recipient in accordance with this Section 2.6(e), open all mail, packages, electronic mail and any other written communications received by such Party that belongs to such other Party, and to the extent that they do not relate to the Business of the receiving Party, the receiving Party shall promptly deliver such mail, packages, electronic mail or any other written communications (or, in case the same also relates to the Business of the receiving Party or another Party, copies thereof) to such other Party as provided for in Section 10.6; it being understood that, if a Party receives a telephone call that relates to the Business of the other Party, then the receiving Party shall inform the person making such telephone call to contact the other Party. The provisions of this Section 2.6(e) are not intended to, and shall not, be deemed to constitute an authorization by any Party to permit the other Party to accept service of process on its behalf, and no Party is or shall be deemed to be the agent of any other Party for service of process purposes.

Section 2.7             Conveyancing and Assumption Instruments. In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities to the extent not executed prior to the date hereof, any Conveyancing and Assumption Instruments necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets and the valid and effective Assumption by the applicable Party of its Assumed Liabilities for Transfers and Assumptions to be effected pursuant to the Laws of the state of Delaware or one of the other states of the United States, as applicable, or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to international Laws, in such form as the Parties shall reasonably agree, including the Transfer of real property by mutually acceptable conveyance deeds or other conveyance documents or instruments as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any international jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.

Section 2.8             Further Assurances; Ancillary Agreements.

(a)           Cooperation. In addition to and without limiting the actions expressly provided for elsewhere in this Agreement and subject to the limitations expressly set forth in this Agreement, including Section 2.6, each of the Parties shall cooperate with each other and use (and shall cause its respective Subsidiaries and Affiliates to use) commercially reasonable efforts, at and after the Effective Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b)           Certain Actions. Without limiting any other provisions of this Section 2.8, at and after the Effective Time, each Party shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party (except as provided in Section 2.2(b)(ii) and Section 2.6(d)) from and after the Effective Time, to execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of Transfer or title, and to make all filings with, and to obtain all Consents or Governmental Approvals, any permit, license, Contract, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the Transfers of the applicable Assets and the assignment and Assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party shall, at the reasonable request, cost and expense of any other Party (except as provided in Section 2.2(b)(ii) and Section 2.6(d)), take such other actions as may be reasonably necessary to vest in such other Party such title and such rights as possessed by the transferring Party to the Assets allocated to such other Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest.

(c)           Misallocation of Assets or Liabilities. Without limiting any other provisions of this Section 2.8, in the event that any Party (or member of such Party’s Group) receives any Assets (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Assets) or is liable for any Liability that is otherwise allocated to any Person that is a member of the other Group pursuant to this Agreement or the Ancillary Agreements, such Party agrees to promptly Transfer, or cause to be Transferred, such Asset or Liability to the other Party so entitled thereto (or member of such other Party’s Group as designated by such other Party) at such other Party’s expense. Prior to any such Transfer, such Asset or Liability, as the case may be, shall be held in accordance with the provisions of Section 2.6.

(d)           Ancillary Agreements. At or prior to the Effective Time, each of Cummins and Filtration shall enter into, or (where applicable) shall cause a member or members of their respective Group to enter into, the Ancillary Agreements and any other Contracts deemed by Cummins and Filtration to be reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.

(e)           Ratification of Acts. On or prior to the Effective Date, Cummins and Filtration in their respective capacities as direct or indirect equity holders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by any Subsidiary of Cummins or Subsidiary of Filtration, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

Section 2.9             Novation of Liabilities; Indemnification.

(a)           Allocation of Liabilities. Each Party, at the request of any member of the other Party’s Group (such other Party, the “Other Party”), shall use commercially reasonable efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts (other than Shared Contracts, which shall be governed by Section 2.3) and Liabilities (other than with regard to guarantees or Credit Support Instruments, which shall be governed by Section 2.10), but solely to the extent that the Parties or members of each Party’s Group are jointly or each severally liable with regard to any such Contracts or Liabilities and such Contracts or Liabilities have been, in whole, but not in part, allocated to the first Party, or, if permitted by applicable Law, to obtain in writing the unconditional release of the applicable Other Party so that, in any such case, the members of the applicable Group shall be solely responsible for such Contracts or Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefor to any third party from whom any such Consent, Governmental Approval, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party). In addition, with respect to any Action where any Party hereto is a defendant, when and if requested by such Party, the Other Party, at its own cost, shall use commercially reasonable efforts to remove the requesting Party as a defendant to the extent that such Action relates solely to Assets or Liabilities that the Other Party (or any member of such requesting Party’s Group) has been allocated pursuant to this Article II, and the Other Party shall cooperate and assist in any required communication with any plaintiff or other related third party.

(b)           Indemnification; Remittance. If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, Governmental Approval, release, substitution or amendment referenced in Section 2.9(a), then the Other Party or a member of such Other Party’s Group shall continue to be bound by such Contract, license or other obligation that does not constitute a Liability of such Other Party and, unless prohibited by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who Assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such Other Party or member of such Other Party’s Group thereunder from and after the Effective Time. For the avoidance of doubt, in furtherance of the foregoing, the Liable Party or a member of such Liable Party’s Group, as agent or subcontractor of the Other Party or a member of such Other Party’s Group, to the extent reasonably necessary to pay, perform and discharge fully any Liabilities, or retain the benefits (including pursuant to Section 2.6) associated with such Contract or license, is hereby granted the right to, among other things, (i) prepare, execute and submit invoices under such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group), (ii) send correspondence relating to matters under such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group), (iii) file Actions in the name of the Other Party (or the applicable member of such Other Party’s Group) in connection with such Contract or license and (iv) otherwise exercise all rights in respect of such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group); provided that (y) such actions shall be taken in the name of the Other Party (or the applicable member of such Other Party’s Group) only to the extent reasonably necessary or advisable in connection with the foregoing and (z) to the extent that there shall be a conflict between the provisions of this Section 2.9(b) and the provisions of any more specific arrangement between a member of such Liable Party’s Group and a member of such Other Party’s Group, such more specific arrangement shall control. The Liable Party shall indemnify each Other Party and hold each of them harmless against any Liabilities (other than Liabilities of such Other Party) arising under this Section 2.9(b); provided that the Liable Party shall have no obligation to indemnify the Other Party with respect to any matter to the extent that such Liabilities arise from such Other Party’s willful breach, knowing violation of Law, fraud, misrepresentation or gross negligence in connection therewith, in which case such Other Party shall be responsible for such Liabilities; it being understood that any exercise of rights under this Agreement by such Other Party shall not be deemed to be willful breach, knowing violation of Law, fraud, misrepresentation or gross negligence. The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or, at the direction of the Liable Party, to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, Governmental Approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall, to the fullest extent permitted by applicable Law, promptly Transfer or cause the Transfer of all rights, obligations and other Liabilities thereunder of such Other Party or any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities to the fullest extent permitted by applicable Law. Each of the applicable Parties shall, and shall cause their respective Subsidiaries to, take all actions and do all things reasonably necessary on its part, or such Subsidiaries’ part, under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Section 2.9.

Section 2.10           Guarantees; Credit Support Instruments.

(a)           Removal of Guarantees. Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time or as soon as practicable thereafter, (i) Cummins shall (with the reasonable cooperation of the applicable member of the Filtration Group) use its commercially reasonable efforts to have each member of the Filtration Group removed as guarantor of or obligor for any Cummins Retained Liability no later than the Disposition Date to the fullest extent permitted by applicable Law to the extent that they relate to Cummins Retained Liabilities; and (ii) Filtration shall (with the reasonable cooperation of the applicable member of the Cummins Group) use commercially reasonable efforts to have each member of the Cummins Group removed as guarantor of or obligor for any Filtration Liability no later than the Disposition Date, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to Filtration Liabilities.

(b)           Replacement Guarantees. At or prior to or after the Effective Time, and in any event prior to the Disposition Date, to the extent required to obtain a release from a guaranty:

(i)           of any member of the Cummins Group, Filtration (or such other member of the Filtration Group as agreed between the applicable member of the Filtration Group and the other relevant parties to such guaranty) shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions (A) with which Filtration would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and

(ii)          of any member of the Filtration Group, Cummins (or such other member of the Cummins Group as agreed between the applicable member of the Filtration Group and the other relevant parties to such guaranty) shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions (A) with which Cummins would be reasonably unable to comply or (B) which would be reasonably expected to be breached.

(c)           Indemnification and Reimbursement. If Cummins or Filtration is unable to obtain, or to cause to be obtained, any such removal as described in Section 2.10(a) and Section 2.10(b) (including as a consequence of subclause (A) or (B) of either Section 2.10(b)(i) or Section 2.10(b)(ii), as applicable), then (i) Cummins, to the extent a member of the Cummins Group has assumed the underlying Liability with respect to such guaranty, or Filtration, to the extent a member of the Filtration Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating to such guaranty (in accordance with the provisions of Article V) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; (ii) Filtration shall reimburse the applicable member of the Cummins Group for all out-of-pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Cummins and Filtration, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, Contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party.

(d)           Replacement of CSIs. Cummins and Filtration shall cooperate and Filtration shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Cummins or other members of the Cummins Group on behalf of or in favor of any member of the Filtration Group or the Filtration Business (the “Cummins CSIs”) as promptly as practicable with Credit Support Instruments from Filtration or a member of the Filtration Group as of the Effective Time. With respect to any Cummins CSIs that remain outstanding after the Effective Time, (i) Filtration shall, and shall cause the members of the Filtration Group to, jointly and severally indemnify and hold harmless the Cummins Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Cummins CSIs in accordance with the terms thereof; (ii) Filtration shall reimburse the applicable member of the Cummins Group for all out-of-pocket expenses incurred by it arising out of or related to any such Credit Support Instrument; and (iii) without the prior written consent of Cummins, Filtration shall not, and shall not permit any member of the Filtration Group to, enter into, renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, lease, Contract or other obligation in connection with which Cummins or any member of the Cummins Group has issued any Credit Support Instruments which remain outstanding. Neither Cummins nor any member of the Cummins Group shall have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the Filtration Group or the Filtration Business after the expiration of any such Credit Support Instrument.

Section 2.11           Disclaimer of Representations and Warranties.

(a)           Disclaimer. EACH OF CUMMINS (ON BEHALF OF ITSELF AND EACH MEMBER OF THE CUMMINS GROUP) AND FILTRATION (ON BEHALF OF ITSELF AND EACH MEMBER OF THE FILTRATION GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR IN ANY CONTINUING ARRANGEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, AS TO NONINFRINGEMENT, VALIDITY OR ENFORCEABILITY OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR BUSINESS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

(b)           Acknowledgment. Each of Cummins (on behalf of itself and each member of the Cummins Group) and Filtration (on behalf of itself and each member of the Filtration Group) further understands and agrees that, if the disclaimer of express or implied representations and warranties contained in Section 2.11(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States or if, under the Laws of a jurisdiction outside the United States, both Cummins or any member of the Cummins Group, on the one hand, and Filtration or any member of the Filtration Group, on the other hand, are jointly or severally liable for any Cummins Liability or any Filtration Liability, respectively, then the Parties intend that, notwithstanding any provision to the contrary under the Laws of such international jurisdictions, the provisions of this Agreement and the Ancillary Agreements (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the Parties and their respective Subsidiaries.

(c)           Waiver of Compliance with Bulk Transfer Laws. Cummins hereby waives compliance by itself and each and every member of the Cummins 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 of any or all of the Cummins Assets to Cummins or any member of the Cummins Group. Filtration hereby waives compliance by itself and each and every member of the Filtration 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 of any or all of the Filtration Assets to Filtration or any member of the Filtration Group.

Section 2.12           Filtration Financing Arrangements. Prior to the Effective Time, Filtration shall enter into the Filtration Financing Arrangements, on such terms and conditions as determined by Cummins in its discretion (including the amount that shall be borrowed pursuant to the Filtration Financing Arrangements and the terms and interest rates for such borrowings), and the Filtration Financing Arrangements shall have been consummated in accordance therewith. Cummins and Filtration shall participate in the preparation of all materials and presentations as may be reasonably necessary to secure funding pursuant to the Filtration Financing Arrangements, including rating agency presentations necessary to obtain the requisite ratings needed to secure the financing under any of the Filtration Financing Arrangements. In accordance with Section 10.5, the Parties agree that Cummins, and not Filtration, shall be ultimately responsible for all third party advisor out-of-pocket costs and expenses incurred by, and for reimbursement of such costs and expenses to, any member of the Cummins Group or the Filtration Group arising from consummation of the Filtration Financing Arrangements.

Section 2.13           Cash Equivalents.

(a)           Disposition of Cash Equivalents. From the date of this Agreement until the Effective Time, Cummins and its Subsidiaries shall be entitled to use, retain or otherwise dispose of all Cash Equivalents generated by the Filtration Business and the Filtration Assets in Cummins’ discretion. Except as provided in this Section 2.13 and Section 10.23, all Cash Equivalents held by any member of the Filtration Group as of the Effective Time shall be a Filtration Asset and all Cash Equivalents held by any member of the Cummins Group as of the Effective Time shall be a Cummins Retained Asset. To the extent that, following the Effective Time, any Cash Equivalents are required to be transferred from any member of the Cummins Group to any member of the Filtration Group or from any member of the Filtration Group to any member of the Cummins Group to make effective the Internal Reorganization, the Contribution or the payment of the Consideration pursuant to this Agreement and the Ancillary Agreements (including if required by Law or regulation to effect the foregoing), but excluding for the avoidance of doubt, the transfer of Cash Equivalents contemplated by Section 2.13(b), the Party receiving such Cash Equivalents shall promptly transfer an amount in cash equal to such transferred Cash Equivalents back to the transferring Party so as to effect the payment of the Consideration and not to override the allocations of Assets, Liabilities and expenses related to the Internal Reorganization and the Contribution contemplated by this Agreement and the Ancillary Agreements.

(b)           Bank and Brokerage Accounts. To the extent not completed prior to the Effective Time, Cummins and Filtration each agrees to take, or cause the other members of their respective Group to take, as promptly as practicable following the Effective Time, all actions necessary to amend all Contracts governing each bank and brokerage account owned by Filtration or any other member of the Filtration Group so that such accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by Cummins or any other member of the Cummins Group (collectively, the “Cummins Accounts”) are de-linked from the Cummins Accounts. It is intended that, following consummation of the actions contemplated by this Section 2.13(b), Cummins and Filtration shall maintain separate bank accounts and separate cash management processes. With respect to any outstanding checks issued by Cummins or any of its Subsidiaries prior to the Effective Date, such outstanding checks shall be honored following the Effective Date by the Person owning the account on which the check is drawn. With respect to any outstanding checks issued by Cummins or any of its Subsidiaries following the Effective Date but prior to the requisite de-linking, such outstanding checks shall be honored by the Person owning the account on which the check is drawn; provided that, in the event the Liability associated with such check was, following the Effective Date, intended to be the Liability of a Person in the other Group, then the Party whose Group such Liability was intended to be shall, on the date that is (x) forty (40) days after the Effective Date, (y) one hundred (100) days after the Effective Date or (z) one hundred ninety (190) days after the Effective Date, whichever such date immediately follows the date such check was drawn, reimburse the Person that issued such check for the amount so drawn.

Section 2.14           Contribution; Consideration. In consideration for the Transfer of Assets to Filtration in connection with the Contribution, Filtration agrees, on or prior to the Effective Date, to (a) issue to Cummins 83,297,696 newly issued, fully paid and non-assessable shares of Filtration Common Stock; and (b) pay, or cause to paid by an applicable Filtration Group member, to Cummins (i) all of the net proceeds of the Filtration Financing Arrangements received by Filtration at or prior to the consummation of the IPO (together with any interest accrued thereon following the receipt of such proceeds by Filtration) and (ii) a cash amount to be determined by Cummins in its sole discretion, provided, however, that after giving effect to the payments under this clause (b), the Filtration Group shall hold total Cash Equivalents as of the closing of the IPO equal to approximately $110,000,000 (the preceding clauses (a) and (b), collectively, the “Consideration”). Each applicable payment made by Filtration to Cummins pursuant to this Section 2.14 shall be made by wire transfer of immediately available funds to an account designated by Cummins to Filtration in writing.

ARTICLE III THE DEBT-FOR-EQUITY EXCHANGE, THE IPO AND OTHER TRANSACTIONS

Section 3.1             Filtration Debt-for-Equity Exchange Cooperation. Filtration shall cooperate with Cummins to accomplish the Debt-for-Equity Exchange and shall, at Cummins’s direction, promptly take any and all actions necessary or desirable in connection with the Debt-for-Equity Exchange. In furtherance thereof, to the extent not undertaken and completed prior to the execution of this Agreement, Filtration shall enter into the Debt-for-Equity Exchange Agreement, in form and substance reasonably satisfactory to Cummins, and shall comply with its obligations thereunder. The IPO. Subject to the terms of the Underwriting Agreement and the Debt-for-Equity Exchange Agreement, Cummins may, in its sole and absolute discretion, determine the terms of the IPO, including the form, structure and terms of any transaction(s) or offering(s) to effect the IPO and the timing and conditions to the consummation of the IPO. In addition, subject to the terms of the Underwriting Agreement, Cummins may, at any time and from time to time until the consummation of the IPO, modify or change the terms of the IPO, including by accelerating or delaying the timing of the consummation of all or part of, or terminating, the IPO.

Section 3.3             Filtration IPO Cooperation. Filtration shall cooperate with Cummins to accomplish the IPO and shall, at Cummins’s direction, promptly take any and all actions necessary or desirable to effect the IPO on terms determined by Cummins in its discretion. In furtherance thereof, to the extent not undertaken and completed prior to the execution of this Agreement:

(a)           IPO Registration Statement. Filtration shall file the IPO Registration Statement, and any amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by the Underwriting Agreement, the Commission and applicable Law, including federal, state or international securities Laws. Filtration shall also cooperate in preparing, filing with the Commission and causing to become effective a registration statement registering the Filtration Common Stock under the Exchange Act, and any registration statements or amendments thereto that are required in connection with the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO or the other transactions contemplated by this Agreement and the Ancillary Agreements.

(b)           Underwriting Agreement. Filtration shall enter into the Underwriting Agreement, in form and substance satisfactory to Cummins, and shall comply with its obligations thereunder.

(c)           Compliance with Securities Laws. Filtration shall 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 international jurisdictions) in connection with the IPO.

(d)           Road Show. Filtration shall participate in the preparation of materials and presentations as any of Cummins, the Debt-for-Equity Exchange Parties, and the Underwriters shall deem necessary or desirable in connection with the IPO.

(e)           Pricing and Closing of IPO. Filtration shall cooperate in all respects with Cummins, the Debt-for-Equity Exchange Parties and the Underwriters in connection with the pricing of the Common Stock to be issued in the IPO and the timing of the IPO and shall, at any such Person’s request, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Underwriting Agreement.

(f)            NYSE Listing. Filtration shall prepare, file and make effective an application for listing of the Common Stock issued in the IPO on the New York Stock Exchange, and shall comply with the listing standards and requirements related thereto.

Section 3.4             Proceeds of the IPO. The IPO shall be effected to permit the Underwriters to sell all or a portion of the Common Stock that the Debt-for-Equity Exchange Parties receive in the Debt-for-Equity Exchange. Accordingly, the Debt-for-Equity Exchange Parties will receive any cash proceeds from such sale of the Common Stock in the IPO.

Section 3.5             Filtration Organizational Documents. Prior to the Effective Time, Cummins and Filtration shall each take, or shall have each taken, all actions required to provide for the adoption by Filtration of the Amended and Restated Certificate of Incorporation of Filtration substantially in the form attached as Exhibit K (the “Charter”) and the Bylaws of Filtration substantially in the form attached as Exhibit L (the “Bylaws”), which were each effective prior to the Effective Time.

Section 3.6             Directors. At or prior to the Effective Time, Cummins and Filtration shall have taken all necessary action to cause the Filtration Board to include, as of the Effective Time, the individuals identified in the IPO Registration Statement as directors of Filtration upon completion of the IPO.

Section 3.7             Officers. At or prior to the Effective Time, Cummins and Filtration shall have taken all necessary action to cause the individuals identified as officers of Filtration in the IPO Registration Statement to be officers of Filtration at or prior to the Effective Time.

Section 3.8             Resignations and Removals. Subject to Section 7.3 and Section 7.4, as soon as practicable after the Effective Date, and in any event no later than on the Disposition Date, (i) Cummins shall cause all of its employees and any employees of its Subsidiaries (excluding any employees of any member of the Filtration Group) to resign or be removed, effective as of the Disposition Date, from all positions as officers or directors of any member of the Filtration Group in which they serve, and (ii) Filtration shall cause all of its employees and any employees of its Subsidiaries to resign, effective as of the Disposition Date, from all positions as officers or directors of any member of the Cummins Group in which they serve. Notwithstanding the foregoing, but subject to Section 7.3 and Section 7.4, no Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the IPO Registration Statement as a Person who is to hold such position or office following the IPO.

Section 3.9             Distributions or Other Dispositions.

(a)           Determination and Timing. Cummins shall, in its sole and absolute discretion, determine (i) whether to proceed with all or part of any Distribution or Other Disposition and (ii) all terms of any Distribution or Other Disposition, including the form, structure and terms of any transaction(s) or offering(s) to effect any Distribution or Other Disposition and the timing of and conditions to the consummation of any Distribution or Other Disposition. In addition, in the event that Cummins determines to proceed with any Distribution or Other Disposition, Cummins may at any time and from time to time until the completion of any Distribution or Other Disposition abandon, modify or change any or all of the terms of any Distribution or Other Disposition, including by accelerating or delaying the timing of the consummation of all or part of any Distribution or Other Disposition.

(b)           Cooperation. Filtration shall cooperate with Cummins in all reasonable respects to accomplish any Distribution or Other Disposition and shall, at Cummins’s direction, promptly take any and all actions necessary or reasonably desirable to effect any Distribution or Other Disposition, including the registration under the Securities Act of the offering of any Filtration Common Stock on an appropriate registration form or forms to be designated by Cummins and the filing of any necessary documents pursuant to the Exchange Act. Cummins shall select any investment bank(s), manager(s), underwriter(s) or dealer-manager(s) in connection with any Distribution or Other Disposition, as well as any financial printer, solicitation or exchange agent and financial, legal, accounting, tax and other advisors and service providers in connection with any Distribution or Other Disposition, as applicable. Filtration and Cummins, as the case may be, shall provide to the exchange agent all share certificates (to the extent certificated) or book-entry authorizations (to the extent not certificated) and any information required in order to complete any Distribution or Other Disposition.

ARTICLE IV CERTAIN COVENANTS

Section 4.1             Cooperation. From and after the Effective Time, and subject to the terms of and limitations contained in this Agreement and the Ancillary Agreements, each Party shall, and shall cause each of its respective Affiliates and employees to, (a) provide reasonable cooperation and assistance to the other Party (and any member of its respective Group) in connection with the completion of the transactions contemplated by this Agreement and each Ancillary Agreement, (b) reasonably assist the other Party in the orderly and efficient transition in becoming a separate company to the extent set forth in the Transition Services Agreement and the schedules thereto or as otherwise set forth herein (including complying with Articles V, VI and IX), and (c) reasonably assist the other Party to the extent such Party is providing or has provided Services, as applicable, pursuant to the Transition Services Agreement in connection with requests for information from, audits or other examinations of, such other Party by a Governmental Entity; in each case, except as otherwise set forth in this Agreement or as may otherwise be agreed to by the Parties in writing, at no additional cost to the Party requesting such assistance other than for the actual out-of-pocket costs (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing) incurred by any such Party, if applicable.

Section 4.2             Restriction on Certain Competition. For a period ending at the earlier of (w) sixty (60) months following the Effective Date, (x) any expiration or termination of a Supply Agreement, (y) any expiration or termination of this Agreement or (z) the occurrence of a Change of Control of Filtration or Cummins (such period, the “Non-Compete Period”), without the prior written consent of Filtration (not to be unreasonably withheld, conditioned or delayed), Cummins shall not, and shall not allow any of its controlled Affiliates to, directly or indirectly, engage anywhere in the world, or own, manage, operate, or control any Person who engages anywhere in the world, in any design, development, manufacturing, marketing or sales of filter housings, filters, filter cartridges, filter modules or filter interfaces, including filter sealing surfaces, filter housing threads or filter attachment design, that compete with the Filtration Non-Compete Products (a “Competing Business”); provided, however, that nothing in this Section 4.2 will restrict, directly or indirectly, Cummins or any of its controlled Affiliates from:

(a)           exercising its or their respective rights or performing or complying with its or their respective obligations under this Agreement or any of the Ancillary Agreements, including the Supply Agreements and any rights thereunder relating to sourcing or otherwise obtaining products or supply from any Person that is not a member of the Filtration Group, or otherwise engaging in any business or transactions with any member of the Filtration Group or any Affiliate of a Filtration Group member;

(b)           acquiring or owning an interest in, or managing, operating or controlling through such acquisition or ownership, any Person (or its successor) or business that is engaged in a Competing Business (such Person or business, an “After-Acquired Business”) if such Competing Business generated less than ten percent (10%) of the After-Acquired Business consolidated annual revenues in the last completed fiscal year of the After-Acquired Business before such acquisition by Cummins or any of its controlled Affiliates, except that if such Competing Business generated more than $50,000,000 of the After-Acquired Business consolidated annual revenues in the last completed fiscal year of the After-Acquired Business before such acquisition (the portion of such Competing Business, an “After-Acquired Restricted Business”), then (i) following such acquisition, Cummins and Filtration shall negotiate in good faith for a commercially reasonable period not to exceed six (6) months following such acquisition to determine the extent to which Cummins may retain the After-Acquired Restricted Business, and (ii) to the extent that Filtration does not consent in writing to Cummins’s retention of the After-Acquired Restricted Business following such negotiation, which consent shall not have been unreasonably withheld, conditioned or delayed, then within one (1) year after the end of such negotiation, Cummins shall discontinue, or enter into a definitive agreement to cause the divestiture of, the relevant portion of the After-Acquired Restricted Business such that the acquisition or ownership of the After-Acquired Business otherwise complies with this Section 4.2;

(c)           sourcing, using or re-selling any products competitive with any Filtration Non-Compete Products from any third Persons to the extent permitted or not restricted by either Supply Agreement;

(d)           engaging in any Cummins Retained Business;

(e)           doing business with third Persons engaged in a Competing Business, including by discussing, proposing, negotiating or entering into supply agreements, distribution agreements and similar arrangements or seeking, soliciting or obtaining proposals, prices or quotes for such arrangements, to the extent such business does not constitute a Competing Business; or

(f)            entering into or participating in a joint venture, partnership or other strategic business relationship with any Person engaged in a Competing Business, to the extent such joint venture, partnership or other strategic business relationship does not engage in a Competing Business.

Section 4.3             No Solicitation or Hiring of Employees. From and after the Effective Date until expiration of the twelve (12)-month period immediately following the Disposition Date (the “Restricted Period”), none of Cummins, Filtration or any member of their respective Groups shall, without the prior written consent of the Chief Human Resource Officer of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, agree to an employment, contractual or other relationship or otherwise hire, retain or employ any employee of any other Party’s respective Group. For and during the Restricted Period, none of Cummins, Filtration or any member of their respective Groups shall, without the prior written consent of the Chief Human Resource Officer of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of any other Party’s respective Group to leave his or her employment. Notwithstanding the foregoing, nothing in this Section 4.3 shall restrict or preclude Cummins, Filtration or any member of their respective Groups from soliciting or hiring (a) during the Restricted Period, any employee who responds to a general solicitation or advertisement or contact by a recruiter, whether in-house or external, that is not specifically targeted or focused on the employees employed by any other Party’s respective Group (and nothing shall prohibit such generalized searches for employees through various means, including the use of advertisements in the media (including trade media) or the engagement of search firms to engage in such searches); provided that the applicable Party has not encouraged or advised such firm to approach any such employee; (b) any employee whose employment has been terminated by the other Party’s respective Group; or (c) any employee whose employment has been terminated by such employee after sixty (60) days from the date of termination of such employee’s employment.

Section 4.4             Corporate Opportunities. From and after the Effective Time and for so long as the Cummins Group (a) Beneficially Owns shares of Filtration Common Stock representing, in the aggregate, at least ten percent (10%) of the total voting power of the then outstanding Filtration Voting Stock or (b) otherwise has one or more directors, officers or employees serving as a director, officer or employee of Filtration, the Filtration Board shall, in accordance with Section 122(17) of the General Corporation Law of the State of Delaware, renounce any interest or expectancy of Filtration in, or in being offered an opportunity to participate in, any corporate opportunities of any member of the Filtration Group that are presented to any member of the Cummins Group or any of its directors, officers or employees. For the purposes of this Section 4.4, “corporate opportunities” of a Group shall include, but not be limited to, business opportunities which the Filtration Group is financially able to undertake, which are, from their nature, in the line of the Filtration Group’s business, are of practical advantage to it and are ones in which the Filtration Group would have an interest or a reasonable expectancy, and in which, by embracing the opportunities or allowing such opportunities to be embraced by the Cummins Group or its directors, officers or employees, the self-interest of any member of the Cummins Group or any of such member’s directors, officers or employees will or could be brought into conflict with that of the Filtration Group.

ARTICLE V INDEMNIFICATION

Section 5.1             Release of Pre-IPO Claims.

(a)           Released Liabilities. Except (i) as provided in Section 5.1(b), (ii) as may be otherwise expressly provided in this Agreement or in any Ancillary Agreement and (iii) for any matter for which any Party is entitled to indemnification pursuant to this Article V:

(i)           Cummins, for itself and each member of the Cummins Group, its Affiliates as of the Effective Time and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of the Cummins Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge Filtration and the other members of the Filtration Group, its Affiliates and all Persons who at any time prior to the Effective Time were stockholders, directors, officers, agents or employees of any member of the Filtration Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Cummins Retained Liabilities, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Effective Time, including in connection with the Internal Reorganization and the IPO and any of the other transactions contemplated hereunder and under the Ancillary Agreements (such liabilities, the “Cummins Released Liabilities”) and in any event shall not, and shall cause its respective Subsidiaries not to, bring any Action against any member of the Filtration Group in respect of any Cummins Released Liabilities; provided, however, that nothing in this Section 5.1(a)(i) shall relieve any Person released in this Section 5.1(a)(i) who, after the Effective Time, is a director, officer or employee of any member of the Filtration Group and is no longer a director, officer or employee of any member of the Cummins Group from Liabilities arising out of, relating to or resulting from his or her service as a director, officer or employee of any member of the Filtration Group after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to limit Cummins, any member of the Cummins Group, or their respective Affiliates from commencing any Actions against any Filtration officer, director, agent or employee, or their respective heirs, executors, administrators, successors and assigns with regard to matters arising from, or relating to, (x) theft of Cummins Know-How or (y) intentional criminal acts by any such officers, directors, agents or employees.

(ii)          Filtration, for itself and each member of the Filtration Group, its Affiliates as of the Effective Time and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of the Filtration Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge Cummins and the other members of the Cummins Group, its Affiliates and all Persons who at any time prior to the Effective Time were shareholders, directors, officers, agents or employees of any member of the Cummins Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Filtration Liabilities, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Effective Time, including in connection with the Internal Reorganization and the IPO and any of the other transactions contemplated hereunder and under the Ancillary Agreements (such liabilities, the “Filtration Released Liabilities”) and in any event shall not, and shall cause its respective Subsidiaries not to, bring any Action against any member of the Cummins Group in respect of any Filtration Released Liabilities; provided, however that, for purposes of this Section 5.1(a)(ii), the members of the Filtration Group shall also release and discharge any officers or other employees of any member of the Cummins Group, to the extent any such officers or employees served as a director or officer of any members of the Filtration Group prior to the Effective Time, from any and all Liability, obligation or responsibility for any and all past actions or failures to take action, in each case, in their capacity as a director or officer of any such member of the Filtration Group, prior to the Effective Time, including actions or failures to take action that may be deemed to have been negligent or grossly negligent.

(b)           Unreleased Liabilities. Nothing contained in this Agreement, including Section 5.1(a), Section 2.4(a) or Section 2.5, shall impair or otherwise affect any right of any Party and, as applicable, a member of such Party’s Group, as well as their respective heirs, executors, administrators, successors and assigns, to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings contemplated in this Agreement or in any Ancillary Agreement to continue in effect after the Effective Time. In addition, nothing contained in Section 5.1(a) shall release any Person from:

(i)           any Liability Assumed, Transferred or allocated to a Party or a member of such Party’s Group pursuant to or as contemplated by, or any other Liability of any member of such Group under, this Agreement or any Ancillary Agreement, including (A) with respect to Cummins, any Cummins Retained Liability, and (B) with respect to Filtration, any Filtration Liability;

(ii)          any Liability provided for in or resulting from any other Contract or arrangement that is entered into after the Effective Time between any Party (or a member of such Party’s Group), on the one hand, and any other Party (or a member of such Party’s Group), on the other hand;

(iii)         any Liability with respect to any Continuing Arrangements;

(iv)         any Liability that the Party may have with respect to indemnification pursuant to this Agreement or otherwise for Actions brought against the Party by third Persons, which Liability shall be governed by the provisions of this Agreement and, in particular, this Article V and, if applicable, the appropriate provisions of the Ancillary Agreements; and

(v)          any Liability the release of which would result in a release of any Person other than the Persons released in Section 5.1(a); provided that the Parties agree not to bring any Action or permit any other member of their respective Group to bring any Action against a Person released in Section 5.1(a) with respect to such Liability.

In addition, nothing contained in Section 5.1(a) shall release: (i) Cummins from indemnifying any director, officer or employee of the Filtration Group who was a director, officer or employee of Cummins or any of its Affiliates prior to the Effective Date, as the case may be, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then-existing obligations; it being understood that if the underlying obligation giving rise to such Action is a Filtration Liability, then Filtration shall indemnify Cummins for such Liability (including Cummins’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V; and (ii) Filtration from indemnifying any director, officer or employee of the Cummins Group who was a director, officer or employee of Filtration or any of its Affiliates prior to the Effective Date, as the case may be, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then-existing obligations; it being understood that if the underlying obligation giving rise to such Action is a Cummins Retained Liability, then Cummins shall indemnify Filtration for such Liability (including Filtration’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V.

(c)           Waiver of Actions. Each Party shall not, and shall not permit any member of its Group to, make any claim for offset, or commence any Action, including any claim of contribution or any indemnification, against any other Party or any member of any other Party’s Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a).

(d)           Legal Fees. If any Person associated with a Party (including any director, officer or employee of a Party) initiates any Action with respect to claims released pursuant to Section 5.1(a), then the Party with which such Person is associated shall be responsible for the fees and expenses of counsel of the other Party (or the members of such Party’s Group, as applicable) and such other Party shall be indemnified for all Liabilities incurred in connection with such Action in accordance with the provisions set forth in this Article V.

Section 5.2             Indemnification by Cummins. In addition to any other provisions of this Agreement requiring indemnification, and except as otherwise expressly set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Cummins shall indemnify, defend and hold harmless the Filtration Indemnitees from and against any and all Indemnifiable Losses of the Filtration Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Cummins Retained Liabilities, including the failure of any member of the Cummins Group or any other Person to pay, perform or otherwise discharge any Cummins Retained Liability in accordance with its respective terms, whether arising prior to, at or after the Effective Time; (b) any Cummins Retained Asset or Cummins Retained Business, whether arising prior to, at or after the Effective Time; (c) any breach by Cummins of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder to the extent specified therein; (d) any untrue statement or alleged untrue statement of a material fact contained in any Filtration Disclosure or any other document filed with the Commission by any member of the Filtration Group pursuant to the Securities Act or the Exchange Act other than the IPO Disclosure Documents or with respect to Specified Filtration Liabilities, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case under this clause (d), to the extent, but only to the extent, that those Indemnifiable Losses are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information that is either furnished to any of the Filtration Indemnitees by any member of the Cummins Group for inclusion in, or preparation of, a Filtration Disclosure or other document filed with the Commission by any member of the Filtration Group or incorporated by reference by any Filtration Indemnitee from any Cummins Public Filings, and then only if that statement or omission was made or occurred after the Effective Date or (e) any Indemnifiable Taxes.

Section 5.3             Indemnification by Filtration. In addition to any other provisions of this Agreement requiring indemnification, and except as otherwise expressly set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Filtration shall, and shall cause the other members of the Filtration Group to, indemnify, defend and hold harmless the Cummins Indemnitees from and against any and all Indemnifiable Losses of the Cummins Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Filtration Liabilities, including the failure of any member of the Filtration Group or any other Person to pay, perform or otherwise discharge any Filtration Liability in accordance with its respective terms, whether prior to, at or after the Effective Time; (b) any Filtration Asset or Filtration Business, whether arising prior to, at or after the Effective Time; (c) any breach by Filtration of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder to the extent specified therein; (d) any untrue statement or alleged untrue statement of a material fact contained in any Cummins Public Filing or any other document filed with the Commission by any member of the Cummins Group pursuant to the Securities Act or the Exchange Act, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case under this clause (d), to the extent, but only to the extent, that those Indemnifiable Losses are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information that is either furnished to any of the Cummins Indemnitees by any member of the Filtration Group for inclusion in, or preparation of, a Cummins Public Filing or other document filed with the Commission by any member of the Cummins Group or incorporated by reference by any Cummins Indemnitee from any Filtration Disclosure, and then only if that statement or omission was made or occurred after the Effective Date; or (e) any Indemnifiable Taxes.

Section 5.4             Procedures for Indemnification.

(a)           Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 5.4(b), each Cummins Indemnitee and Filtration Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article V or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), promptly and in any event within forty-five (45) days of such determination, stating in such written notice the applicable indemnification claim in reasonable detail; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. If such Indemnifying Party rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

(b)           Third Party Claims. If a claim or demand is made against an Indemnitee by any Person who is not a Party or a member of a Party’s Group (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing (which notice obligation may be satisfied by providing copies of all notices and documents received by the Indemnitee relating to the Third Party Claim), and in reasonable detail, of the Third Party Claim promptly (and in any event within the earlier of (x) forty-five (45) days or (y) two (2) Business Days prior to the final date of the applicable response period under such Third Party Claim) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. For all purposes of this Section 5.4(b), each Party shall be deemed to have notice of the matters set forth on Schedule 1.1(97)(h).

(c)           Defense of Third Party Claims. Other than in the case of (i) Taxes addressed in the Tax Matters Agreement, which shall be addressed as set forth therein, or (ii) indemnification by a beneficiary Party of a guarantor Party pursuant to Section 2.10(c) (the defense of which shall be controlled by the beneficiary Party), the Indemnifying Party shall be entitled, if it so chooses, to assume the defense of a Third Party Claim, and if it does not assume the defense of such Third Party Claim, to participate in the defense of any Third Party Claim in accordance with the terms of Section 5.5 at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable to the Indemnitee, within thirty (30) days of the receipt of an indemnification notice from such Indemnitee; provided, however, that the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim to the extent such Third Party Claim (x) is an Action by a Governmental Entity, (y) involves an allegation of a criminal violation or (z) seeks injunctive relief against the Indemnitee. In connection with the Indemnifying Party’s defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnitee(s), or in the event that any Third Party Claim seeks equitable relief which would restrict or limit the future conduct of the Indemnitee’s business or operations, such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter; provided, further, that, if the Indemnifying Party has assumed the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions to such defense or to its liability therefor, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party. The Indemnifying Party shall have the right to compromise or settle a Third Party Claim the defense of which it shall have assumed pursuant to this Section 5.4(c) and any such settlement or compromise made or caused to be made of a Third Party Claim in accordance with this Article V shall be binding on the Indemnitee, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any such Third Party Claim without the written consent of the Indemnitee unless such settlement (A) completely and unconditionally releases the Indemnitee in connection with such matter, (B) provides relief consisting solely of money damages borne by the Indemnifying Party and (C) does not involve any admission by the Indemnitee of any wrongdoing or violation of Law.

(d)           Failure to Defend. If an Indemnifying Party fails for any reason to assume responsibility for defending a Third Party Claim within the period specified in Section 5.4(c), such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. If an Indemnifying Party has failed to assume the defense of the Third Party Claim within the time period specified in Section 5.4(c), it shall not be a defense to any obligation to pay any amount in respect of such Third Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability.

(e)           Exclusive Remedy. Except as otherwise set forth in Section 6.5 and Section 8.4, or to the extent set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying Party, the indemnification provisions of this Article V shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement or any Ancillary Agreement and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article V against any Indemnifying Party. For the avoidance of doubt, all disputes in respect of this Article V shall be resolved in accordance with Article VIII.

(f)            Ancillary Agreements. Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification that differ from the provisions set forth in this Section 5.4, the terms of the Ancillary Agreement will govern.

(g)           Pending Actions. The provisions of this Article V shall apply to Third Party Claims that are already pending or asserted as well as Third Party Claims brought or asserted after the date of this Agreement. There shall be no requirement under this Section 5.4 to give a notice with respect to any Third Party Claim that is pending or asserted as of the Effective Time. The Parties acknowledge that Liabilities for Actions (regardless of the parties to the Actions) may be partly Cummins Liabilities and partly Filtration Liabilities. If the Parties cannot agree on the allocation of any such Liabilities for Actions, they shall resolve the matter pursuant to the procedures set forth in Article VIII. Neither Party shall, nor shall either Party permit its Subsidiaries to, file third-party claims or cross-claims against the other Party or its Subsidiaries in an Action in which a Third Party Claim is being resolved.

Section 5.5             Cooperation in Defense and Settlement.

(a)           Joint Parties to Actions. With respect to any Third Party Claim that implicates both Parties in any material respect due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, will preserve for all Parties any Privilege with respect thereto). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 5.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 5.4.

(b)           Certain Governmental Actions. Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Filtration relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Effective Time, or (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Cummins, adversely impact the conduct of the Cummins Retained Businesses, Cummins shall have, at Cummins’s expense and to the extent permitted by applicable Law, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Filtration to any third party involved in such Action (including any Governmental Entity), to the extent that Cummins’s participation does not affect any privilege in a material and adverse manner; provided that, to the extent that any such action requires the submission by Filtration of any content relating to any current or former officer or director of Cummins, such content, to the extent permitted by applicable Law, will only be submitted in a form approved by Cummins in its reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Cummins shall have a right to consent to any compromise or settlement related thereto.

(c)           Governmental Filings. Notwithstanding anything to the contrary in this Agreement, with respect to any notices or reports to be submitted to, or reporting, disclosure, filing or other requirements to be made with, any Governmental Entity by Filtration or its Subsidiaries (“Governmental Filing”) where the Governmental Filing requires disclosure of facts, information or data that relate, in whole or in part, to periods prior to the Effective Time, Cummins shall have, to the extent permitted by applicable Law, the reasonable opportunity to consult, advise and comment on the preparation and content of any such Governmental Filing in advance of its submission to a Governmental Entity, and Filtration shall in good faith consider and take into account any comments so provided by Cummins with respect to such Governmental Filing.

(d)           Nominal Defendants. Each of Cummins and Filtration agrees that, at all times from and after the Effective Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then, to the extent permitted by applicable Law, the other Party or Parties shall use commercially reasonable efforts at its own expense to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Section 5.6             Indemnification Payments. Indemnification required by this Article V shall be made by periodic payments of the amount of Indemnifiable Losses in a timely fashion during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss incurred.

Section 5.7             Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a)           Third Party Proceeds. Any recovery by any Indemnitee for any Indemnifiable Loss subject to indemnification pursuant to this Article V shall be calculated (i) net of Insurance Proceeds actually received by such Indemnitee with respect to any Indemnifiable Loss and (ii) net of any proceeds actually received by the Indemnitee from any unaffiliated third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article V to any Indemnitee pursuant to this Article V shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee corresponding to the related Indemnifiable Loss. If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party corresponding to any Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third Party Proceeds, then the Indemnitee shall pay to the Indemnifying Party an amount equal to the excess of (i) the Indemnity Payment received over (ii) the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or Third Party Proceeds (with such Insurance Proceeds or Third Party Proceeds reduced by the present value, based on the applicable Party’s then cost of short-term borrowing, of any related future premium increases known at such time) had been received before the Indemnity Payment was made.

(b)           Tax Effects. Any Indemnity Payment shall be increased as necessary so that, after making all payments corresponding to Taxes imposed on or attributable to such Indemnity Payment, the Indemnitee receives an amount equal to the sum it would have received had no such Taxes been imposed.

(c)           Efforts to Recover. The Parties agree that an insurer or other third party that would otherwise be obligated to pay any amount shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of any provision contained in this Agreement or any Ancillary Agreement, and that no insurer or any other third party shall be entitled to a “windfall” (e.g., a benefit they would not otherwise be entitled to receive, or the reduction or elimination of an insurance coverage obligation that they would otherwise have, in the absence of the indemnification or release provisions) by virtue of any provision contained in this Agreement or any Ancillary Agreement. Each Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to collect or recover, or allow the Indemnifying Party to collect or recover, or cooperate with each other in collecting or recovering, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification may be available under this Article V. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Actions to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Section 5.8             Contribution. If the indemnification provided for in this Article V is unavailable for any reason to an Indemnitee (other than failure to provide notice with respect to any Third Party Claims in accordance with Section 5.4(b)) in respect of any Indemnifiable Loss, then the Indemnifying Party shall, in accordance with this Section 5.8, contribute to the Indemnifiable Losses incurred, paid or payable by such Indemnitee as a result of such Indemnifiable Loss in such proportion as is appropriate to reflect the relative fault of Filtration and each other member of the Filtration Group, on the one hand, and Cummins and each other member of the Cummins Group, on the other hand, in connection with the circumstances which resulted in such Indemnifiable Loss, including in such case with respect to any Indemnifiable Losses arising out of or related to information contained in the IPO Disclosure Documents or other securities law filing, for which the relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact relates to information supplied by the Filtration Business or a member of the Filtration Group, on the one hand, or a Cummins Retained Business or a member of the Cummins Group, on the other hand. Notwithstanding anything else to the contrary in this Section 5.8, if the indemnification provided for in this Article V is unavailable for any reason to a Cummins Indemnitee in respect of any Indemnifiable Loss relating to, arising out of, by reason of, or otherwise in connection with, any Specified Filtration Liabilities, then Filtration shall in any event contribute to the full extent of the Indemnifiable Losses incurred, paid or payable by any such Cummins Indemnitees as a result of such Indemnifiable Losses to nonetheless reflect Filtration’s complete Assumption of any Specified Filtration Liabilities and complete release of any Cummins Indemnitee from any Specified Filtration Liabilities, regardless of the relative fault of Filtration and each other member of the Filtration Group, on the one hand, and Cummins and each other member of the Cummins Group, on the other hand, in connection with the circumstances which resulted in such Indemnifiable Loss.

Section 5.9             Additional Matters; Survival of Indemnities.

(a)           Effect of Investigation. The indemnity agreements contained in this Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder.

(b)           Survival. The rights and obligations of any member of the Cummins Group or any member of the Filtration Group, in each case, under this Article V shall survive (i) the IPO and any Distribution or Other Disposition, (ii) the sale or other Transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities and (iii) any merger, consolidation, business combination, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.

Section 5.10           Environmental Matters.

(a)           Exchange of Information. Without limiting any other provision of this Agreement, each of Cummins and Filtration agrees to provide, or cause to be provided, at any time before, at or after the Effective Time, as soon as reasonably practicable after written request therefor, reasonable access to any non-privileged information in the possession or under the control of such Party’s respective Group and reasonable access to its employees to the extent that (i) such information relates to, or such employees have relevant knowledge regarding, specific alleged Environmental Liabilities, including the requesting party’s alleged or potential link to environmental contamination at an Off-Site Location or real property that was allegedly owned or operated by the Cummins Group and any operating group, business unit, division, Subsidiary, line of business or investment of Cummins or any of its Subsidiaries (including any member of the Filtration Group) prior to the Effective Time; (ii) such information relates to, or such employees have relevant knowledge regarding, the impact that any alleged Environmental Liability could have on the operations, activities or Liability exposure of the requesting Party; or (iii) such information is necessary for the requesting party to complete required environmental reports or filings.

(b)           Substitution.

(i)           Filtration shall use its reasonable best efforts to obtain any consents, transfers, assignments, assumptions, waivers, or other legal instruments necessary to cause Filtration or the appropriate Subsidiary of Filtration to be fully substituted for Cummins or other member of the Cummins Group with respect to: (A) any order, decree, judgment, agreement or Action with respect to Filtration Environmental Liabilities that are in effect as of the Effective Time; or (B) Environmental Permits, financial assurance obligations or instruments, or other environmental approvals or filings associated with the Filtration Assets. Cummins shall use its reasonable best efforts to provide necessary assistance or signatures to Filtration to achieve the purposes of this Section 5.10(b)(i).

(ii)          Until such time as Filtration and Cummins complete the substitutions outlined in Section 5.10(b)(i), Filtration shall comply with all applicable Environmental Laws, including all reporting obligations, and the terms and conditions of all orders, decrees, judgments, agreements, actions, Environmental Permits, financial assurances, obligations, instruments or other environmental approvals or filings that remain in Cummins’ name relating to the Filtration Assets and the Filtration Environmental Liabilities. To the extent a substitution outlined in Section 5.10(b)(i) is not necessary, Filtration shall be responsible for all environmental filings related to its operations after the Effective Time.

ARTICLE VI PRESERVATION OF RECORDS; ACCESS TO INFORMATION; CONFIDENTIALITY; PRIVILEGE

Section 6.1             Preservation of Corporate Records. Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 6.2, each Party shall use its reasonable best efforts, at such Party’s sole cost and expense, to retain, until the latest of, as applicable, (a) the date on which such Information is no longer required to be retained pursuant to the applicable record retention policy of Cummins or such other member of the Cummins Group, respectively, as in effect immediately prior to the Effective Time, including pursuant to any “Litigation Hold” issued by Cummins or any of its Subsidiaries prior to the Effective Time, (b) the concluding date of any period as may be required by any applicable Law, (c) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Cummins Group or the Filtration Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and (d) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Cummins Group or the Filtration Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; provided that, with respect to any pending or threatened Action arising after the Effective Time, clause (c) of this sentence applies only to the extent that whichever member of the Cummins Group or the Filtration Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that, upon written request from the other that certain Information relating to the Filtration Business, the Cummins Retained Businesses or the transactions contemplated by this Agreement be retained in connection with an Action, the Parties shall use their respective reasonable best efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.

Section 6.2             Access to Information. Other than in circumstances in which indemnification is sought pursuant to Article V (in which event the provisions of such Article V shall control) or for matters related to provision of Tax Records (as defined in the Tax Matters Agreement) (in which event the provisions of the Tax Matters Agreement shall control) and subject to appropriate restrictions for Privileged Information or Confidential Information:

(a)           Filtration Information. At all times from and after the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written request by, and at the expense of, Filtration for specific and identified Information:

(i)           that (x) relates to Filtration or the Filtration Business, as the case may be, prior to the Effective Time, or (y) is necessary for Filtration to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Cummins or Filtration are parties, Cummins shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Filtration has an actual need for such originals) in the possession or control of Cummins or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Filtration; provided that, to the extent any originals are delivered to Filtration pursuant to this Agreement or the Ancillary Agreements, Filtration shall, at its own expense, return them to Cummins within a reasonable time after the need to retain such originals has ceased; provided, further that, in the event that Cummins determines, based on the advice of counsel, that any such access or the provision of any such Information (including information requested under Article VII) would violate any Law or Contract with a third party or would waive any Privilege, Cummins shall not be obligated to provide such Information requested by Filtration; or

(ii)          that (x) is required by Filtration with regard to compliance with reporting, disclosure, filing or other requirements imposed on Filtration (including under applicable securities Laws) by a Governmental Entity having jurisdiction over Filtration, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Cummins shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Filtration has an actual need for such originals) in the possession or control of Cummins or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Filtration; provided that, to the extent any originals are delivered to Filtration pursuant to this Agreement or the Ancillary Agreements, Filtration shall, at its own expense, return them to Cummins within a reasonable time after the need to retain such originals has ceased; provided, further that, in the event that Cummins determines, based on the advice of counsel, that any such access or the provision of any such Information (including information requested under Article VII) would violate any Law or Contract with a third party or would waive any Privilege, Cummins shall not be obligated to provide such Information requested by Filtration.

(b)           Cummins Information. At all times from and after the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written request by, and at the expense of, Cummins for specific and identified Information:

(i)           that (x) relates to matters prior to the Effective Time or (y) is necessary for Cummins to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Cummins or Filtration are parties, Filtration shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Cummins has an actual need for such originals) in the possession or control of Filtration or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Cummins; provided that, to the extent any originals are delivered to Cummins pursuant to this Agreement or the Ancillary Agreements, Cummins shall, at its own expense, return them to Filtration within a reasonable time after the need to retain such originals has ceased; provided, further that, in the event that Filtration determines, based on the advice of counsel, that any such access or the provision of any such Information (including information requested under Article VII) would violate any Law or Contract with a third party or would waive any Privilege, Filtration shall not be obligated to provide such Information requested by Cummins; or

(ii)          that (x) is required by Cummins with regard to compliance with reporting, disclosure, filing or other requirements imposed on Cummins (including under applicable securities Laws) by a Governmental Entity having jurisdiction over Cummins, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Filtration shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Cummins has an actual need for such originals) in the possession or control of Filtration or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Cummins; provided, further that, in the event that Filtration determines, based on the advice of counsel, that any such access or the provision of any such Information (including information requested under Article VII) would violate any Law or Contract with a third party or would waive any Privilege, Filtration shall not be obligated to provide such Information requested by Cummins.

(c)           Communication of Obligations. Each of Cummins and Filtration shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have had access to the other Party’s Confidential Information or other Information provided pursuant to this Article VI or Article VII of their obligation to hold such Information confidential in accordance with the provisions of this Agreement.

Section 6.3             Witness Services. At all times from and after the Effective Time, each of Cummins and Filtration shall use its commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees and agents (taking into account the business demands of such individuals) as witnesses to the extent that (a) such Persons are required or may reasonably be requested to testify in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved (except for claims, demands or Actions in which one or more members of one Group is adverse to one or more members of the other Group) and (b) there is no conflict in the Action between the requesting Party and the other Party. A Party providing a witness to the other Party under this Section 6.3 shall be entitled to receive from the recipient of such witness services, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees who are witnesses or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses), as may be reasonably incurred and properly paid under applicable Law.

Section 6.4             Reimbursement; Other Matters. Except to the extent otherwise contemplated by this Agreement or any Ancillary Agreement, a Party providing Information or access to Information to the other Party under this Article VI shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing), as may be reasonably incurred in providing such Information or access to such Information.

Section 6.5             Confidentiality.

(a)           Non-Disclosure. Notwithstanding any termination of this Agreement, and except as otherwise provided in the Ancillary Agreements, each of Cummins and Filtration shall hold, and shall cause their respective Affiliates and their officers, employees, agents, consultants and advisors to hold, in strict confidence (and not to disclose or release or, except as otherwise permitted by this Agreement or any Ancillary Agreement, use, including for any ongoing or future commercial purpose, without the prior written consent of the Party to whom the Confidential Information relates (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all Confidential Information concerning or belonging to the other Party or its Affiliates; provided that each Party may disclose, or may permit disclosure of, Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information for auditing and other non-commercial purposes and are informed of the obligation to hold such Information confidential and in respect of whose failure to comply with such obligations, the applicable Party shall be responsible, (ii) if any Party or any of its respective Subsidiaries is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so, (iii) as required in connection with any legal or other proceeding by one Party against the other Party or in respect of claims by one Party against the other Party brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement (including pursuant to Section 2.3) or an Ancillary Agreement, (vi) to Governmental Entities in accordance with applicable procurement regulations and contract requirements or (vii) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction, to the extent reasonably necessary in connection therewith, provided an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a third party pursuant to clause (ii), (iii), (v) or (vi) above, each Party, as applicable, shall promptly notify (to the extent permissible by Law) the Party to whom the Confidential Information relates of the existence of such request, demand or disclosure requirement and shall provide such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party shall cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information.

(b)           Third Party Information. Each Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information of third parties that was received under confidentiality or non-disclosure agreements with such third party while such Party or members of its Group were part of the Cummins Group. Each Party shall comply, and shall cause the other members of its Group to comply, and shall cause its and their respective officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all terms and conditions of any such third-party agreements entered into prior to the Effective Time, with respect to any confidential and proprietary Information of third parties to which it or any other member of its Group has had access.

(c)           Use of Confidential Information. Notwithstanding any provision of this Agreement to the contrary, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information if they exercise at least the same degree of care that applies to Cummins’ Confidential Information pursuant to policies in effect as of the Effective Time, and (ii) confidentiality obligations provided for in any Contract between each Party or its Subsidiaries and their respective employees shall remain in full force and effect. Notwithstanding any provision of this Agreement to the contrary, Confidential Information of any Party in the possession of and used by any other Party as of the Effective Time may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the Filtration Business (in the case of the Filtration Group) or the Cummins Retained Business (in the case of the Cummins Group); provided that such Confidential Information may only be used by such Party and its officers, employees, agents, consultants and advisors in the specific manner and for the specific purposes for which it is used as of the date of this Agreement, and may only be shared with additional officers, employees, agents, consultants and advisors of such Party on a need-to-know basis exclusively with regard to such specified use; provided, further that such Confidential Information may be used only so long as the Confidential Information is maintained in confidence and not disclosed in violation of Section 6.5(a).

(d)           Remedies for Breach. The Parties agree that irreparable damage may occur in the event that the provisions of this Section 6.5 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to seek an injunction or injunctions to enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

(e)           Priority of Obligations. For the avoidance of doubt and notwithstanding any other provision of this Section 6.5 to the contrary, (i) the disclosure and sharing of Privileged Information shall be governed solely by Section 6.6, and (ii) Information that is subject to any confidentiality provision or other disclosure restriction in any Ancillary Agreement shall be governed by the terms of such Ancillary Agreement.

(f)            Subsequent Disclosure. For the avoidance of doubt and notwithstanding any other provision of this Section 6.5 to the contrary, following the Effective Date, the confidentiality obligations under this Agreement shall continue to apply to any and all Confidential Information concerning or belonging to each Party or its Affiliates that is shared or disclosed with the other Party or its Affiliates, whether or not such Confidential Information is shared pursuant to this Agreement, any Ancillary Agreement or otherwise.

Section 6.6             Privilege Matters.

(a)           Pre-IPO Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Cummins Group and the Filtration Group, and that each of the members of the Cummins Group and the Filtration Group should be deemed to be the client with respect to such pre-IPO services for the purposes of asserting all privileges, immunities or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”). The Parties shall have a shared Privilege with respect to all Information subject to Privilege (“Privileged Information”) which relates to such pre-IPO services. For the avoidance of doubt, Privileged Information within the scope of this Section 6.6 includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

(b)           Post-IPO Services. The Parties recognize that legal and other professional services will be provided following the Effective Time to each of Cummins and Filtration. The Parties further recognize that certain of such post-IPO services will be rendered solely for the benefit of Cummins or Filtration, as the case may be, while other such post-IPO services may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve both Cummins and Filtration. With respect to such post-IPO services and related Privileged Information, the Parties agree as follows:

(i)           All Privileged Information relating to any claims, proceedings, litigation, disputes or other matters which involve both Cummins and Filtration shall be subject to a shared Privilege among the Parties involved in the claims, proceedings, litigation, disputes or other matters at issue; and

(ii)          Except as otherwise provided in Section 6.6(b)(i), Privileged Information relating to post-IPO services provided solely to one of Cummins or Filtration shall not be deemed shared between the Parties; provided that the foregoing shall not be construed or interpreted to restrict the right or authority of the Parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information, or (y) otherwise to share Privileged Information without waiving any Privilege which could be asserted under applicable Law.

(c)           Shared Privilege. The Parties agree as follows regarding all Privileged Information with respect to which the Parties shall have a shared Privilege under Section 6.6(a) or Section 6.6(b):

(i)           Subject to Section 6.6(c)(iv) and Section 6.6(c)(v), Filtration shall not waive, allege or purport to waive, any Privilege which could be asserted under any applicable Law, and in which Cummins has a shared Privilege, without the consent of Cummins, which shall not be unreasonably withheld or delayed and shall be in writing.

(ii)          Prior to the Disposition Date and notwithstanding any provision of this Section 6.6(c) to the contrary, Cummins shall be entitled, in its discretion to waive, allege or purport to waive, any Privilege in connection with any Privileged Information, whether or not the Privileged Information is in the possession or under the control of any member of the Cummins Group or any member of the Filtration Group. Following the Disposition Date and subject to Section 6.6(c)(iv) and Section 6.6(c)(v), Cummins shall not waive, allege or purport to waive, any Privilege which could be asserted under any applicable Law, and in which Filtration has a shared Privilege, without the consent of Filtration, which shall not be unreasonably withheld or delayed. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within fifteen (15) days after written notice by Cummins to Filtration.

(iii)         If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a Privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, and shall endeavor to minimize any prejudice to the rights of the other Party. Neither Cummins nor Filtration shall unreasonably withhold consent to any request for waiver by the other Party and each of Cummins and Filtration specifically agrees that it shall not withhold consent to waive for any purpose except to protect its own legitimate interests.

(iv)         If, within fifteen (15) days of receipt by Cummins of Filtration, as the case may be, of written objection, the Parties have not succeeded in negotiating a resolution to any dispute regarding whether a Privilege should be waived, and the Party seeking waiver of a Privilege determines that such Privilege should nonetheless be waived to protect or advance its interest, such Party shall provide the other Party fifteen (15) days written notice prior to effecting such waiver. Each Party specifically agrees that failure within fifteen (15) days of receipt of such notice to commence proceedings in accordance with Section 8.2 to enjoin such disclosure under applicable Law shall be deemed full and effective consent to such disclosure, and any such Privilege shall not be waived by Cummins or Filtration, as the case may be, until the final determination of such dispute in accordance with Section 8.2.

(v)          In the event of any litigation or dispute between the Parties, or any members of their respective Groups, either such Party may waive a Privilege in which the other Party or member of such Group has a shared Privilege, without obtaining the consent of the other Party; provided that such waiver of a shared Privilege shall be effective only as to the use of Privileged Information with respect to the litigation or dispute between the Parties or the applicable members of their respective Groups, and shall not operate as a waiver of the shared Privilege with respect to third parties.

(d)           Preservation of Privilege. The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Cummins or Filtration as set forth in Section 6.5 and this Section 6.6, to maintain the confidentiality of Privileged Information and to assert and maintain any applicable Privilege. The access to Information being granted pursuant to Section 5.5, Section 6.1, Section 6.2 and Article VII, the agreement to provide witnesses and individuals pursuant to Section 5.5 and Section 6.3, the furnishing of notices and documents and other cooperative efforts contemplated by Section 5.5, and the transfer of Privileged Information between the Parties and their respective Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Agreement or otherwise.

Section 6.7             Ownership of Information. Any Information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this Article VI shall be deemed to remain the property of the providing Party. Unless expressly set forth herein, nothing contained in this Agreement shall be construed as granting a license or other rights to any Party with respect to any such Information, whether by implication, estoppel or otherwise.

Section 6.8             Personal Data.

(a)           Data Controller. The Parties acknowledge that (i) Cummins is a Data Controller with respect to the Processing of the Cummins Personal Data prior to and after the Effective Time, (ii) Cummins and Filtration are separate Data Controllers with respect to the Processing of Filtration Personal Data prior to the Effective Time, and (iii) Filtration remains a Data Controller with respect to the Processing of the Filtration Personal Data from and after the Effective Time. As such, from and after the Effective Time, Filtration shall comply with the requirements of Data Protection Laws applicable to Data Controllers in connection with the Filtration Personal Data and this Agreement and shall not knowingly do anything or permit anything to be done which might lead to a breach by Cummins or its Affiliates of the Data Protection Laws.

(b)           Data Processing. Both Parties shall cooperate to ensure that their Processing of Personal Data hereunder does and will comply with all applicable Data Protection Laws and take all reasonable precautions to avoid acts that place the other Party in breach of its obligations under any applicable Data Protection Laws. Nothing in this Section 6.8 shall be deemed to prevent any Party from taking the steps it reasonably deems necessary to comply with any applicable Data Protection Laws.

Section 6.9             Other Agreements. The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information expressly set forth in any Ancillary Agreement.

ARTICLE VII FINANCIAL AND OTHER COVENANTS

Section 7.1             Disclosure and Financial Controls. Filtration agrees that, for so long as Cummins is required to consolidate the results of operations and financial position of Filtration or any other members of the Filtration Group or to account for its investment in Filtration or any other members of the Filtration Group under the equity method of accounting (determined in accordance with GAAP and consistent with Commission reporting requirements) (such period, which shall be extended if and for so long as any amendments to, or restatements or modifications of, any Cummins Public Filings made during such period are necessary, the “Applicable Period”):

(a)           Disclosure and Financial Controls. (i) Filtration shall, and shall cause each other member of the Filtration Group to, maintain disclosure controls and procedures and internal control over financial reporting as defined in Rule 13a-15 under the Exchange Act; (ii) Filtration shall cause each of its principal executive and principal financial officers to sign and deliver certifications to Filtration’s periodic reports and will include the certifications in Filtration’s periodic reports, in each case, as and when required pursuant to Rule 13a-14 under the Exchange Act and Item 601 of Regulation S-K; (iii) Filtration shall comply with its obligations under Sections 302 and 404 of the Sarbanes-Oxley Act of 2002; (iv) Filtration shall cause its management to evaluate Filtration’s disclosure controls and procedures and internal control over financial reporting (including any change in internal control over financial reporting) as and when required pursuant to Rule 13a-15 under the Exchange Act; (v) Filtration shall disclose in its periodic reports filed with the Commission information concerning Filtration management’s responsibilities for and evaluation of Filtration’s disclosure controls and procedures and internal control over financial reporting (including the annual management report and attestation report of Filtration’s independent auditors relating to internal control over financial reporting) as and when required under Items 307 and 308 of Regulation S-K and other applicable Commission rules; and (vi) without limiting the general application of the foregoing, Filtration shall, and shall cause each other member of the Filtration Group to, maintain internal systems and procedures that will provide reasonable assurance that (A) the Financial Statements (as defined below) are reliable and timely prepared in accordance with GAAP and applicable Law, (B) all transactions of members of the Filtration Group are recorded as necessary to permit the preparation of the Financial Statements, (C) the receipts and expenditures of members of the Filtration Group are authorized at the appropriate level within Filtration, and (D) unauthorized use or disposition of the assets of any member of the Filtration Group that could have a material effect on the Financial Statements is prevented or detected in a timely manner. It is understood and agreed that references in this Section 7.1(a) to reporting or other obligations of Filtration shall be deemed to assume, for purposes hereof, that Filtration is subject to the same rules and regulations as Cummins.

(b)           Fiscal Year. Filtration shall, and shall cause each member of the Filtration Group organized in the United States to, maintain a fiscal year and fiscal quarters that commence and end on the same calendar days as Cummins’ fiscal year and fiscal quarters commence and end, and maintain monthly accounting periods that commence and end on the same calendar days as Cummins’ monthly accounting periods commence and end. Filtration shall, and shall cause each other member of the Filtration Group organized outside of the United States to, maintain a fiscal year and fiscal quarters that commence and end on the same calendar days as the fiscal year and fiscal quarters of the corresponding members of the Cummins Group (if any) organized outside of the United States commences and ends, and maintain monthly accounting periods that commence and end on the same calendar days as the monthly accounting periods of the corresponding members of the Cummins Group (if any) organized outside of the United States commence and end.

(c)           Monthly and Quarterly Financial Information. Filtration shall deliver or otherwise make available to Cummins a consolidated income statement and balance sheet, or the information required to prepare a consolidated income statement and balance sheet, on a monthly basis for Filtration for such period in the same format and manner, with the same detail, and in the same timeframe, as the Filtration Business delivered or made available such information to Cummins prior to the Effective Date (such practices, the “Financial Delivery Practices”). Filtration shall deliver or otherwise make available to Cummins a consolidated income statement and balance sheet and supplemental data related to cash flows, or the information required to prepare a consolidated income statement and balance sheet and supplemental data related to cash flows, and other necessary disclosures on a quarterly basis in accordance with the Financial Delivery Practices. Filtration shall be responsible for reviewing its results and data and for informing Cummins immediately of any post-closing adjustments that come to its attention. Filtration shall provide final sign-off of its results, using Cummins’s materiality standards, no later than nine (9) Business Days after the quarterly close period end for the income statement and no later than twelve (12) Business Days after the quarterly close period end for the balance sheet and supplemental data, in each case unless, otherwise directed by Cummins. Filtration shall provide to Cummins a certification by the Chief Executive Officer and Chief Financial Officer of Filtration that the quarterly financials fairly present, in all material respects, the financial position and results of operation of the Filtration Group and internal controls appropriately represent the current financial reporting controls of Filtration no later than five (5) Business Days prior to Cummins’ filing of its quarterly financial statements with the Commission.

(d)           Quarterly Financial Statements. Filtration shall, as soon as practicable and in accordance with the Financial Delivery Practices, deliver to Cummins drafts of (i) the consolidated financial statements of the Filtration Group (and notes thereto) for each fiscal quarter and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth, in each case, in comparative form for each such fiscal quarter of Filtration the consolidated figures (and notes thereto) for the corresponding quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP, and (ii) a discussion and analysis by management of the Filtration Group’s financial condition and results of operations for such fiscal quarter, including an explanation of any material period-to-period changes and any off-balance sheet transactions, all in reasonable detail and prepared in accordance with Item 303(b) of Regulation S-K; provided, however, that Filtration shall deliver such information at a specified, earlier time upon Cummins’ written request with at least twenty (20) days’ advance notice. The information set forth in clauses (i) and (ii) above is referred to in this Agreement as the “Quarterly Financial Statements.” No later than seven (7) Business Days prior to the date Filtration publicly files the Quarterly Financial Statements with the Commission or otherwise makes such Quarterly Financial Statements publicly available, Filtration shall deliver to Cummins the final form of the Quarterly Financial Statements and certifications thereof by the principal executive and financial officers of Filtration in the forms required under Commission rules for periodic reports and in form and substance satisfactory to Cummins; provided, however, that Filtration may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes will be delivered by Filtration to Cummins as soon as practicable, and in any event within eight (8) hours of making any such corrections or changes; provided, further, that Cummins’ and Filtration’s legal and financial representatives shall actively consult with each other regarding any changes (whether or not substantive) which Filtration may consider making to its Quarterly Financial Statements and related disclosures during the seven (7) Business Days immediately prior to any anticipated filing with the Commission, with particular focus on any changes which would have an effect upon Cummins’ financial statements or related disclosures. Without limiting the foregoing, Filtration shall consult with Cummins regarding Cummins’ comments on the Quarterly Financial Statements and related disclosures and shall accept all of Cummins’ comments on such Quarterly Financial Statements and related disclosures, except to the extent such comments are inconsistent with applicable Law or GAAP. In addition to the foregoing, no Quarterly Financial Statement or any other document which refers to, or contains information not previously publicly disclosed with respect to, the ownership of Filtration by Cummins or the Transactions shall be filed with the Commission or otherwise made public by any Filtration Group member without the prior written consent of Cummins unless otherwise required by applicable Law. Notwithstanding anything to the contrary in this Section 7.1(d), Filtration shall not file its Quarterly Financial Statements with the Commission prior to the time that Cummins files the Cummins quarterly financial statements with the Commission unless otherwise required by applicable Law.

(e)           Annual Financial Statements. On an annual basis and in accordance with the Financial Delivery Practices, Filtration shall deliver to Cummins an income statement and balance sheet and supplemental data related to cash flows and other necessary disclosures for such fiscal year in such format and detail as Cummins may reasonably request. Filtration shall be responsible for reviewing its results and data and for informing Cummins immediately of any post-closing adjustments in excess of $5,000,000 pre-tax that come to its attention and of any adjustments below $5,000,000 but in excess of $1,000,000 pre-tax within eight (8) hours of its awareness. Filtration shall provide final sign-off of its results, using Cummins’ materiality standards, no later than nine (9) Business Days after the annual close period end for the income statement and no later than twelve (12) Business Days after the annual close period end for the balance sheet and supplemental data, in each case, unless otherwise directed by Cummins. Filtration shall provide to Cummins a certification by the Chief Executive Officer and Chief Financial Officer of Filtration pertaining to the internal controls no later than five (5) Business Days prior to Cummins’ filing of its audited annual financial statements (the “Cummins Annual Statements”) with the Commission. As soon as practicable, and in any event no later than twenty (20) Business Days prior to the date on which Cummins has notified Filtration that Cummins intends to file its annual report on Form 10-K or other document containing annual financial statements with the Commission, Filtration shall deliver to Cummins any financial and other information and data with respect to the Filtration Group and its business, properties, financial position, results of operations and prospects as is reasonably requested by Cummins in connection with the preparation of Cummins’s financial statements and annual report on Form 10-K. As soon as practicable, and in any event no later than ten (10) Business Days prior to the date on which Filtration is required to file an annual report on Form 10-K or other document containing its Annual Financial Statements (as defined below) with the Commission, Filtration shall deliver to Cummins (i) drafts of the consolidated financial statements of the Filtration Group (and notes thereto) for such year, setting forth, in each case, in comparative form the consolidated figures (and notes thereto) for the previous fiscal years and all in reasonable detail and prepared in accordance with Regulation S-X and GAAP, and (ii) a discussion and analysis by management of the Filtration Group’s financial condition and results of operations for such year, including an explanation of any material period-to-period change and any off-balance sheet transactions, all in reasonable detail and prepared in accordance with Items 303(a) and 305 of Regulation S-K. The information set forth in clauses (i) and (ii) above is referred to in this Agreement as the “Annual Financial Statements.” Filtration shall deliver to Cummins all revisions to such drafts as soon as any such revisions are prepared or made. No later than seven (7) Business Days prior to the date Filtration publicly files the Annual Financial Statements with the Commission or otherwise makes such Annual Financial Statements publicly available, Filtration shall deliver to Cummins the final form of its annual report on Form 10-K and certifications thereof by the principal executive and financial officers of Filtration in the forms required under Commission rules for periodic reports and in form and substance satisfactory to Cummins; provided, however, that Filtration may continue to revise such Annual Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes will be delivered by Filtration to Cummins as soon as practicable, and in any event within eight (8) hours of making any such corrections or changes; provided, further, that Cummins’ and Filtration’s legal and financial representatives shall actively consult with each other regarding any changes (whether or not substantive) which Filtration may consider making to its Annual Financial Statements and related disclosures during the seven (7) Business Days immediately prior to any anticipated filing with the Commission. Without limiting the foregoing, Filtration will consult with Cummins regarding Cummins’ comments on the Annual Financial Statements and related disclosures and shall accept all of Cummins’ comments on such Annual Financial Statements and related disclosures, except to the extent such comments are inconsistent with applicable Law or GAAP. In addition to the foregoing, no Annual Financial Statement or any other document which refers to, or contains information not previously publicly disclosed with respect to, the ownership of Filtration by Cummins or the Transactions will be filed with the Commission or otherwise made public by any Filtration Group member without the prior written consent of Cummins unless otherwise required by applicable Law. Notwithstanding anything to the contrary in this Section 7.1(e), Filtration shall not file its Annual Financial Statements with the Commission prior to the time that Cummins files the Cummins Annual Statements with the Commission unless otherwise required by applicable Law.

(f)            Affiliate Financial Statements. Filtration shall deliver to Cummins all quarterly financial statements and annual financial statements of each Affiliate of Filtration which is itself required to file financial statements with the Commission or otherwise make such financial statements publicly available, with such financial statements to be provided in the same manner and detail and on the same time schedule as Quarterly Financial Statements and Annual Financial Statements required to be delivered to Cummins pursuant to this Section 7.1.

(g)           Conformance with Cummins Financial Presentation. All information provided by any member of the Filtration Group to Cummins or filed with the Commission pursuant to Section 7.1(c) through Section 7.1(f) inclusive shall be consistent in terms of format and detail and otherwise with Cummins’ policies with respect to the application of GAAP and practices in effect on the Effective Date with respect to the provision of such financial information by such member of the Filtration Group to Cummins (and, where appropriate, as presently presented in financial reports to the Cummins Board), with such changes therein as may be requested by Cummins from time to time consistent with changes in such accounting principles and practices, including any changes in the interpretation or application of GAAP.

(h)           Filtration Reports Generally. Filtration shall, and shall cause each other member of the Filtration Group that files information with the Commission to, deliver to Cummins: (i) substantially final drafts, as soon as the same are prepared, of (A) all reports, notices and proxy and information statements to be sent or made available by such member(s) of the Filtration Group to its or their respective security holders, (B) all regular, periodic and other reports to be filed or furnished under Sections 13, 14, 15 and 16 of the Exchange Act and the rules and regulations thereunder (including reports on Forms 10-K, 10-Q and 8-K, annual reports to stockholders, and Forms 3, 4 and 5 and amendments thereto with respect to Filtration Securities (“Section 16 Reports”)), and (C) all registration statements and prospectuses to be filed by any such member of the Filtration Group with the Commission or any securities exchange pursuant to the listed company manual (or similar requirements) of such exchange (collectively, the documents identified in clauses (A), (B) and (C) are referred to in this Agreement as “Filtration Public Documents”); and (ii) as soon as practicable, but in no event later than five (5) Business Days (other than with respect to Form 8-Ks or Section 16 Reports) prior to the earliest of the dates the same are printed, sent or filed, current drafts of all such Filtration Public Documents and, with respect to Form 8-Ks and Section 16 Reports, as soon as practicable, but in no event later than three (3) Business Days prior to the earliest date the same are filed in the case of planned Form 8-Ks, and as soon as practicable, but in no event less than two (2) hours prior to the filing, in the case of unplanned Form 8-Ks and Section 16 Reports; provided, however, that Filtration may continue to revise such Filtration Public Documents prior to the filing thereof in order to make corrections and non-substantive changes, which corrections and changes will be delivered by Filtration to Cummins as soon as practicable, and in any event within eight (8) hours of making any such corrections or changes; provided, further, that the legal and financial representatives of Cummins and Filtration shall actively consult with each other regarding any changes (whether or not substantive) which Filtration may consider making to any of its Filtration Public Documents and related disclosures prior to any anticipated filing with the Commission, with particular focus on any changes which would have an effect upon Cummins’ financial statements or related disclosures. Without limiting the foregoing, Filtration shall consult with Cummins regarding Cummins’ comments on the Filtration Public Documents and shall accept all of Cummins’ comments on such Filtration Public Documents, except to the extent such comments are inconsistent with applicable Law or GAAP. In addition to the foregoing, no Filtration Public Document or any other document which refers to, or contains information not previously publicly disclosed with respect to, the ownership of Filtration by Cummins or the Transactions will be filed with the Commission or otherwise made public by any Filtration Group member without the prior written consent of Cummins unless otherwise required by applicable Law.

(i)            Budgets and Financial Projections. Filtration shall, as promptly as reasonably practicable, deliver to Cummins copies of all annual budgets and financial projections (consistent in terms of format and detail with Cummins’ historical practices, except as mutually agreed upon by the Parties) relating to Filtration on a consolidated basis and will provide Cummins an opportunity to meet with management of Filtration to discuss such budgets and projections. In addition, to the extent requested by Cummins, Filtration shall participate in Cummins’ annual strategic review planning and other similar meetings and processes in a manner consistent with past practices or with such changes as Cummins may reasonably request.

(j)            Other Information. With reasonable promptness, Filtration shall deliver to Cummins such additional financial and other information and data with respect to the Filtration Group and their business, properties, financial positions, results of operations and prospects as from time to time may be requested by Cummins.

(k)           Press Releases and Similar Information. Filtration and Cummins shall consult with each other as to the timing of their annual and quarterly earnings releases and any interim financial guidance for a current or future period and will give each other the opportunity to review the information therein relating to the Filtration Group and to comment thereon. Cummins and Filtration shall coordinate the timing of (i) their respective earnings release conference calls and (ii) their respective public earnings release issuance and filings with the Commission, in each case, as directed by Cummins. No later than one (1) Business Day prior to the time and date that a Party intends to publish its regular annual or quarterly earnings release or any financial guidance for a current or future period, such Party shall deliver to the other Party copies of substantially final drafts of all related press releases and other statements to be made available by any member of that Party’s Group to employees of any member of that Party’s Group or to the public concerning any matters that could be reasonably likely to have a material financial impact on the earnings, results of operations, financial condition or prospects of any member of the Filtration Group. In addition, prior to the issuance of any such press release or public statement that meets the criteria set forth in the preceding sentence, the issuing Party shall consult with the other Party regarding any changes (other than typographical or other similar minor changes) to such substantially final drafts. Immediately following the issuance thereof, the issuing Party shall deliver to the other Party copies of final drafts of all press releases and other public statements. Filtration shall obtain the written consent of Cummins prior to issuing any press releases or otherwise making public statements with respect to the Transactions or any of the other transactions contemplated hereby and prior to making any filings with any Governmental Entity with respect thereto, unless otherwise required by applicable Law.

(l)            Cooperation on Cummins Filings. Filtration shall cooperate fully, and cause the Filtration Auditors to cooperate fully, with Cummins to the extent requested by Cummins in the preparation of Cummins’ public earnings or other press releases, quarterly reports on Form 10-Q, annual reports to shareholders, annual reports on Form 10-K, any current reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by Cummins with the Commission, any national securities exchange or otherwise made publicly available (collectively, the “Cummins Public Filings”). Filtration agrees to provide to Cummins all information that Cummins requests in connection with any Cummins Public Filings or that, in the judgment of Cummins’ counsel, is required to be disclosed or incorporated by reference therein under any Law. Filtration shall provide such information in a timely manner on the dates requested by Cummins (which may be earlier than the dates on which Filtration otherwise would be required hereunder to have such information available) to enable Cummins to prepare, print and release all Cummins Public Filings on such dates as Cummins shall determine but in no event later than as required by applicable Law. Filtration shall use its commercially reasonable efforts to cause the Filtration Auditors to consent to any reference to them as experts in any Cummins Public Filings required under any Law. If and to the extent requested by Cummins, Filtration shall diligently and promptly review all drafts of such Cummins Public Filings and prepare in a diligent and timely fashion any portion of such Cummins Public Filing pertaining to Filtration. Prior to any printing or public release of any Cummins Public Filing, an appropriate executive officer of Filtration shall, if requested by Cummins, certify that, to his or her knowledge or otherwise to the extent required by applicable Law, the information relating to any member of the Filtration Group or the Filtration Business in such Cummins Public Filing is accurate, true, complete and correct in all material respects and does not contain any untrue statement of material fact. Unless required by Law, Filtration shall not, without Cummins’ prior written consent, publicly release any financial or other information which conflicts with the information with respect to any member of the Filtration Group or the Filtration Business provided by Filtration or that Filtration otherwise has knowledge of that is included in any Cummins Public Filing. Prior to the release or filing thereof, Cummins shall provide Filtration with a draft of any portion of a Cummins Public Filing containing information relating to the Filtration Group and shall give Filtration an opportunity to review such information and comment thereon; provided that Cummins shall determine in its discretion the final form and content of all Cummins Public Filings.

(m)           Meetings with Financial Analysts. Filtration shall notify Cummins reasonably in advance of the date of all scheduled meetings and conference calls to be held between Filtration and members of the investment community (including any financial analysts), and of any conferences to be attended by management of Filtration with members of the investment community, and shall consult with Cummins as to the appropriate timing for all such meetings, calls and conferences. Filtration shall not schedule such meeting or call or attend such conference on any date to which Cummins reasonably objects. The foregoing shall not require Filtration to notify Cummins of one-on-one discussions between management of Filtration and members of the investment community (including any financial analysts).

Section 7.2             Auditors and Audits; Annual Statements and Accounting. Filtration agrees that, during the Applicable Period and, for purposes of Section 7.2(a) only, for so long as Services are being provided under the Transition Services Agreement, Filtration shall comply with the following additional obligations:

(a)           Selection of Filtration Auditors. Unless required by Law or directed by Cummins, Filtration shall not select an accounting firm other than PricewaterhouseCoopers LLP (or its affiliate accounting firms) to serve as its independent certified public accountants (the “Filtration Auditors”) without Cummins’s prior written consent. Notwithstanding the foregoing, Filtration shall obtain the approval of Cummins prior to engaging PricewaterhouseCoopers LLP (or its affiliate accounting firms) for any non-audit services, including any such services that may affect the accounting firm’s independence.

(b)           Audit Timing. Beginning with the 2023 fiscal year, Filtration will use its reasonable best efforts to enable the Filtration Auditors to complete their audit for the most recently completed fiscal year such that they will date their opinion on the Annual Financial Statements on the same date that Cummins’ independent certified public accountants (the “Cummins Auditors”) date their opinion on the Cummins Annual Statements, and to enable Cummins to meet its timetable for the printing, filing and public dissemination of the Cummins Annual Statements, all in accordance with Section 7.1(a) hereof and as required by applicable Law.

(c)           Quarterly Review. Beginning in the second quarter of the 2023 fiscal year, Filtration shall use its reasonable best efforts to enable the Cummins Auditors to complete their quarterly review procedures on the Quarterly Financial Statements on the same date that the Cummins Auditors complete their quarterly review procedures on Cummins’ quarterly financial statements.

(d)           Information Needed by Cummins. Filtration shall provide to Cummins on a timely basis all information that Cummins requires to meet its schedule for the preparation, printing, filing and public dissemination of the Cummins Annual Statements in accordance with Section 7.1(a) and as required by applicable Law. Without limiting the generality of the foregoing, Filtration shall provide all required financial information with respect to the Filtration Group to the Filtration Auditors in a sufficient and reasonable time and in sufficient detail to permit the Filtration Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to the Cummins Auditors with respect to information to be included or contained in the Cummins Annual Statements.

(e)           Access to Filtration Auditors. Filtration shall authorize the Filtration Auditors to make available to the Cummins Auditors both the personnel who performed, or are performing, the annual audit and quarterly reviews of Filtration and work papers related to the annual audit and quarterly reviews of Filtration, in all cases, within a reasonable time prior to the Filtration Auditors’ opinion date, so that the Cummins Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Filtration Auditors as it relates to the Cummins Auditors’ report on Cummins’s financial statements, all within sufficient time to enable Cummins to meet its timetable for the printing, filing and public dissemination of the Cummins Annual Statements.

(f)            Access to Records. Filtration shall provide the Cummins Auditors and Cummins’ other representatives, including Cummins’ internal auditors, with access to the Filtration Group’s books and records so that Cummins may conduct audits relating to the financial statements provided by Filtration under this Agreement as well as to the internal accounting controls and operations of the Filtration Group.

(g)           Operating Review Process. Filtration shall conduct its strategic and operational review process on a schedule that is consistent with that of Cummins’. As a supplement to the information furnished by Filtration to Cummins pursuant to Section 7.1, Filtration shall allow Cummins to conduct its strategic and operational reviews of Filtration through participation in meetings or other activities of the Filtration Board by the Cummins Designees or otherwise as requested by Cummins outside of such meetings or other activities of the Filtration Board. To facilitate Cummins’ participation in the process in this manner, Filtration shall hold all of its regularly scheduled board meetings at which its strategic and operational reviews are discussed within a time frame consistent with Cummins’ strategic and operational review process. Filtration shall also allow Cummins to conduct all other reviews of Filtration’s operations, affairs, finances or results (other than those required to comply with applicable financial reporting requirements or its customary financial reporting practices) through participation in meetings or other activities of the Filtration Board by the Cummins Designees or otherwise as requested by Cummins outside of such meetings or other activities of the Filtration Board. In connection with strategic, operational or other reviews, relevant Cummins personnel other than the Cummins Designees may participate at Cummins’ invitation. Cummins shall notify Filtration in advance of any such additional attendees.

(h)           Notice of Changes. Filtration will give Cummins as much prior notice as reasonably practicable of any proposed determination of, or any significant changes in, Filtration’s accounting estimates or accounting principles from those in effect on the Effective Date. Filtration will consult with Cummins and, if requested by Cummins, Filtration will consult with the Cummins Auditors with respect thereto. Filtration will not make any such determination or changes without Cummins’s prior written consent if such a determination or a change would be sufficiently material to be required to be disclosed in Filtration’s or Cummins’s financial statements as filed with the Commission or otherwise publicly disclosed therein.

(i)            Accounting Changes Requested by Cummins. Notwithstanding Section 7.2(h), Filtration shall make any changes in its accounting practices or accounting principles, including any changes in the interpretation or application of GAAP, that are requested by Cummins in order for Filtration’s accounting practices and principles to be consistent with those of Cummins.

(j)            Special Reports of Deficiencies or Violations. Filtration shall report in reasonable detail to Cummins the following events or circumstances promptly (and in any event within forty-eight (48) hours) after any executive officer of Filtration or any member of the Filtration Board becomes aware of such matter: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect Filtration’s ability to record, process, summarize and report financial information; (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Filtration’s internal controls over financial reporting; (iii) any illegal act within the meaning of Section 10A(b) and (f) of the Exchange Act; and (iv) any other material violation of Law (including any violation of law that an attorney representing any member of the Filtration Group has formally reported to any officers or directors of Filtration pursuant to the Commission’s attorney conduct rules (17 C.F.R. Part 205)).

Section 7.3             Filtration Board Representation.

(a)           Cummins Designees. From the Effective Date until the Disposition Date, Cummins shall have the right to designate for nomination by the Filtration Board (or any nominating committee thereof) for election to the Filtration Board (each person so designated, a “Cummins Designee”) up to a majority of the members of the Filtration Board and the right to designate the Chairman of the Board. For so long as the Cummins Group Beneficially Owns shares of Filtration Common Stock representing, in the aggregate, less than a majority but at least ten percent (10%) of the total voting power of the then outstanding Filtration Voting Stock, Cummins shall have the right to designate for nomination by the Filtration Board (or any nominating committee thereof) for election to the Filtration Board up to a proportionate number of Cummins Designees to the Filtration Board, as calculated in accordance with Section 7.3(d). Each of the Cummins Designees shall, and Cummins shall direct each of the Cummins Designees to, undertake in writing to submit such Cummins Designee’s resignation from the Filtration Board on the earlier of (i) the date when the Cummins Group Beneficially Owns shares of Filtration Common Stock representing, in the aggregate, less than 10% of the total voting power of the then outstanding Filtration Voting Stock, with such resignations taking effect on the date that the Filtration Board accepts such resignations, or (ii) in case of any Cummins Designee who is an Overlapping Director not otherwise permitted to continue serving on the Filtration Board pursuant to Section 7.3(e), the Disposition Date, with such resignation effective as of the Disposition Date; provided, however, that before the Disposition Date, the Parties may mutually agree in writing on one Cummins Designee who shall not be required to deliver such resignation to the extent such Cummins Designee would not constitute an Overlapping Director prohibited by Section 7.3(e). Notwithstanding anything to the contrary set forth herein, Filtration’s obligations with respect to the election or appointment of Cummins Designees (A) shall be limited to the obligations set forth under this Section 7.3 and (B) shall be further limited by Filtration’s compliance with Law and any applicable Commission or stock exchange director independence requirements (giving effect to any “controlled company” exemption applicable thereto), provided that Filtration otherwise exercises reasonable best efforts to comply therewith. Cummins, in its discretion, may determine to designate fewer than its maximum number of Cummins Designees, although any such determination may be changed at any time by Cummins. As of the Effective Date, the initial Cummins Designees serving on the Filtration Board are set forth on Schedule 7.3(a).

(b)           Controlled Company Exemptions. Until the Disposition Date, Filtration shall, to the extent required by Cummins, take advantage of all available “controlled company” exemptions under the rules of the stock exchange on which Filtration’s shares are listed, including exemptions from compliance with certain corporate governance requirements relating to director independence. Commencing with the annual meeting of stockholders of Filtration to be held in 2023 and prior to each annual meeting of stockholders of Filtration thereafter, Cummins shall be entitled to present to the Filtration Board or any nominating committee thereof for nomination thereby such number of Cummins Designees for election to the Filtration Board (or if there is a classified board, the class of directors up for election) at such annual meeting as would result in Cummins having the appropriate number of Cummins Designees on the Filtration Board as determined pursuant to this Section 7.3.

(c)           Nomination of Cummins Designees. Filtration and the Filtration Board shall exercise all authority under applicable Law to cause all Cummins Designees to be nominated for election as members of the Filtration Board by the Filtration Board (or any nominating committee thereof). Filtration and the Filtration Board shall cause each Cummins Designee for election to the Filtration Board to be included in the slate of nominees recommended by the Filtration Board to holders of Filtration Common Stock (including at any special meeting of stockholders held for the election of directors) and shall use reasonable best efforts to cause the election of each such Cummins Designee, including soliciting proxies in favor of the election of such persons. In the event that any Cummins Designee elected to the Filtration Board shall cease to serve as a director for any reason, the vacancy resulting therefrom shall be filled by the Filtration Board with a substitute Cummins Designee. In the event that, as a result of any increase in the size of the Filtration Board, Cummins is entitled to have one or more additional Cummins Designees elected to the Filtration Board pursuant to this Section 7.3, the Filtration Board shall appoint the appropriate number of such additional Cummins Designees.

(d)           Proportional Representation. If at any time the Cummins Group Beneficially Owns shares of Filtration Common Stock representing, in the aggregate, less than a majority but at least 10% of the total voting power of the then outstanding Filtration Voting Stock, the number of persons Cummins shall be entitled to designate for nomination by the Filtration Board (or any nominating committee thereof) for election to the Filtration Board shall be equal to the number of directors computed using the following formula (rounded to the nearest whole number): the product of (i) the percentage of the total voting power of the then outstanding Filtration Voting Stock Beneficially Owned by the Cummins Group and (ii) the number of directors then on the Filtration Board (assuming no vacancies exist). Notwithstanding the foregoing, if the calculation set forth in the foregoing sentence would result in Cummins being entitled to elect a majority of the members of the Filtration Board solely as a result of rounding, the formula will be recalculated with the product being rounded down to the nearest whole number; provided, however, that, if the Cummins Group, at any time, acquires additional shares of Filtration Common Stock such that the Cummins Group Beneficially Owns shares of Filtration Common Stock representing, in the aggregate, a majority of the total voting power of the then outstanding Filtration Voting Stock, then the number of persons Cummins shall be entitled to designate for nomination by the Filtration Board (or any nominating committee thereof) for election to the Filtration Board shall be adjusted upward, if appropriate as a result of rounding, in accordance with the provisions of this Section 7.3(d). If the number of Cummins Designees serving on the Filtration Board exceeds the number determined pursuant to the foregoing sentences of this Section 7.3(d) (such difference being herein called the “Excess Director Number”), then Cummins in its discretion shall instruct such Cummins Designees (the number of which designees shall be equal to the Excess Director Number) to promptly resign from the Filtration Board, and, to the extent such persons do not so resign, Cummins shall assist Filtration in increasing the size of the Filtration Board, so that after giving effect to such increase, the number of Cummins Designees on the Filtration Board is in accordance with the provisions of this Section 7.3(d). Cummins, in its discretion, may determine to designate fewer than its maximum number of Cummins Designees, although any such determination may be changed at any time by Cummins.

(e)           Overlapping Directors. Notwithstanding anything to the contrary set forth herein, from and after the Disposition Date, (i) in no event will the Filtration Board include more than one Overlapping Director, and (ii) to the extent there is an Overlapping Director, such Overlapping Director will represent no more than a minority share of the overall composition of either the Cummins Board or the Filtration Board.

Section 7.4             Committees. As of the Effective Date and at all times until the Disposition Date, any committee of the Filtration Board shall, unless Cummins directs or consents otherwise, be composed of directors at least a majority of which are Cummins Designees; provided that the appointment and service of the Cummins Designees on any committee of the Filtration Board shall comply with the applicable director independence requirements under applicable Law, after taking into account all available “controlled company” exemptions under the rules of the stock exchange on which Filtration’s shares are listed. As of the Effective Date and at all times until such time as the Cummins Group Beneficially Owns shares of Filtration Common Stock representing, in the aggregate, less than a majority but at least 10% of the total voting power of the then outstanding Filtration Voting Stock, each committee of the Filtration Board shall, unless Cummins directs or consents otherwise, include at least one Cummins Designee; provided that the appointment and service of the Cummins Designees on any committee of the Filtration Board shall comply with the applicable director independence requirements under applicable Law.

Section 7.5             Other Covenants. In addition to the other covenants contained in this Agreement and the Ancillary Agreements, Filtration hereby covenants and agrees that, until the Disposition Date:

(a)           No Restrictions on Transfer. Filtration shall not, without the prior written consent of Cummins, take, or cause to be taken, directly or indirectly, any action, including making or failing to make any election under the Law of any state, which has the effect, directly or indirectly, of restricting or limiting the ability of Cummins to freely sell, transfer, assign, pledge or otherwise dispose of shares of Filtration Common Stock or would restrict or limit the rights of any transferee of Cummins as a holder of Filtration Common Stock. Without limiting the generality of the foregoing, Filtration shall not, without the prior written consent of Cummins, (i) adopt or thereafter amend, supplement, restate, modify or alter any stockholder rights plan in any manner that would result in (A) an increase in the ownership of Filtration Common Stock by Cummins causing the rights thereunder to detach or become exercisable or (B) Cummins and its transferees not being entitled to the same rights thereunder as other holders of Filtration Common Stock; or (ii) take any action, or take any action to recommend to its stockholders any action, which would, among other things, limit the legal rights of, or deny any benefit to, Cummins as a Filtration stockholder either (1) solely as a result of the amount of Filtration Common Stock owned by Cummins or (2) in a manner not applicable to Filtration stockholders generally.

(b)           Maintenance of Cummins Ownership Position. Except with respect to 333,191 shares of Filtration Common Stock approved by the Filtration Board (or a committee thereof) and its stockholder pursuant to the Atmus Filtration Technologies Inc. 2022 Omnibus Incentive Plan and Sections 4.3 and 4.5 of the Employee Matters Agreement, Filtration shall not, without the prior written consent of Cummins, issue any Filtration Securities; provided, however, that in no case shall any issuance (including any issuance of Filtration Securities pursuant to the Atmus Filtration Technologies Inc. 2022 Omnibus Incentive Plan or any other benefit plans or arrangements approved by the Filtration Board) result in Cummins owning, whether Beneficially Owning or in any other respect, directly or indirectly less than (i) a majority of the outstanding shares of Filtration Common Stock or (ii) 80% of the total voting power of the then outstanding Filtration Voting Stock. Prior to the Disposition Date, Filtration shall not, without the prior written consent of Cummins, issue any share of Filtration Non-Voting Stock.

(c)           Compliance with Certain Contracts. To the extent that Cummins is a party to any Contracts that provide that certain actions or inactions of Cummins Affiliates (which for purposes of such Contract include any member of the Filtration Group) may result in Cummins being in breach of or in default under such Contracts and Cummins has advised Filtration of the existence, and has furnished Filtration with copies, of such Contracts (or the relevant portions thereof), Filtration shall not take or fail to take, as applicable, and Filtration shall cause the other members of the Filtration Group not to take or fail to take, as applicable, any actions that would or could reasonably be expected to result in Cummins being in breach of or in default under any such Contract. The Parties acknowledge and agree that, from time to time, Cummins may in good faith enter into additional Contracts or amendments to existing Contracts that provide that certain actions or inactions of Cummins Subsidiaries or Affiliates (including, for purposes of this Section 7.5(c), members of the Filtration Group) may result in Cummins being in breach of or in default under such Contracts. Cummins shall promptly provide Filtration with notice of such additional Contracts or amendments to existing Contracts. In such event, Filtration shall not thereafter take or fail to take, as applicable, and Filtration shall cause the other members of the Filtration Group not to take or fail to take, as applicable, any actions that would or could reasonably be expected to result in Cummins being in breach of or in default under any such additional Contracts or amendments to existing Contracts. Cummins acknowledges and agrees that Filtration shall not be deemed in breach of this Section 7.5(c) to the extent that, prior to being notified by Cummins of an additional Contract or an amendment to an existing Contract pursuant to this Section 7.5(c), a Filtration Group member already has taken or failed to take one or more actions that would otherwise constitute a breach of this Section 7.5(c) had such action(s) or inaction(s) occurred after such notification; provided that Filtration does not, after notification by Cummins, take any further action or fail to take any action that contributes further to such breach or default. Filtration agrees that any Information provided to it pursuant to this Section 7.5(c) will constitute Information that is subject to Filtration’s obligations under Article VI.

(d)           Prohibition on Certain Contracts. No member of the Filtration Group shall enter into any Contract that purports to bind or impose any obligations or Liabilities (including any non-competition, exclusivity, non-solicitation or similar obligations) on any member of the Cummins Group (or any director, officer or employee of any member of the Cummins Group).

(e)           Maintenance of Filtration Entities. No member of the Filtration Group shall dissolve, liquidate or wind up, or consolidate or merge with or into any Person.

(f)            No Amendments to Charter or Bylaws. Filtration shall not alter, amend, terminate or repeal, or adopt any provision inconsistent with, in each case, whether directly or indirectly, or by merger, consolidation or otherwise, the Charter or the Bylaws.

(g)           Covenants Related to Transition Services. For the duration of the Transition Services Agreement (but only to the extent that the Services provided by Cummins under the Transition Services Agreement relate to making payments on Filtration’s behalf, maintenance of books and records, or otherwise present, in Cummins’s judgment, a potential risk to Cummins under any applicable anti-corruption Law):

(i)           Filtration shall not, and shall cause each other member of the Filtration Group not to, take any action directly or indirectly to (A) offer or pay, or authorize the offer or payment of, any money or anything of value, or (B) accept any payment referred to in clause (A), in each case, in order to improperly or corruptly seek to influence any Government Official or any other Person in order to gain an improper advantage;

(ii)          Filtration shall, and shall cause each other member of the Filtration Group to, implement, maintain and enforce a compliance and ethics program in substance and form and effectiveness reasonably equivalent in all material respects to Cummins’ compliance and ethics program, designed to prevent and detect violations of applicable anti-corruption Laws throughout its operations (including Subsidiaries) and the operations of its contractors and sub-contractors; and

(iii)         Filtration shall, and shall cause each other member of the Filtration Group to, implement, maintain and enforce a system of adequate internal accounting controls designed to ensure the making and keeping of fair and accurate books, records and accounts.

Section 7.6             Cummins Policies and Procedures. Prior to the Disposition Date and except as (a) otherwise agreed between the Parties from time to time or (b) set forth in any Ancillary Agreement, Filtration shall consistently implement and maintain, in all material respects, Cummins’ business practices and standards substantially in accordance with the Cummins’ policies and procedures in effect as of the Effective Date, as the same may be amended or supplemented by Cummins from time to time (and, in any such event, Cummins shall provide notice to Filtration of any such amendment or supplement in accordance with Section 10.6). Notwithstanding the foregoing, Filtration may apply materiality thresholds that are lower than those contained in any such Cummins’ policy and procedure. Notwithstanding any provisions of this Section 7.6 to the contrary, in circumstances where a provision of the Charter or the Bylaws or any Ancillary Agreement, on the one hand, and a Cummins’ policy applicable to Subsidiaries of Cummins, on the other hand, would each apply, the provision in the Charter or the Bylaws or the Ancillary Agreement shall control with respect to Filtration and its Subsidiaries. For the avoidance of doubt, it is understood and agreed that neither Cummins nor any member of the Cummins Group shall be subject to any policies or procedures implemented by Filtration, including any policies, procedures or limitations (other than any applicable Laws) with respect to trading in any Filtration Securities.

Section 7.7             Covenants Regarding the Incurrence of Indebtedness. From the Effective Date until the Disposition Date, Filtration shall not, and Filtration shall not permit any other member of the Filtration Group to, without Cummins’s prior written consent, directly or indirectly, incur, or enter into any agreement or other arrangement pursuant to which it agrees to incur, any Filtration Debt Obligations other than pursuant to Filtration Financing Arrangements and such other unsecured and uncommitted lines of credit made available to members of the Filtration Group as of the Effective Date. Filtration shall notify Cummins in writing as promptly as practicable following the time it or any other member of the Filtration Group determines it wishes to incur any Filtration Debt Obligations for which Cummins’s prior written consent is required.

Section 7.8             Applicability of Rights in the Event of an Acquisition of Filtration. In the event that Filtration merges into, consolidates, sells substantially all of its assets to or otherwise becomes an Affiliate of a Person (other than Cummins), pursuant to a transaction or series of related transactions in which Cummins or any member of the Cummins Group receives equity securities of such Person (or of any Affiliate of such Person) in exchange for Filtration Common Stock held by Cummins or any member of the Cummins Group, all of the rights of Cummins set forth in this Article VII shall continue in full force and effect and shall apply to the Person the equity securities of which are received by Cummins pursuant to such transaction or series of related transactions (it being understood that all other provisions of this Agreement shall apply to Filtration notwithstanding this Section 7.8). Subject to, and without limiting, Section 7.5(e), Filtration shall not enter into any Contract which would have the effect set forth in the first clause of the preceding sentence, unless such Person agrees to be bound by the foregoing provision.

Section 7.9             Transfer of Cummins’s Rights Under Article VII. Cummins may transfer all or any portion of its rights under this Article VII to a transferee of any Filtration Common Stock from any member of the Cummins Group (a “Cummins Transferee”) holding at least 10% of the voting power of all of the outstanding shares of Filtration Voting Stock. Cummins shall give written notice to Filtration of its transfer of rights under this Article VII no later than thirty (30) days after Cummins enters into a binding agreement for such transfer of rights. Such notice shall state the name and address of the Cummins Transferee and identify the amount of Filtration Common Stock transferred and the scope of rights being transferred under this Article VII. In connection with any such transfer, the term “Cummins” as used in this Article VII shall, where appropriate to give effect to the assignment of rights and obligations hereunder to such Cummins Transferee, be deemed to refer to such Cummins Transferee. Cummins and any Cummins Transferee may exercise the rights under this Article VII in such priority, as among themselves, as they shall agree upon among themselves, and Filtration shall observe any such agreement of which it shall have notice as provided above.

ARTICLE VIII DISPUTE RESOLUTION

Section 8.1             Negotiation. In the event of any controversy, dispute or Action arising out of, in connection with, or related to the this Agreement or any Ancillary Agreement, or the transactions contemplated hereby or thereby, including any Action based on contract, tort, statute or constitutional interpretation, any Party’s or its Group member’s performance, nonperformance, and the validity or any Party’s or its applicable Group member’s breach of this Agreement or any Ancillary Agreement (collectively, “Disputes”), the general counsels of the Parties (or such other individuals designated by the respective general counsels) or the executive officers designated by the Parties shall negotiate for a reasonable period of time to settle such Dispute; provided that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed sixty (60) days (the “Negotiation Period”) from the time of receipt by a Party of written notice of such Dispute (“Dispute Notice”).

Section 8.2             Mediation; Further Remedies. If a Dispute has not been resolved pursuant to Section 8.1 for any reason by the expiration of the Negotiation Period, then the Parties shall submit such Dispute to mediation conducted in accordance with the Commercial Mediation Procedures of the American Arbitration Association (“AAA”) as then in effect. For such mediation, the Parties shall agree to select one mediator from the AAA’s Panel of Mediators; provided, however, that if the Parties are unable to agree on a single, mutually agreeable mediator within thirty (30) days following the submission of the Dispute to the AAA, then the AAA shall select the mediator from the AAA’s Panel of Mediators. The mediation shall take place in a forum or medium agreed upon by the general counsels of the Parties (or such other individuals designated by the respective general counsels) or the executive officers designated by the Parties. Either Party at the commencement of the mediation may ask the mediator to provide to the Parties in attendance the mediator’s summary and evaluation of the Dispute and the Parties’ relative positions. A mediator appointed pursuant to this Section 8.2 may consolidate a mediation under this Agreement with any mediation arising under or relating to the Ancillary Agreements or any other agreement between the Parties entered into pursuant hereto, as the case may be, if the subject of the Disputes thereunder arises out of or relates essentially to the same set of facts or transactions. Such consolidated mediation shall be determined by the mediator appointed first in time. If a Dispute has not been resolved by mediation within sixty (60) days following the selection and appointment of a mediator in accordance with this Section 8.2, then either Party shall be entitled to pursue such remedies as may be available to it at law or equity otherwise in accordance with the terms of this Agreement.

Section 8.3             Interim Relief. Notwithstanding anything to the contrary in Section 8.1 or Section 8.2, each Party shall have the right to obtain any injunction, attachment, interim or conservatory measure or other order or equitable remedy from a court of competent jurisdiction in aid of negotiation, mediation or final resolution of a Dispute (“Interim Relief”). The Parties shall exclusively submit any application for Interim Relief in accordance with Section 10.17.

Section 8.4             Specific Performance. From and after the Effective Date, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Parties agree that the Party or Parties to this Agreement or such Ancillary Agreement who are or are to be thereby aggrieved shall, subject and pursuant to the terms of this Article VIII (including, for the avoidance of doubt, after compliance with all notice and negotiation provisions herein but subject to rights to any Interim Relief), have the right to specific performance and injunctive or other equitable relief of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Effective Date, the remedies at law for any breach or threatened breach of this Agreement or any Ancillary Agreement, including monetary damages, are inadequate compensation for any Indemnifiable Loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 8.5             Confidentiality; Settlements; Defenses. The Parties agree that any Disputes shall be kept confidential, and that the existence of any negotiations or mediations pursuant to Section 8.1 and Section 8.2, and all elements (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) of and communications made during or in furtherance of any such negotiations or mediations, shall be deemed inadmissible in any proceeding and confidential, and shall not be disclosed beyond the AAA (to the extent necessary for appointing a meditator pursuant to Section 8.2), the applicable mediator appointed pursuant to Section 8.2, the Parties, their counsel, and any Person necessary to the conduct of the negotiations or mediations, in each case except as and to the extent required by Law or to defend or pursue any legal right to the extent otherwise permitted by Article VI. In the event any Party makes application to any court in connection with Section 8.2, Section 8.3 or Section 8.4 (including any proceedings to enforce a final award or any Interim Relief), then each Party shall take all steps reasonably within its power to maintain and protect the confidentiality of, and receive confidential treatment for, any information or communications (including trade secrets; sensitive proprietary information; sensitive financial, business, or personnel information) to the fullest extent permitted under applicable court rule, including by causing such application and any exhibits to be filed under seal, opposing any challenge by any third party to review such information or unseal any filings, and giving the other Party notice of any such challenge as soon as practicable. The settlement of any Dispute pursuant to this Article VIII and communications made during or in furtherance of any such settlement shall be confidential, and no written or oral communications or offers made by the Parties or their representatives during such settlement negotiations pursuant to this Article VIII shall be admissible for any purpose in any proceeding, including any mediation pursuant to Section 8.2; provided further, that, in the event of any mediation in accordance with Section 8.2, any Interim Relief sought pursuant to Section 8.3, or any other proceeding, the Parties and their respective Group Members shall not assert, and hereby waive, any defense of statute of limitations or laches to the extent based on the passage of time during the period beginning after the date of receipt of the Dispute Notice, and any contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Dispute relates that occurs after the Dispute Notice is received shall not be deemed to have passed until such Dispute has been resolved.

Section 8.6             Continuity of Service and Performance. Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of any Dispute resolution pursuant to the provisions of this Article VIII with respect to all matters not subject to such Dispute resolution.

ARTICLE IX INSURANCE

Section 9.1             Insurance Matters.

(a)           Access to Cummins Shared Policies. From and after the Effective Time and until the Disposition Date, Filtration and the other members of the Filtration Group shall continue to be insured on the terms, and subject to the limits under, the Cummins Shared Policies and no other Policies of any Cummins Group member and shall be entitled to receive coverage to the extent permitted under the applicable Cummins Shared Policies, with such insurance and coverage subject to the following additional conditions:

(i)           Filtration shall notify Cummins in writing of any potential claim by any member of the Filtration Group under any of the Cummins Shared Policies within a reasonable period after the claim event (and in any case no later than thirty (30) days after such event), and Cummins shall determine whether and, if so, when and how, to report any such claim to the applicable insurer, and whether and, if so, when and how, to pursue coverage for such claim, and Cummins shall provide a copy of all notices to such insurers to Filtration, provided that, with respect to each such claim, (A) Filtration shall timely provide Cummins with all relevant information and documents within any Filtration Group member’s possession, custody or control regarding the claim and otherwise reasonably cooperate, and cause each other Filtration Group member to reasonably cooperate, with respect to the pursuit of coverage from any applicable insurer and (B) without limiting Cummins’s discretion with respect to such claim, Cummins shall consult with Filtration with regard to the timing of the reporting and submission of such claim;

(ii)          If and to the extent that members of the Filtration Group are the sole entities recovering insurance proceeds under one or more of the Cummins Shared Policies, as applicable, in respect of a particular claim for coverage, Filtration shall exclusively bear and be responsible for and pay the applicable insurers or Cummins as required under the applicable Cummins Shared Policies any and all costs as a result of having access to, or making claims under, such Cummins Shared Policies, including any deductibles and self-insured retention associated with such claims, claim handling and administrative costs, collateral requirements and costs, Taxes, surcharges, premiums, state assessments, reinsurance costs, and other related costs, relating to all open, closed or re-opened claims covered by the applicable Cummins Shared Policies, whether such claims are made by Filtration, another member of the Filtration Group, any employee of the Filtration Group or any other Person, and Filtration shall indemnify any Cummins Indemnitees for any such costs incurred by any Cummins Indemnitees to the extent resulting from any access to, or any claims made by a member of the Filtration Group under, any Cummins Shared Policies pursuant to this Section 9.1(a). If Cummins and Filtration jointly make a claim for coverage under the Cummins Shared Policies for amounts that have been or may in the future be incurred partially by the Cummins Group and partially by the Filtration Group, then, at the reasonable discretion of Cummins, any insurance recovery resulting therefrom may first be allocated to reimburse the Cummins Group or the Filtration Group, as applicable, for their respective costs, legal and consulting fees, and other out-of-pocket expenses incurred in pursuing such insurance recovery, with the remaining net proceeds from the insurance recovery to be allocated as between Cummins and Filtration in a manner at the reasonable discretion of Cummins;

(iii)         Filtration shall exclusively bear and be liable for (and no member of the Cummins Group shall have any obligation to repay or reimburse any member of the Filtration Group for) all self-insured retentions or uninsured, uncovered, unavailable or uncollectible amounts, incurred from and after the Effective Time, for every and all such claims for which coverage is pursued by Filtration or any other Filtration Group member under any Cummins Shared Policies as provided for in this Section 9.1(a); and

(iv)         In connection with the making of any joint claim by any member of the Filtration Group with any member of the Cummins Group under any Cummins Shared Policy pursuant to this Section 9.1(a), Cummins shall control the administration of all such claims, including the timing of any assertion and pursuit of coverage, and Filtration shall not, and shall cause each other member of the Filtration Group not to, take any action that would be reasonably likely to (A) have an adverse impact on the then-current relationship between the Cummins Group and the applicable insurer; (B) result in the applicable insurer terminating or reducing coverage to the Cummins Group or the Filtration Group, or increasing the amount of any premium owed by Cummins under the applicable Cummins Shared Policies; (C) otherwise compromise, jeopardize or interfere with the rights of any Cummins Group member under the applicable Cummins Shared Policies; or (D) otherwise compromise or impair Cummins’s or any other Cummins Group member’s ability to enforce its rights with respect to any indemnification under or arising out of this Agreement, and Cummins shall have the right, in its discretion, to cause any Filtration Group member to desist from any action that Cummins determines, in its discretion, would compromise or impair any Cummins Group member’s rights in accordance with this clause (D). With respect to such joint claims, at all times, Cummins and Filtration shall, subject to the limitations set forth in Section 6.5, cooperate with reasonable requests for information by the other Party or the insurers regarding any such insurance policy claim.

(b)           Director and Officer Coverage. From and after the Effective Time, (i) no director, officer, agent or employee of Filtration or any other member of the Filtration Group who served, or continues to serve after the Effective Time, as a director, officer, agent or employee of Cummins or any other member of the Cummins Group shall be entitled to pursue coverage under the director and officer liability insurance Policies maintained by Cummins or any member of the Cummins Group (collectively, “Cummins D&O Insurance Policies”) unless such director, officer, agent or employee was acting in his or her respective capacity as a director, officer, agent or employee of Cummins or any other member of the Cummins Group in respect of the alleged acts or omissions for which such director, officer, agent or employee seeks coverage and then only to the extent that such Cummins D&O Insurance Policies provide such coverage and otherwise subject to the terms and conditions of such Cummins D&O Insurance Policies and Section 9.1(a)(i) through (a)(iv) applied mutatis mutandis to the Cummins D&O Insurance Policies, and (ii) no director, officer, agent or employee of Filtration or any other member of the Filtration Group shall otherwise be entitled to pursue any coverage under any Cummins D&O Insurance Policy.

(c)           Payment of Expenses. Any payments, costs and adjustments required pursuant to Section 9.1(a) shall, at Cummins’s election, either be billed by Cummins to Filtration on a monthly basis and Filtration shall pay such billed payments, costs and adjustments to Cummins within sixty (60) days from receipt of invoice, or billed directly by the applicable third party to Filtration. If Cummins incurs costs to enforce Filtration’s obligations under this Section 9.1, Filtration agrees to indemnify Cummins for such enforcement costs, including reasonable attorneys’ fees.

(d)           Self-Insurance; Captive Insurance. Notwithstanding any provision of this Agreement to the contrary, except to the extent expressly provided pursuant to a Cummins Shared Policy pursuant to Section 9.1(a), from and after the Effective Time, neither Filtration nor any member of the Filtration Group shall have any rights or claims against or with respect to any self-insurance or captive insurance company arrangement of Cummins or any member of the Cummins Group. Subject to immediately preceding sentence, as of the Effective Time, Filtration, for itself and each other member of the Filtration Group does hereby remise, release and forever discharge any rights or claims against Cummins and the other members of the Cummins Group with respect to any self-insurance or captive insurance company arrangement of Cummins or any other member of the Cummins Group.

(e)           Required Insurance at the Effective Time and the Disposition Date. Notwithstanding any provision of this Section 9.1 to the contrary, (i) at the Effective Time, Filtration shall have in effect (A) all Policies required for the Filtration Group members to comply with their respective obligations under applicable Law to the extent such compliance is not achieved through access to the Cummins Shared Policies pursuant to Section 9.1(a) and (B) all Policies described in Schedule 9.1(e)(i), and (ii) from and after the Disposition Date, (A) all coverage under all Cummins Shared Policies shall continue in force only for the benefit of Cummins Group members and not for the benefit of any Filtration Group member, (B) Filtration shall arrange for its own Policies covering all periods (whether prior to or following the Disposition Date) and agrees not to seek, through any means, benefit from any of any Policies of any member of the Cummins Group or Cummins Shared Policy that may provide coverage for claims relating in any way to the Filtration Business or the Filtration Group and (C) Filtration shall have in effect all Policies required for the Filtration Group members to comply with their respective obligations under applicable Law or reasonably necessary to address the risks, liabilities and exposures of the Filtration Business.

(f)            No Assignment. This Agreement shall be considered neither an attempted assignment of any Policy, including any Cummins Shared Policy, in its entirety, nor itself a contract of insurance, and this Agreement is not intended to and does not waive any right or remedy of Cummins under or with respect to any of the Cummins Shared Policies or any other Policy, and Cummins reserves all of its rights under such Policies.

(g)           Unreimbursed Claims. Cummins shall not be liable to any Filtration Group member for claims not reimbursed by insurers for any reason not within the control of Cummins, including coinsurance provisions, deductibles, quota share deductibles, exhaustion of aggregates, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Cummins Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by Cummins or any defect in such claim or its processing.

(h)           Joint Action. In the event that Insured Claims of more than one Party exist relating to the same occurrence, the relevant Parties shall jointly defend and waive any conflict of interest to the extent necessary to the conduct of the joint defense; provided, however, that this Section 9.1(h) shall not be construed to limit or otherwise alter in any way the obligations of the Parties, including those obligations under Article V, created by this Agreement, by operation of Law or otherwise. In the event of any Action by any Party (or both of the Parties) to recover or obtain insurance proceeds, or to defend against any Action by an insurance carrier to deny any Policy benefits, both Parties may join in any such Action and be represented by joint counsel and both Parties shall waive any conflict of interest to the extent necessary to conduct any such Action; provided, however, that this Section 9.1(h) shall not be construed to limit or otherwise alter in any way the obligations of the Parties, including those obligations under Article V, created by this Agreement, by operation of Law or otherwise.

(i)            Released Insurance Matters. Notwithstanding any provisions of this Section 9.1 to the contrary, to the extent Cummins has entered into or agrees to enter into, whether on its own or with respect to the any arrangement provided for under this Section 9.1, any settlement agreement or other arrangement with any insurance provider regarding coverage under any Cummins Shared Policy (collectively, the “Released Insurance Matters”), Filtration shall, and shall cause each of other member of the Filtration Group to, (i) abide by the terms of and, to the extent required, consent to, any such settlement or arrangement relating to the Released Insurance Matters as a condition to receiving any coverage under any Cummins Shared Policy, (ii) have no rights to any such coverage under any Cummins Shared Policies with respect to any Released Insurance Matters and (iii) make no claims under any Cummins Shared Policies with respect to any Released Insurance Matters.

Section 9.2             Certain Matters Relating to Filtration’s Organizational Documents. From the Effective Time until the date that is six (6) years after the Disposition Date, the certificate of incorporation and bylaws of Filtration shall contain provisions no less favorable with respect to indemnification of directors and officers than those set forth in the Charter and Bylaws, which provisions shall not be amended, repealed or otherwise modified during such period in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were indemnified under the Charter or Bylaws, unless such amendment, repeal or other modification shall be required by Law and then only to the minimum extent required by Law or approved by Filtration’s stockholders.

Section 9.3             Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Filtration and its Subsidiaries designated by Cummins or its Affiliates (the “Cummins D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses or insurance provided by Cummins or certain of its Affiliates (collectively, the “Cummins Indemnitors”) in connection with their service as directors or officers of Filtration or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses or insurance provided by any Cummins Indemnitor, following the Effective Time, (a) Filtration is the indemnitor of first resort, by which is meant, without limitation, that Filtration’s obligations to the Cummins D&O Indemnitees are primary and any obligation of the Cummins Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Cummins D&O Indemnitee are secondary, (b) Filtration shall be required to advance the full amount of expenses incurred by the Cummins D&O Indemnitees and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, any other agreement between Filtration and the Cummins D&O Indemnitees or the certificate of incorporation or bylaws of Filtration and (c) Filtration hereby irrevocably waives, relinquishes and releases each of the Cummins Indemnitors from any and all claims against any of the Cummins Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof, including under any Cummins D&O Insurance Policies. In addition, notwithstanding any advancement or payment by the Cummins Indemnitors to or on behalf of any Cummins D&O Indemnitee with respect to any claim for which a Cummins D&O Indemnitee has sought or may seek indemnification from Filtration, (i) Filtration’s obligations hereunder shall not be affected, (ii) the Cummins Indemnitors shall have a right of contribution or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Cummins D&O Indemnitee, as applicable, against Filtration and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred by any Cummins D&O Indemnitee in connection with his or her service as a director or officer of Filtration or any of its Subsidiaries shall constitute Filtration Liabilities.

ARTICLE X MISCELLANEOUS

Section 10.1           Entire Agreement; Construction. This Agreement, including the Exhibits and Schedules hereto, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event and to the extent that there shall be a conflict between the provisions of (a) this Agreement and the provisions of any Ancillary Agreement or Continuing Arrangement, such Ancillary Agreement or Continuing Arrangement shall control (except with respect to any Conveyancing and Assumption Instruments, in which case this Agreement shall control) and (b) this Agreement and any agreement which is not an Ancillary Agreement, this Agreement shall control unless expressly stated otherwise in such other agreement. For the avoidance of doubt, the Conveyancing and Assumption Instruments are intended to be ministerial in nature and only to effect the transactions contemplated by this Agreement with respect to the applicable local jurisdiction and shall not expand or modify the rights and obligations of the Parties or their Affiliates under this Agreement or any of the Ancillary Agreements that are not Conveyancing and Assumption Instruments.

Section 10.2           Ancillary Agreements. Except as expressly set forth herein (including Section 10.1), this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

Section 10.3           Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

Section 10.4           Survival of Agreements. Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement and each Ancillary Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 10.5           Expenses.

(a)           Allocation of Advisor Expenses. Except as otherwise expressly provided in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, from and after the Effective Time, (i) all Transaction Taxes (subject to the Tax Matters Agreement) and out-of-pocket fees and expenses incurred at or prior to the Disposition Date by any member of the Cummins Group or the Filtration Group for third party accounting, consulting, advisor, banking or legal fees, costs or expenses in connection with, or as required by, the preparation of this Agreement, any Ancillary Agreement and the IPO Registration Statement and the consummation of the Internal Reorganization, the Contribution, the Distribution and the IPO shall be borne and paid by Cummins, including as described on Schedule 10.5(a)(i), and (ii) all other fees and expenses incurred at or prior to the Effective Time by any member of the Cummins Group or the Filtration Group in connection with, or as required by, the execution, delivery and implementation of this Agreement, any Ancillary Agreement and the IPO Registration Statement and the consummation of the Internal Reorganization, the Contribution and the IPO shall constitute Filtration Liabilities and be borne and paid by Filtration including as described on Schedule 10.5(a)(ii).

(b)           Filtration Expenses Generally. Except as set forth in Section 10.5(a) or to the extent such fees and expenses are incurred in connection with services expressly requested by Cummins in writing following the Effective Time, the Cummins Group shall have no responsibility for, and Filtration shall indemnify the Cummins Group in respect of, any fees and expenses incurred by any Filtration Group member or any Cummins Group member or otherwise allocated as Filtration Liabilities following the Effective Time in connection with, or as required by, the preparation, execution, delivery and implementation of this Agreement, any Ancillary Agreement and the IPO Registration Statement, and the consummation of the Internal Reorganization, the Contribution and the IPO.

(c)           Assignment Expenses. Except as otherwise expressly provided in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, any costs and expenses incurred in obtaining any Consents or novation from a third party in connection with the assignment to or assumption by a Party or its Subsidiary of any Contracts in connection with the Internal Reorganization, the Contribution or the IPO shall be borne by the Party or its Subsidiary to which such Contract is being assigned.

(d)           Additional Expenses. Except as set forth in Section 10.5(b), with respect to any expenses incurred pursuant to a request for further assurances granted under Section 2.8, the Parties agree that any and all fees and expenses incurred by either Party shall be borne and paid by the requesting Party; it being understood that no Party shall be obliged to incur any third party accounting, consulting, advisor, banking or legal fees, costs or expenses, and the requesting Party shall not be obligated to pay such fees, costs or expenses, unless such fee, cost or expense shall have had the prior written approval of the requesting Party. Notwithstanding the foregoing, each Party shall be responsible for paying its own internal fees, costs and expenses (e.g., salaries of personnel).

Section 10.6           Notices. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile or electronic mail with receipt confirmed to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.6):

To Cummins:

Cummins Inc.

500 Jackson Street,

Box 3005

Columbus, Indiana 47202-3005

Attn: General Counsel

Facsimile: ****************

Email: ****************

To Filtration:

Atmus Filtration Technologies Inc.

26 Century Boulevard

Nashville, Tennessee 37214

Attn: General Counsel

Facsimile: ****************

Email: ****************

Section 10.7           Consents. Any consent required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group). For this purpose, a Party may provide its written consent in the form of an email that expressly sets forth such consent and is delivered by the General Counsel of the Party giving such consent to the General Counsel of the Party requesting such consent.

Section 10.8           Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, whether by merger, operation of Law or otherwise, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable to (a) with respect to Cummins, an Affiliate of Cummins, or (b) a bona fide third party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a Party, so long as the resulting, surviving or transferee entity assumes all of the obligations of the relevant Party by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party to this Agreement; provided, however that, in the case of each of the preceding clauses (a) and (b), no assignment permitted by this Section 10.8 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

Section 10.9           Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

Section 10.10         Termination and Amendment. This Agreement may not be terminated, modified or amended except by an agreement in writing signed by Cummins and Filtration.

Section 10.11         Payment Terms.

(a)           Payment Demand. Except as set forth in Article V or as otherwise expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by a Party (or a member of such Party’s Group), on the one hand, to the other Party (or a member of such Party’s Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within sixty (60) days after presentation of an invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

(b)           Late Payments. Except as set forth in Article V or as otherwise expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement (and any amount billed or otherwise invoiced or demanded and properly payable that is not paid within sixty (60) days of such bill, invoice or other demand) shall bear interest at a rate per annum equal to the Prime Rate, from time to time in effect, calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

(c)           Currency. Without the written consent of the Party receiving any payment under this Agreement specifying otherwise, all payments to be made by either Cummins or Filtration under this Agreement shall be made in United States Dollars. Except as expressly provided herein, any amount which is not expressed in United States Dollars shall be converted into United States Dollars by using the exchange rate published on Bloomberg at 5:00 pm Eastern Standard time (EST) on the day before the relevant date or in the Wall Street Journal on such date if not so published on Bloomberg. Except as expressly provided herein, in the event that any indemnification payment required to be made hereunder or under any Ancillary Agreement may be denominated in a currency other than United States Dollars, the amount of such payment shall be converted into United States Dollars on the date on which notice of the claim is given to the Indemnifying Party.

Section 10.12         Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Time, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Section 10.13         Third Party Beneficiaries. Except (a) as provided in Article V relating to Indemnitees and for the release under Section 5.1 of any Person provided therein and (b) as expressly provided in any Ancillary Agreement, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.

Section 10.14         Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 10.15         Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Cummins Group or the Filtration Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Cummins Group or the Filtration Group or any of their respective Affiliates. The inclusion of any item or liability or category of item or liability on any Exhibit or Schedule is made solely for purposes of allocating potential liabilities among the Parties and shall not be deemed as or construed to be an admission that any such liability exists.

Section 10.16         Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 10.17         Submission to Jurisdiction. With respect to any Action relating to or arising out of this Agreement, subject to the provisions of Article VIII, each Party irrevocably (a) consents and submits to the exclusive jurisdiction of the courts of the State of Delaware and any court of the United States located in the State of Delaware; (b) waives any objection which such Party may have at any time to the laying of venue of any Action brought in any such court, waives any claim that such Action has been brought in an inconvenient forum and further waives the right to object, with respect to such Action, that such court does not have jurisdiction over such Party; and (c) consents to the service of process at the address set forth for notices in Section 10.6; provided, however, that such manner of service of process shall not preclude the service of process in any other manner permitted under applicable Law.

Section 10.18         Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY COURT PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF AND PERMITTED UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.18.

Section 10.19         Severability. In the event any one or more of the provisions contained in this Agreement or any Ancillary Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 10.20         Public Announcements. From and after the Effective Time, Cummins and Filtration shall consult with each other before issuing, and give each other the opportunity to review and comment upon, that portion of any press release or other public statements that relates to the transactions contemplated by this Agreement or the Ancillary Agreements, and shall not issue any such press release or make any such public statement prior to such consultation, except (a) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange; (b) for disclosures made that are substantially consistent with disclosure contained in any IPO Disclosure Document; or (c) as may pertain to disputes between one Party or any member of its Group, on one hand, and the other Party or any member of its Group, on the other hand.

Section 10.21         Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

Section 10.22         No Duplicative Recovery. Nothing in this Agreement is intended to confer to or grant any Party a duplicative recovery to the extent multiple recoveries are based the same facts and circumstances pursuant to this Agreement by virtue of any provision contained in this Agreement or any Ancillary Agreement., including pursuant to the rights, entitlements, obligations and recoveries that may arise out of Section 5.2 through Section 5.4, and would constitute a windfall to the recovering Party under applicable Law.

Section 10.23         Certain Tax Matters.

(a)           Tax Treatment of Payments. Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement or otherwise agreed to among the Parties, for United States federal Tax purposes, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 10.11) by (i) Filtration to Cummins shall be treated for all Tax purposes as a distribution by Filtration to Cummins with respect to stock of Filtration occurring on or immediately before the Effective Date; or (ii) Cummins to Filtration shall be treated for all Tax purposes as a tax-free contribution by Cummins to Filtration with respect to its stock occurring on or immediately before the Effective Date; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Taxing Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge. Notwithstanding the foregoing, Cummins shall notify Filtration if it determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

(b)           Intercompany Amounts; Intercompany Loans; Cash Equivalents. Notwithstanding anything herein to the contrary, Cummins and Filtration agree to use commercially reasonable efforts to mitigate any adverse Tax consequence to one of the relevant Parties or any of their respective Affiliates or Group members, whether considered individually or collectively with the relevant Party, that either Party reasonably determines could arise in connection with the settlement, transfer or other disposition of (i) an Intercompany Amount or a intercompany loan, including any promissory notes, pursuant to Section 2.4 or (ii) a Cash Equivalent pursuant to Section 2.13.

(c)           Tax Treatment of Shared Contracts and Deferred Transfers.

(i)           To the extent permitted by applicable Law, each of Cummins and Filtration shall, and shall cause the members of its Group and its Affiliates to, treat for all Tax purposes (A) with respect to any Shared Contract, the portion of each Shared Contract inuring to its respective Businesses as Assets owned by, or Liabilities of, as applicable, such Person as of the earlier of the Effective Time or date on which the rights and benefits of such Shared Contract are assigned, if so assignable, or appropriately amended, and the portion of any and all Taxes relating to, arising out of, by reason of or otherwise in connection with the operation of its respective Businesses thereafter as Taxes of, as applicable, such Person as of such date and (B) with respect to any Deferred Transfer, the deferred Assets as Assets having been Transferred to and owned by the Person entitled to such Assets on the earlier of the Effective Date or the effective date of the applicable Conveyancing and Assumption Instrument and the deferred Liabilities as Liabilities having been Assumed and owned by the Person intended to be subject to such Liabilities on the earlier of the Effective Date or the effective date of the applicable Conveyancing and Assumption Instrument, and the portion of any and all Taxes relating to, arising out of, by reason of or otherwise in connection with the operation of its respective Businesses thereafter as Taxes of, as applicable, such Person as of such date, ((A) and (B) collectively, the “Intended Tax Treatment”).

(ii)          Cummins and Filtration shall, and shall cause the members of its Group and its Affiliates to, (A) neither report nor take any Tax position (on a Tax Return, in a Tax proceeding or otherwise) inconsistent with the Intended Tax Treatment and (B) apply the Intended Tax Treatment for purposes of determining all matters relating to Taxes and Tax Returns of the respective Groups, such Group’s members and such Group’s Affiliates, and the rights and obligations of the respective Groups, such Group’s members and such Group’s Affiliates with respect to Taxes, in accordance with the provisions of the Tax Matters Agreement, in each case, unless otherwise required by applicable Law or a Final Determination.

(iii)         If either Cummins or Filtration (or a member or Affiliate of such Party’s Group), becomes liable for any Taxes relating to, arising out of, by reason of or otherwise in connection with the other Party (or a member or Affiliate of such other Party’s Group) reporting or taking any Tax position (on a Tax Return, in a Tax proceeding or otherwise) that is inconsistent with the Intended Tax Treatment for any reason (the Party, Group member or Affiliate with such Tax liability, the “Affected Member”, and such reporting Party, Group member or Affiliate, the “Reporting Member”), the Reporting Member shall pay or reimburse the Affected Member for any and all Taxes (other than Transaction Taxes) paid or incurred by the Affected Member relating to, arising out of, by reason of or otherwise in connection with such Reporting Member’s reporting or taking a Tax position (on a Tax Return, in a Tax proceeding or otherwise) that is inconsistent with the Intended Tax Treatment (such Taxes, “Reporting-Related Taxes”). For the avoidance of doubt, the purpose of the preceding sentence is to put the Affected Member in the same position it would have been in under the Tax Matters Agreement had the relevant rights and obligations under Shared Contracts been assigned as of the earlier of the Effective Time or the date on which the rights and benefits of such Shared Contract are assigned, if so assignable, or appropriately amended, and any Deferred Transfer occurred on the earlier of the Effective Date or the effective date of the applicable Conveyance and Assignment Agreement.

(d)           In the event and to the extent that there shall be a Dispute under this Agreement relating to Taxes, the dispute resolution provisions of the Tax Matters Agreement shall control the administration, management and resolution of such Dispute.

Section 10.24         No Waiver. No failure to exercise and no delay in exercising on the part of any Party of any right, remedy, power or privilege hereunder or under any Ancillary Agreement shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 10.25         No Admission of Liability. The allocation of Assets and Liabilities herein (including on the Schedules hereto) is solely for the purpose of allocating such Assets and Liabilities between Cummins and Filtration and is not intended as an admission of liability or responsibility for any alleged Liabilities vis-à-vis any third party, including with respect to the Liabilities of any non-wholly owned subsidiary of Cummins or Filtration.

Section 10.26         Advisors. It is acknowledged and agreed by each of the Parties that Cummins, on behalf of itself and the other members of the Cummins Group, has retained each of the Persons identified on Schedule 10.26 to act as outside legal counsel in connection with this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 10.26 have not acted as counsel for Filtration or any other member of the Filtration Group in connection with this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the IPO or the other transactions contemplated hereby and thereby and that none of Filtration or any member of the Filtration Group has the status of a client of the Persons listed on Schedule 10.26 for conflict of interest or any other purposes as a result thereof. Filtration hereby agrees, on behalf of itself and each other member of the Filtration Group that, in the event that a dispute arises after the Effective Time in connection with this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the IPO or any of the other transactions contemplated hereby and thereby between Cummins and Filtration or any of the members of their respective Groups, each of the Persons listed on Schedule 10.26 may represent any or all of the members of the Cummins Group in such dispute even though the interests of the Cummins Group may be directly adverse to those of the Filtration Group. Filtration further agrees, on behalf of itself and each other member of the Filtration Group that, with respect to this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Cummins or the applicable member of the Cummins Group and may be controlled by Cummins or such member of the Cummins Group and shall not pass to or be claimed by Filtration or any member of the Filtration Group. Without limiting the foregoing, Filtration acknowledges and agrees that Baker & McKenzie LLP and Foley & Lardner LLP is representing Cummins, and not Filtration, in connection with the transactions contemplated hereby.

Section 10.27         Plan of Reorganization. This Agreement constitutes a “plan of reorganization” within the meaning of Treas. Reg. Section 1.368-2(g).

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

[Separation Agreement]

Exhibit 10.2

Execution Version

TRANSITION SERVICES AGREEMENT

by and between

CUMMINS INC.

and

ATMUS FILTRATION TECHNOLOGIES INC.,

dated as of May 29, 2023

TABLE OF CONTENTS

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of May 29, 2023, is entered into by and between Cummins Inc. (“Cummins”), an Indiana corporation, and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration”). “Party” or “Parties” means Cummins or Filtration, individually or collectively, as the case may be. Capitalized terms not defined in the context of which such terms are first used in this Agreement shall have the meanings assigned to such terms in Section 1.1 or, if not assigned a meaning in Section 1.1, the meanings assigned to such terms in the Separation Agreement.

W I T N E S S E T H:

WHEREAS, the Parties have entered into that certain Separation Agreement, dated as of May 29, 2023 (the “Separation Agreement”); and

WHEREAS, pursuant to the Separation Agreement, certain services are or are to continue to be provided by the Cummins Group to the Filtration Group and are to be or may be provided by the Filtration Group to the Cummins Group from and after the Effective Date upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I DEFINITIONS

Section 1.1             Certain Defined Terms. The following capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth below:

(1)            “Acquisition of Filtration” means a transaction or a series of related transactions in which Filtration merges into, consolidates with, sells substantially all of its assets to or otherwise becomes an Affiliate of another Person (other than Cummins).

(2)            “COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof (or related or associated epidemics, pandemics or disease outbreaks) and any treatments, therapies or vaccines therefor.

(3)            “COVID-19 Measures” means any Law, guideline or recommendation by any Governmental Entity or industry group (including the World Health Organization) in connection with or in response to COVID-19, including with respect to quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, return to work, employment, human resources, customer/vendor engagement, real property or leased real property management, safety or otherwise.

(4)            “Critical Filtration Services” means, collectively, the Services designated on Schedule 1.1(4).

(5)            “Cummins Provider” means Cummins or a Provider that is a member of the Cummins Group.

(6)            “Filtration Provider” means Filtration or a Provider that is a member of the Filtration Group.

(7)            “Force Majeure” means, with respect to a Party, an event beyond the reasonable control of such Party, including acts of God, accidents, storms, floods, other natural disasters, climate change, riots, fires, explosions, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared), armed hostilities, other national or international calamities, acts of terrorism, cyberattacks, failure or interruption of networks or energy sources, epidemics, pandemics (including COVID-19 and any COVID-19 Measures), action or inaction by, or orders of, any Governmental Entity or changes in applicable Law (including COVID-19 Measures).

(8)            “Fraud” means actual common law fraud, and not constructive or imputed fraud, negligent misrepresentation or negligent omission, or any form of fraud premised on recklessness, negligence or similar theories, as determined by Delaware courts applying Delaware law.

(9)            “Initial Service Category Cap” shall have the meaning set forth on Schedule 1.1(13).

(10)          “Provider” means the Party or the member or members of such Party’s Group providing a Service or access to a Facility under this Agreement.

(11)          “Recipient” means the Party or the member or members of such Party’s Group to whom a Service or access to a Facility is being provided under this Agreement.

(12)          “Recipient Indemnitees” means, if the Recipient is a member of the Cummins Group, each of the Cummins Indemnitees, and if the Recipient is a member of the Filtration Group, each of the Filtration Indemnitees.

(13)          “Service Categories” means those “Cummins Service Categories” and “Filtration Service Categories” as applicable and set forth on Schedule 1.1(13).

(14)          “Tax” or “Taxes” shall have the meaning set forth in the Tax Matters Agreement.

(15)          “Taxing Authority” shall have the meaning set forth in the Tax Matters Agreement.

(16)          “VAT” shall have the meaning set forth in the Tax Matters Agreement.

(17)          “Virus(es)” means any computer instructions (a) that have a material adverse effect on the operation, security or integrity of a computing telecommunications or other digital operating or processing system or environment, including other programs, data, databases, computer libraries and computer and communications equipment, by altering, destroying, disrupting or inhibiting such operation, security or integrity; (b) that without functional purpose, self-replicate without manual intervention; or (c) that purport to perform a useful function but which actually perform either a destructive or harmful function, or perform no useful function and utilize substantial computer, telecommunications or memory resources.

ARTICLE II SERVICES, ACCESS TO FACILITIES AND DURATION

Section 2.1             Services.

(a)            Generally. Subject to the terms and conditions set forth in this Agreement, Cummins shall provide, or cause to be provided, to the Filtration Group all of the services described in Schedule 2.1(a)-1 (as such Schedule may be amended from time to time pursuant to Section 2.4, the “Cummins-Provided Services”). Subject to the terms and conditions set forth in this Agreement, Filtration shall provide, or cause to be provided, to the Cummins Group all of the services described in Schedule 2.1(a)-2 (as such Schedule may be amended from time to time pursuant to Section 2.4, the “Filtration-Provided Services”, and collectively with the Cummins-Provided Services and any Additional Services, the “Services”).

(b)            Pre-IPO Services. The Parties acknowledge and agree that (i) before the Effective Date, Cummins began providing, or caused the provision of, certain Cummins-Provided Services, and Filtration began providing, or caused the provision of, certain Filtration-Provided Services, following the consummation of transactions pursuant to the Internal Reorganization, including in the jurisdictions set forth on Schedule 2.1(b) (such Services, the “Pre-IPO Services”), and (ii) the provision of any Pre-IPO Services is subject to the terms and conditions of this Agreement, effective as of the commencement of such Pre-IPO Services, in each case consistent with the intent of the Parties (and their Affiliates) at the time the Services commenced.

(c)            Excluded Services. Notwithstanding anything to the contrary in this Agreement, any Schedule hereto, any Joinder Agreement, any Local Services Agreement, any other Ancillary Agreement or the Separation Agreement, the Parties acknowledge and agree that no Services shall be deemed to constitute, and no Provider shall be obligated to render, nor shall any Recipient be entitled to receive from any Provider, professional advice or opinions, whether with regard to Tax, legal, treasury, finance, accounting, employment or other business and financial matters, technical advice, information technology, the handling or addressing of environmental matters or any other matters. No Recipient shall rely on, or construe, any Service rendered by or on behalf of any Provider as such professional advice or opinions or technical advice, and no Provider shall have any Liability under this Agreement resulting from or otherwise relating to such reliance or construal.

Section 2.2             Access.

(a)            Facilities.

(i)            Generally. Subject to the terms and conditions set forth in this Agreement, Cummins shall provide, or cause to be provided, to the Filtration Group access to the facilities described in Schedule 2.1(a)-1 (the “Cummins-Provided Facilities”). Subject to the terms and conditions set forth in this Agreement, Filtration shall provide, or cause to be provided, to the Cummins Group access to the facilities described in Schedule 2.1(a)-2 (the “Filtration-Provided Facilities”, and collectively with the Cummins-Provided Facilities and any Additional Facilities, the “Facilities”). Access to any Facilities pursuant to this Section 2.2(a) shall be in the nature of a limited non-exclusive license deemed to be granted by the applicable Provider subject to the terms and conditions of this Agreement and shall not create a leasehold, tenancy or other estate or possessory rights in any Recipient with respect to any of the Facilities.

(ii)           Pre-IPO Facilities. The Parties acknowledge and agree that (i) before the Effective Date, Cummins began providing, or caused the provision of, access to the Cummins-Provided Facilities, and Filtration began providing, or caused the provision of, access to the Filtration-Provided Facilities, following the consummation of transactions pursuant to the Internal Reorganization, including in the jurisdictions set forth on Schedule 2.1(b) (such Facilities, the “Pre-IPO Facilities”), and (ii) the provision of any access to Pre-IPO Facilities is subject to the terms and conditions of this Agreement, in each case effective as of the commencement of such access and consistent with the intent of the Parties (and their Affiliates) at the time access to the Pre-IPO Facilities commenced.

(b)            Provider Access. Subject to the terms and conditions set forth in this Agreement, without limiting the generality of Section 7.1(a), to the extent reasonably requested in advance by the Provider, the Recipient shall, at its own expense, provide to the Provider reasonable access, on an as-needed basis, to the Recipient’s personnel, equipment and office space, telecommunications and computer systems and any other assets and operations reasonably required for delivery of all or any part of the applicable Services or the provision of access to any Facility.

Section 2.3             Duration of Services and Access to Facilities.

(a)            Subject to Section 6.1, each of Cummins and Filtration shall provide, or cause to be provided, to the respective Recipients each Service or access to each Facility until the expiration of the period set forth next to such Service or Facility on the applicable Schedule or Joinder Agreement (the date of any such Service or Facility access expiration, and as such date may be amended pursuant to Section 2.3(b), the “Service Term”) or, if no such period is provided with respect to a particular Service or Facility on such Schedule, the applicable Service Term shall expire on the twenty-four (24)-month anniversary of the Effective Date, provided that notwithstanding anything in the Schedules, Section 2.3(b) or any Joinder Agreement to the contrary, (i) any Service Term for Pre-IPO Services or Pre-IPO Facilities access commences at the start of the provision of such service or access and then otherwise expires in accordance with the other terms and provisions of this Agreement, (ii) no Service Term shall extend beyond the Disposition Date for any Services or Facilities access required by applicable Law to end as of such date (any Service or Facilities access under this clause (ii), a “Disposition Date Service”) and (iii) no Service Term shall extend beyond earlier of (A) the twenty-four (24)-month anniversary of the date of the Disposition Date, if any, or (B) the thirty (30)-month anniversary of the Effective Date (the earlier of (A) or (B), the “Term”); provided, however, that, to the extent that a Cummins Provider’s ability to provide a Cummins-Provided Service or access to a Cummins-Provided Facility, as the case may be, is dependent on the continuation of either a Filtration-Provided Service or access to a Filtration-Provided Facility, as the case may be, Cummins’ obligation to provide, or cause to be provided, such Cummins-Provided Service or access to such Cummins-Provided Facility shall terminate automatically with the termination of such supporting Filtration-Provided Service or access to such supporting Filtration-Provided Facility; provided, further, that, to the extent that a Filtration Provider’s ability to provide a Filtration-Provided Service or access to a Filtration-Provided Facility, as the case may be, is dependent on the continuation of either a Cummins-Provided Service or access to a Cummins-Provided Facility, as the case may be, Filtration’s obligation to provide, or cause to be provided, such Filtration-Provided Service or access to such Filtration-Provided Facility shall terminate automatically with the termination of such supporting Cummins-Provided Service or access to such supporting Cummins-Provided Facility.

(b)            Subject to Section 2.3(a), to the extent that a Recipient needs a Service or access to a Facility extended beyond the initial Service Term, then the Recipient shall provide at least forty-five (45) days’ written notice thereof prior to the expiration of the initial Service Term to the Provider and the applicable initial Service Term shall be extended once to expire at the date that is the earlier of (i) three (3) months after expiration of the applicable initial Service Term, (ii) the Disposition Date (for any Disposition Date Service) or (iii) the Term, in each case, at the same quality and level of service as governed such Service or access to such Facility immediately prior to the expiration of the initial Service Term; provided, that the Service Charges for any such extended Service or access to such Facility shall be automatically increased by an amount equal to ten percent (10%) of the then-applicable Service Charge for such extended Service Term, regardless of whether such increase would otherwise be restricted by Section 3.1(a) and subject to any additional increase that might be permitted pursuant to Section 3.1(a).

(c)            The Recipient agrees to use its good faith and commercially reasonable efforts to cease using any Services or access to Facilities as soon as reasonably practicable.

Section 2.4             Additional Services and Access to Additional Facilities. If, within four (4) months after the Effective Date, Cummins or Filtration (or the Cummins Transition Manager or Filtration Transition Manager, as applicable) identifies a service that (a) the Cummins Group provided to the Filtration Group prior to the Effective Date that the Filtration Group reasonably needs in order for the Filtration Business to continue to operate in substantially the same manner in which the Filtration Business operated prior to the Effective Date, and such service was not included in Schedule 2.1-1 (other than because the Parties agreed such services shall not be provided), or (b) the Filtration Group provided to the Cummins Group prior to the Effective Date that the Cummins Group reasonably needs in order for the Cummins Group to continue to operate the Cummins Retained Business in substantially the same manner in which the Cummins Retained Business operated prior to the Effective Date, and such service was not included in Schedule 2.1-2 (other than because the Parties agreed such services shall not be provided), and, in each case, the proposed Recipient of such service is unable to reasonably obtain such services from a third party unaffiliated with the Cummins Group or the Filtration Group in a commercially reasonable amount of time, then, in each case, Cummins and Filtration shall negotiate in good faith for a commercially reasonable period, which period shall in any event end no later than six (6) months after the Effective Date unless otherwise agreed by the Parties, but neither Cummins nor Filtration, as a proposed Provider, shall in any event be obligated, to agree to provide, or cause to be provided, such requested services (such additional services, the “Additional Services”). If, within four (4) months after the Effective Date, Cummins or Filtration identifies access to additional facilities that (x) the Cummins Group provided to the Filtration Group prior to the Effective Date that the Filtration Group reasonably needs in order for the Filtration Business to continue to operate in substantially the same manner in which the Filtration Business operated prior to the Effective Date, and such access was not included in Schedule 2.1-1 (other than because the Parties agreed such access shall not be provided), or (y) the Filtration Group provided to the Cummins Group prior to the Effective Date that the Cummins Group reasonably needs in order for the Cummins Retained Business to continue to operate in substantially the same manner in which the Cummins Retained Business operated prior to the Effective Date, and such access was not included in Schedule 2.1-2 (other than because the Parties agreed such access shall not be provided), and, in each case, the proposed Recipient of access to such facilities is unable to reasonably obtain access to a commensurate facility from a third party unaffiliated with the Cummins Group or the Filtration Group in a commercially reasonable amount of time, then, in each case, Cummins and Filtration shall negotiate in good faith for a commercially reasonable period, which period shall in any event end no later than six (6) months after the Effective Date unless otherwise agreed by the Parties, but neither Cummins nor Filtration, as a proposed Provider, shall in any event be obligated, to agree to provide, or cause to be provided, (unless prohibited by applicable Law) such requested access (such additional facilities, the “Additional Facilities”). Unless expressly agreed in writing to the contrary, the Parties shall amend the appropriate Schedule in writing to include such Additional Services or access to Additional Facilities (including the termination date with respect to such Additional Services or access to such Additional Facilities, which, for clarity, shall be no later than the end of the Term) and such Additional Services or access to such Additional Facilities shall be deemed Services or access to Facilities, respectively, hereunder, and accordingly, the Party requested to provide such Additional Services or access to such Additional Facilities shall provide, or cause to be provided, such Additional Services or access to such Additional Facilities in accordance with the terms and conditions set forth in this Agreement; provided that the Service Charge for such Additional Services or Additional Facilities shall be determined in accordance with Section 3.1(a).

Section 2.5             Exception to Obligation to Provide Services or Access to Facilities. Notwithstanding any provision of this Agreement to the contrary, including Cummins’ and Filtration’s obligations set forth in Section 2.1, the relevant Providers shall not be obligated to (and neither Cummins nor Filtration shall be obligated to cause any Provider to) provide any Services or access to any Facilities if the provision of such Services or access to such Facilities would violate any Law, code of conduct or Contract to which Cummins, Filtration, any member of their respective Group or any Provider is subject; provided, however, that (a) Cummins and Filtration shall comply with Section 7.2 in obtaining any Consents necessary to provide such Services or access to such Facilities and (b) with respect to such Contract violation for a Contract to which a Provider or a member of the Provider’s Group is party, (i) the relevant Provider shall provide the Recipient with written notice of such restriction on the Provider’s ability to provide the applicable Service or access to a Facility (with reasonable specificity) promptly upon the Provider receiving written notice of such Contract violation and (ii) to the extent such Service or access to a Facility is not required to be provided hereunder as a result of such Contract violation under this clause (b), the Provider shall use commercially reasonable efforts to make available to the Recipient substantially similar Services or access at the Recipient’s expense pending receipt of any applicable Consents, which efforts shall in no event be required beyond the applicable Service Term for the restricted Service or Facilities access and which Service Term may not be extended pursuant to Section 2.3(b) unless the applicable Consent has been received.

Section 2.6             Standard of the Provision of Services or Access to Facilities. The provision of Services and access to Facilities shall be provided in the manner and at a level substantially consistent with that provided by the Providers immediately preceding the Effective Date. All of the Cummins-Provided Services and Cummins-Provided Facilities shall be for the sole use and benefit of the Filtration Group, and all of the Filtration-Provided Services and Filtration-Provided Facilities shall be for the sole use and benefit of the Cummins Group; provided that nothing in this Section 2.6 shall limit a Provider’s access to or use of its own Facilities. Notwithstanding anything herein to the contrary, prior to the Disposition Date, the Services and access to Facilities are to be provided in a manner and at the same quality and level of service as a Provider’s treatment of itself (or its Affiliates or its or their personnel or business) when it is providing such comparable services or access to facilities to itself (or its Affiliates or its or their personnel or business), if any.

Section 2.7             Change in Services or Access to Facilities. A Provider may, from time to time without the consent of the Recipient or any required amendment to the applicable Schedule, reasonably supplement, modify, substitute or otherwise alter the manner in which a Service is performed or access to a Facility is provided; provided that such supplement, modification, substitution or alteration does not (a) materially and adversely affect the quality or availability of such Service or access to such Facility or (b) increase the cost to Recipient of using such Service or accessing such Facility.

Section 2.8             Subcontractors. A Provider may subcontract any of the Services or portion thereof to any other Person, including any Affiliate of the Provider; provided, however, that such other Person shall be subject to service standards and confidentiality and Personal Data Processing provisions at least equivalent to those set forth herein, and such Provider shall in all cases remain primarily responsible for all of its obligations hereunder with respect to the Services provided by such subcontractor.

Section 2.9             Access Limitations and Prevention.

(a)            Facilities Access. The Recipients of access to Facilities under this Agreement shall permit only their respective authorized employees, contractors, invitees or licensees designated in a written list delivered from time to time to the Provider to use the Facilities; provided that if a Recipient desires to add any Person to the permitted access list, Recipient must provide at least forty-eight (48) hours’ prior notice to the applicable Provider before such access will be granted. Unless otherwise specified in the applicable Schedules, a Provider has the right to impose reasonable limitations upon Recipient’s access to any Facilities, including that access be provided only during normal business hours, and such access shall in any event be limited to such access that does not, in the applicable Provider’s reasonable discretion, materially disrupt or otherwise impede or impair the conduct of the Provider’s or its Affiliates’ business at such Facility. The Recipients of access to Facilities shall, and shall cause their respective authorized employees, contractors, invitees or licensees granted access to any such Facility to, comply with (i) all Laws applicable to their use or occupation of such Facility, including Environmental Laws and Laws relating to workplace safety matters; (ii) to the extent disclosed to such Recipients, electronically or in writing, applicable site rules, regulations, policies and procedures; and (iii) to the extent disclosed to such Recipients, electronically or in writing, any applicable requirements of any third-party lease governing such Facility. Unless otherwise specified in the applicable Schedules, the applicable Recipient shall (A) not make, and shall cause its employees, contractors, invitees and licensees to refrain from making, any material alterations or improvements to the Facilities except with the prior written approval of the applicable Provider and (B) maintain commercially appropriate and customary levels (and, in the case of any leased Facilities, in no event less than what is required by the landlord under the relevant lease agreement) of property and liability insurance in respect of the Facilities such Recipient is provided access to and the activities conducted thereon. The applicable Recipient shall, and shall cause its respective employees, contractors, invitees or licensees to, vacate each Facility at or prior to the applicable Service Term therefor (or such earlier termination permitted by this Agreement) and shall, unless otherwise specified in the applicable Schedules, deliver over to the Provider each Facility in the same repair and condition at that date as such Facility was in on the Closing Date, ordinary wear and tear excepted. The applicable Provider (and/or the landlord, in the case of a third-party lease) shall have reasonable access to the Facilities (or portion thereof occupied by Recipient) for which access is granted to Recipient(s) under this Agreement, from time to time and as reasonably necessary for security and maintenance thereof in accordance with applicable Law, past practice and/or the terms of any third-party lease agreement, as applicable.

(b)            Network Access. To the extent that the performance or receipt of Services or access to Facilities hereunder requires access to a Group’s intranet or other internal systems by the other Group (the “Accessing Group”), the Party whose Group intranet or other internal systems is being accessed shall provide, or cause to be provided, limited access to such systems, subject to policies, procedures and limitations to be determined by such Party. From and after the Effective Date, a Party shall cause its Accessing Group to comply with all security guidelines (including physical security, network access, internet security, confidentiality and Personal Data security guidelines) of the other Party, copies of which shall be made available to the Accessing Group upon reasonable request.

(c)            Viruses. While Services and access to Facilities are being provided hereunder, the Parties shall take commercially reasonable measures to ensure that no Virus or similar items are coded or introduced into or in connection with the provision of any Service or access to any Facility. With respect to the provision of any Service or access to any Facility provided by third parties, compliance with the applicable agreement with such third party shall be deemed sufficient commercially reasonable measures. If a Virus is found to have been introduced into or in connection with the provision of any Service or access to any Facility, then the Parties hereto shall use commercially reasonable efforts to cooperate and to diligently work together and with each Provider providing such Service or access to such Facility to eliminate the effects of the Virus.

(d)            Physical Access. The Parties shall, and shall cause their respective Providers to, exercise reasonable care in providing, accessing and using the Services and Facilities to prevent access to the Services and Facilities by unauthorized Persons.

ARTICLE III COSTS AND DISBURSEMENTS

Section 3.1             Costs and Disbursements.

(a)            Service Charges. The Recipient shall pay or cause to be paid to the Party who is the Provider of a Service or access to a Facility a monthly fee for such Service or access to such Facility as set forth therefor in the applicable Schedule, and with respect to an Additional Service or Additional Facility, the monthly fee shall be the Provider’s internal and external costs and expenses of providing such Additional Services or access to such Additional Facilities, or as otherwise negotiated in good faith by the Parties on an arm’s length basis, plus in any case any costs associated with migrating data or otherwise preparing any Additional Services or access to any Additional Facilities to be provided under this Agreement (each aggregate fee calculated in accordance with this provision constituting a “Service Charge” and, collectively, the “Service Charges”); provided, however, that a fee for a Service or access to a Facility not provided or made available hereunder for a full month shall be pro-rated for the portion of such month provided or made available. During the Service Term, the amount of a Service Charge for any Service or access to any Facility shall not increase, except to the extent (i) that there is an increase after the Effective Date in the internal and external costs and expenses actually incurred or allocated by the Provider of such Service or access to such Facility, including as a result of (A) an increase in the amount of such Service or access to such Facility being provided to the Recipient (as compared to the amount of such Service or access to such Facility underlying the determination of a Service Charge), (B) an increase in the rates or charges imposed by any third-party provider that is providing goods or services used by the Provider in providing such Service or access to such Facility (as compared to the rates or charges underlying a Service Charge), (C) an increase in the payroll or benefits for any personnel used by the Provider in providing such Service or access to such Facility or (D) any increase in costs relating to any changes requested by the Recipient in the nature of such Service or access to such Facility (including relating to newly installed products or equipment or any upgrades to existing products or equipment); provided, that the Recipient shall have received thirty (30) days’ written notice of such increase prior to such increase taking effect, provided, further, however, that to the extent (1) any Service Charge amount is determined by a Provider under this clause (i) through a Provider’s customary annual cost allocation process, then such Service Charge amount may only be increased through such annual cost allocation process once per fiscal year of the applicable Provider and (2) any Service Charge amount for warehousing services is determined under this clause (i) through a Provider’s customary quarterly true-up processes, then such Service Charge amount may only be increased or decreased through such quarterly process if such process indicates a pricing increase or decrease of at least five percent (5%) from the then-current pricing, respectively, except that, in case of either the preceding (1) or (2), any Service Charge may be increased regardless of any such annual cost allocation process or a quarterly true-up process if a Provider’s internal and external costs or expenses for Service or Facilities access provision become commercially unreasonable for continued Service or Facilities access provision absent such Service Charge increase or (ii) with respect to an Additional Service or Additional Facility, as otherwise may be negotiated in good faith by the Parties on an arm’s length basis. At the written request of the Recipient, the Provider of such Service or access to such Facility for which the Service Charge will be increased pursuant to this Section 3.1(a) shall provide supporting documentation to the applicable Recipient in reasonable detail documenting the basis for such increase.

(b)            Invoicing; Payment.

(i)            Generally. As of the Effective Date, the Parties agree to use a form of invoice substantially identical to Exhibit A attached hereto to be issued for the aggregate of periodic Service Charges by each Party or such other form as may be agreed between the Parties to comply with applicable Law. Each of Cummins and Filtration (or their designees), as applicable, shall deliver invoices to the other Party (or its designees) in accordance with the terms hereof, beginning on the tenth (10th) day of the first full month following the Effective Date and on or prior to the tenth (10th) day of each subsequent month for the duration of the Term (or at such other frequency as is consistent with the basis on which the Service Charges are determined and, if applicable, charged to Affiliates of each Party) in arrears for the Service Charges due under this Agreement. Each of Cummins and Filtration (or their designees), as applicable, shall pay, or cause to be paid, the amount of such invoice by wire transfer or check to the other Party (or its designees) within sixty (60) days of the date of such invoice; provided that: (i) any Contracts that prescribe other payment terms for any other individual Service or access to a Facility shall continue to govern; and (ii) to the extent consistent with past practice with respect to a Service or access to a Facility provided outside of the United States or as otherwise agreed by the Parties, payments may be required in local currency. If Cummins or Filtration (or their designees), as applicable, fails to pay such amount by such date, then such Party shall be obligated to pay to the other Party providing, or causing to be provided, the Services and access to the Facilities that are the subject of the unpaid amount, in addition to the amount due, interest on such amount at a rate per annum equal to the Prime Rate calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

(ii)           Pre-IPO Services and Pre-IPO Facilities. The Parties agree to use a form of invoice substantially identical to Exhibit A attached hereto to be issued for the aggregate of periodic Service Charges by each Party or such other form as may be agreed between the Parties to comply with applicable Law for the Pre-IPO Services or access to Pre-IPO Facilities. Each of Cummins and Filtration (or their designees), as applicable, shall deliver invoices to the other Party (or its designees) in accordance with the terms hereof, ultimately on the tenth (10th) day of the first full month following the month in which the Pre-IPO Services were rendered or access to Pre-IPO Facilities provided (or at such other frequency as is consistent with the basis on which the Service Charges are determined and, if applicable, charged to Affiliates of each Party) in arrears for the Service Charges due under this Agreement. Each of Cummins and Filtration (or their designees), as applicable, shall pay, or cause to be paid, the amount of such invoice by wire transfer or check to the other Party (or its designees) within sixty (60) days of the date of such invoice; provided that (i) any Contracts that prescribe other payment terms for any other individual Service or access to a Facility shall continue to govern; and (ii) to the extent consistent with past practice with respect to a Service or access to a Facility provided outside of the United States, payments may be required in local currency. If Cummins or Filtration (or their designees), as applicable, fails to pay such amount by such date, then such Party shall be obligated to pay to the other Party providing, or causing to be provided, the Services and access to the Facilities that are the subject of the unpaid amount, in addition to the amount due, interest on such amount at a rate per annum equal to the Prime Rate calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

(c)            Taxes; Tax Indemnity.

(i)            All sums payable under this Agreement or any Local Service Agreement are exclusive of any amount in respect of VAT. If any action of a Provider under this Agreement constitutes, for VAT purposes, the making of a supply to the Recipient (or a member of the Recipient’s Group) and VAT is or becomes chargeable on that supply, the Recipient shall pay to the Provider, in addition to any amounts otherwise payable under this Agreement by the Recipient, a sum equal to the amount of the VAT chargeable on that supply against delivery to the Recipient of a valid VAT invoice issued in accordance with the laws and regulations of the applicable jurisdiction.

(ii)           Without duplication of amounts covered by Section 3.1(c)(i), the Recipient shall be responsible for all VAT, sales, goods and services, use, gross receipts, transfer, consumption and other similar Taxes, together with interest, penalties and additions thereto (collectively, but excluding Taxes imposed on net income, profits and gains and franchise Taxes, “Service Taxes”), imposed by applicable Taxing Authorities attributable to the provision of Services or Facilities access to Recipient (or such member the Recipient’s Group) or any payment hereunder. If the Provider or any member of the Provider’s Group is required to pay any part of such Service Taxes, the Provider (or the applicable member of the Provider’s Group) shall provide the Recipient with evidence that such Service Taxes have been paid, and the Recipient (or the applicable member of the Recipient’s Group) shall reimburse the Provider (or such member of the Provider’s Group) for such Service Taxes. The Provider (or the applicable member of the Provider’s Group) shall, upon the reasonable request of the Recipient, promptly revise any invoice to the extent such invoice was erroneously itemized or categorized. Each Party shall, and shall cause the applicable members of its Group to, use commercially reasonable efforts to (i) minimize the amount of any Service Taxes imposed on the provision of Services or Facilities access hereunder, including by availing itself of any available exemptions from or reductions to any such Service Taxes, and (ii) cooperate with the other Party in providing any information or documentation that may be reasonably necessary to minimize such Service Taxes or obtain such exemptions or reductions.

(iii)          If applicable Law requires that an amount in respect of any Taxes be withheld from any Service Charges payable pursuant to Section 3.1(a), the Recipient shall promptly notify the Provider of such required withholding and the Recipient shall withhold (or cause to be withheld) such Taxes and pay (or cause to be paid) such withheld amounts over to the applicable Taxing Authority in accordance with the requirements of the applicable Law and provide the Provider with an official receipt confirming such payment (where it is common practice for the applicable Taxing Authority to provide such a receipt). No Party shall be required to “gross up” any amounts invoiced hereunder to account, or otherwise compensate, for any Taxes that are required to be withheld under applicable Law. The Parties shall use commercially reasonable efforts to (A) cooperate to determine whether any such withholding applies to the Services, and if so, (B) minimize applicable withholding Taxes. Each Party shall, and shall cause the applicable members of its Group to, provide the other Party and the applicable members of its Group with any reasonable cooperation or assistance as may be necessary to enable the other Party and such members of its Group to claim exemption from, or a reduction in the rate of, any withholding Taxes.

(iv)          Where a Party or any member of its Group is required by this Agreement to reimburse or indemnify the other Party or any member of its Group for any cost or expense, the reimbursing or indemnifying Party (or the applicable member of its Group) shall reimburse or indemnify the other Party (or the applicable member of its Group) for the full amount of the cost or expense, inclusive of any amounts in respect of VAT imposed on that amount to the extent properly reflected on a valid invoice.

(v)           Notwithstanding anything herein or in the Tax Matters Agreement to the contrary, if a Cummins Provider becomes liable for Taxes related to the Filtration Group or the Filtration Business for any taxable period beginning before, on or after the Effective Date as a result of or attributable to Services or Facilities access provided under or contemplated by this Agreement or any Local Service Agreement, Filtration shall indemnify and hold harmless Cummins, or such Cummins Provider, for such Taxes and any and all costs related to processing and defending any claim for such Taxes by the applicable Taxing Authority.

Section 3.2             No Right to Set-Off. Each of Cummins or Filtration, as applicable, shall pay the full amount of Service Charges and shall not set-off, counterclaim or otherwise withhold any amount owed to the other Party under this Agreement, on account of any obligation owed by the other Party to Cummins or Filtration, as applicable, under this Agreement, the Separation Agreement or any other Ancillary Agreement that has not been finally adjudicated by a court of competent jurisdiction, settled or otherwise agreed upon by the Parties in writing; provided, however, that Cummins or Filtration, as applicable, shall be permitted to assert a set-off right with respect to any obligation that has been so finally adjudicated by a court of competent jurisdiction that is not subject to further appeal, settled or otherwise agreed upon by the Parties in writing against amounts owed by the other Party under this Agreement.

ARTICLE IV WARRANTIES AND COMPLIANCE

Section 4.1             Disclaimer of Warranties. Except as expressly set forth in this Agreement, the Parties acknowledge and agree that: (a) the Services and Facilities are provided as-is, where-is and with all faults; (b) the Recipients assume all risks and Liability arising from or relating to their use of and reliance upon the Services and the Facilities; and (c) each Party and its respective Group and Providers makes no representation or warranty with respect thereto. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY AND ITS RESPECTIVE GROUP AND PROVIDERS HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES AND THE FACILITIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, MISAPPROPRIATION, COMMERCIAL UTILITY, OR MERCHANTABILITY OR FITNESS OF THE SERVICES OR FACILITIES FOR A PARTICULAR PURPOSE.

Section 4.2             Compliance with Laws and Regulations. Each Party and its respective Group shall be responsible for its own compliance with any and all Laws applicable to its receipt or performance of Services or access to Facilities under this Agreement. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EACH PARTY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED OBLIGATION OR WARRANTY WITH RESPECT TO THE SERVICES OR ACCESS TO FACILITIES THAT COULD BE CONSTRUED TO REQUIRE ANY PROVIDER TO DELIVER SERVICES OR ACCESS TO FACILITIES HEREUNDER IN SUCH A MANNER AS TO ALLOW ANY RECIPIENT TO ITSELF COMPLY WITH ANY LAW APPLICABLE TO THE ACTIONS OR FUNCTIONS OF SUCH RECIPIENT OR ANY MEMBER OF ITS GROUP.

ARTICLE V LIABILITY AND INDEMNIFICATION

Section 5.1             Limitation of Liability. Except (x) with respect to claims of Fraud by a Party, or (y) with respect to a Recipient, for the Service Charge, fee, Tax (including Service Taxes and VAT), cost and expense and other obligations of any Recipient expressly set forth in this Agreement, including pursuant to Section 3.1, the maximum Liability of a Party (including any liability for the acts and omissions of its Affiliates, representatives, subcontractors or its or their respective directors, officers, employees, Affiliates, agents or representatives) to, and the sole monetary remedy of, the other Party (and its Affiliates, representatives, subcontractors or its or their respective directors, officers, employees, Affiliates, agents or representatives) for matters arising out of this Agreement (including any Local Services Agreement), whether in contract, tort (including negligence or strict liability) or otherwise, shall not, with respect to any matters arising from Services or Facility access for which the Party or one of its Group members is a Provider in the same Service Category, exceed (a) the applicable Initial Service Category Cap during the first twelve (12) months after the Effective Date if the first instance of the applicable act or omission resulting in the applicable Liabilities attributable to such Service or Facility access occurs in such period and (b) from and after the date that is twelve (12) months after the Effective Date, the amount of the aggregate Service Charges actually paid for Services or Facility access to such Party or one of its Group members as Providers pursuant to this Agreement in the twelve (12) month period preceding the first instance of the applicable act or omission resulting in the applicable Liabilities attributable to such Service or Facility access for Services or Facility access in the same Service Category as such Service or Facility access (the preceding (a) and (b), as applicable, the “Rolling Liability Cap”); provided, however, that for purposes of calculating whether any applicable Rolling Liability Cap has been reached, a Party’s prior Liabilities incurred under this Agreement with respect to Services or Facility Access in the same Service Category shall be cumulative and included in any calculation of any Rolling Liability Cap regardless of whether incurred before the applicable twelve (12) month period for an applicable Rolling Liability Cap.

Section 5.2             Indemnification. From and after the Effective Date, subject to the terms and conditions of this Agreement,

(a)            Cummins agrees to indemnify, defend and hold harmless the Filtration Indemnitees from and against any and all Indemnifiable Losses of the Filtration Indemnitees resulting from or otherwise relating to a Third Party Claim involving gross negligence or willful misconduct by any or all of the Cummins Group in the performance of their respective obligations under this Agreement; and

(b)           Filtration agrees to indemnify, defend and hold harmless the Cummins Indemnitees from and against any and all Indemnifiable Losses of the Cummins Indemnitees resulting from or otherwise relating to a Third Party Claim involving gross negligence or willful misconduct by any or all of the Filtration Group in the performance of their respective obligations under this Agreement.

Section 5.3             Consequential and Other Damages. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR (AND EACH PARTY AND ITS AFFILIATES HEREBY WAIVES ANY CLAIM TO) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR ANY DAMAGES ARISING FROM BUSINESS INTERRUPTION LOSSES, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL AND DIMINUTION IN VALUE, IN EACH CASE UNDER THIS SECTION 5.3, WHETHER CAUSED BY BREACH OF THIS AGREEMENT OR OTHERWISE AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE.

Section 5.4             Procedures. Sections 5.4(a) through (d) and 5.6 through 5.9 of the Separation Agreement shall apply to this Agreement mutatis mutandis and shall govern any and all Liabilities or indemnification (including any Indemnifiable Losses) under or in connection with this Agreement, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under or in connection with this Agreement.

Section 5.5             Exclusive Remedy. Except with respect to claims of Fraud by a Party acting as a Provider, this Article V shall be the sole and exclusive remedy of a Recipient Indemnitee for any monetary or compensatory damages or losses, including any Indemnifiable Losses, arising from this Agreement and each Recipient Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have other than pursuant to this Article V.

ARTICLE VI TERMINATION

Section 6.1             Termination.

(a)            Termination by Cummins. Notwithstanding Section 2.3, this Agreement may be terminated at any time by Cummins: (i) if Filtration, any Filtration Provider or any member of the Filtration Group is in material breach of the terms of this Agreement and such breach is not corrected within thirty (30) days following written notice from Cummins or the Cummins Transition Manager of such breach; (ii) immediately following written notice from Cummins or the Cummins Transition Manager, with respect to any Cummins-Provided Service or access to any Cummins-Provided Facility, if the continued performance of such Cummins-Provided Service or the continued provision of access to such Cummins-Provided Facility would be a violation of any Law; or (iii) immediately upon an Acquisition of Filtration, except, and only to the extent, otherwise agreed to in writing by Cummins. In the event that this Agreement is terminated by Cummins other than at the end of a month, the Service Charges for the month in which such termination occurs shall be pro-rated appropriately.

(b)           Termination by Filtration. Notwithstanding Section 2.3, this Agreement may be terminated at any time by Filtration: (i) if Cummins, any Cummins Provider or any member of the Cummins Group is in material breach of the terms of this Agreement and such breach is not corrected within thirty (30) days following written notice from Filtration or the Filtration Transition Manager of such breach; or (ii) immediately following written notice from Filtration or the Filtration Transition Manager, with respect to any Filtration-Provided Service or access to any Filtration-Provided Facility, if the continued performance of such Filtration-Provided Service or the continued provision of access to such Filtration-Provided Facility would be a violation of any Law. In the event that this Agreement is terminated by Filtration other than at the end of a month, the Service Charges for the month in which such termination occurs shall be pro-rated appropriately.

(c)            Termination of a Particular Service or Access. Without prejudice to the rights of any Party with respect to a Force Majeure: (i) a Recipient may terminate this Agreement at any time with respect to any particular Service or access to any particular Facility, in whole (with respect to such particular Service or access to such particular Facility) but not in part: (A) for any reason or no reason following at least thirty (30) days’ prior written notice to the Filtration Transition Manager, if Filtration is the Provider, or the Cummins Transition Manager, if Cummins is the Provider, of such termination (unless a longer notice period is specified in the applicable Schedule or in a third-party Contract to provide such Service or access to such Facility); (B) if the Provider of such Service or access to such Facility has failed to perform any of its material obligations under this Agreement with respect to such Service or access to such Facility, and such failure shall continue uncured for a period of thirty (30) days or more following receipt by the Filtration Transition Manager, if Filtration is the Provider, or the Cummins Transition Manager, if Cummins is the Provider, of written notice of such failure from the Cummins Transition Manager, if Cummins is the Recipient, or the Filtration Transition Manager, if Filtration is the Recipient; or (C) immediately upon mutual written agreement of the Parties; and (ii) a Provider may terminate this Agreement at any time with respect to a particular Service or access to a particular Facility, in whole (with respect to such particular Service or access to such particular Facility) but not in part, (A) if the Recipient of such Service or access to such Facility has failed to perform any of its material obligations under this Agreement with respect to such Service or access to such Facility, and such failure shall continue uncured for a period of thirty (30) days or more following receipt by the Filtration Transition Manager, if Filtration is the Recipient, or the Cummins Transition Manager, if Cummins is the Recipient, of written notice of such failure from the Cummins Transition Manager, if Cummins is the Provider, or the Filtration Transition Manager, if Filtration is the Provider, or (B) if Cummins is the Provider, following ninety (90) days’ prior written notice to the Filtration Transition Manager if Cummins is ceasing the provision of such comparable services or access to itself and the other members of the Cummins Group, provided, however, regardless of the foregoing under this clause (B), in the event the related Service or Facility access is a Critical Filtration Service, such ninety (90) day prior notice period will be extended to one hundred and fifty (150) days’ and the Parties will negotiate in good faith to determine any appropriate Service Charge adjustments for any increased costs to the Filtration Group resulting from a replacement Service or Facility access for any applicable remaining Service Term. The relevant Schedule shall be updated to reflect any terminated Service or access to a Facility without otherwise amending or altering the validity of this Agreement. In the event that the effective date of the termination of any Service or access to a Facility is a day other than at the end of a month, the Service Charge associated with such Service or access to such Facility shall be pro-rated appropriately.

(d)           Service or Access Reduction. A Recipient may at any time and from time to time request a reduction in part of the scope or amount of any Service or access to any Facility. If requested to do so by the Filtration Transition Manager, if Filtration is the Recipient, or the Cummins Transition Manager, if Cummins is the Recipient, the other Party, acting through the Cummins Transition Manager or the Filtration Transition Manager, as applicable, shall discuss in good faith appropriate reductions to the relevant Service Charges in light of all relevant factors, including the costs and benefits to the Provider of any such reductions. The relevant Schedule shall be updated to reflect any reduced Service or access to a Facility agreed to in writing by the Parties. In the event that any Service or access to a Facility is so reduced other than at the end of a month, the Service Charge associated with such Service or access to such Facility for the month in which such Service or access to such Facility is reduced shall be pro-rated appropriately.

(e)            Termination for Absence of Consent. To the extent that a Recipient is not in compliance with Section 7.1(b) and such non-compliance remains uncured for a period of ten (10) days, the Provider may thereupon terminate the provision of any Service or access to any Facility provided under such third-party Contract.

Section 6.2             Effect of Termination.

(a)            No Further Performance Obligations. Upon termination of any Service or access to any Facility pursuant to this Agreement, neither the Provider of such Service or access to such Facility nor any member of its Group shall have any further obligation to provide such Service or access to such Facility, and Cummins or Filtration, as applicable, shall have no obligation to pay any Service Charges relating to such Service or access to such Facility; provided that Cummins or Filtration, as applicable, shall remain obligated to the other Party for the Service Charges owed and payable in respect of the provision of such Service or access to such Facility prior to the effective date of such termination. In connection with the termination of any Service or access to any Facility, the provisions of this Agreement not relating solely to such Service or access to such Facility shall survive any such termination.

(b)           Unpaid Service Charges. In connection with a termination of this Agreement, Section 3.1(c), Article IV, Article V, this Section 6.2, Article VIII, and each Recipient’s Liability for all due and unpaid Service Charges shall continue to survive indefinitely or, in the case of unpaid Service Charges, until paid in full.

Section 6.3             Force Majeure.

(a)            Permitted Nonperformance. No Party nor any Person acting on its behalf shall have any Liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure; provided, in each instance, that (i) such Party (or such Person) shall have exercised commercially reasonable efforts to minimize the effect of Force Majeure on its obligations; (ii) the nature, quality and standard of care that the Provider shall provide in delivering a Service or providing access to a Facility after a Force Majeure shall be substantially the same as the nature, quality and standard of care that the Provider provides prior to the Force Majeure; and (iii) the Provider shall have been similarly prevented, frustrated, hindered or delayed in providing the same or substantially similar services or access to facilities, if any, to itself or its Affiliates due to such Force Majeure to the extent such Force Majeure affects Provider’s provision of such services or access to itself or its Affiliates, if any. In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give written notice of suspension as soon as reasonably practicable to the other Party stating the date and extent of such suspension and the cause thereof, and such Party shall resume the performance of such obligations as soon as reasonably practicable after the removal of the cause, and if the Provider is the Party so prevented, then the Recipient shall not be obligated to pay the Service Charge for the provision of a Service or access to a Facility to the extent and for so long as such Service or Facility is not made available to the Recipient hereunder as a result of such Force Majeure.

(b)           Alternative Services. In the event of a Force Majeure that continues for a period of more than fifteen (15) consecutive days, the Recipient with respect to the affected Service or Facility shall be entitled (i) to seek an alternative service provider or facility at its own cost to perform such Service or provide access to a commensurate facility during the pendency of the Force Majeure, and (ii) following the conclusion of such Force Majeure, to permanently terminate the Provider’s obligation to provide the affected Service or access to the affected Facility. In such event, the Recipient shall be relieved of the obligation to pay Service Charges for the provision of such Service or access to such Facility throughout the duration of such Force Majeure and, in the event of a permanent termination of the Provider’s obligation to provide such Service or access to such Facility, at any time thereafter.

ARTICLE VII MANAGEMENT AND CONTROL

Section 7.1             Cooperation.

(a)            Cooperation Among the Parties. During the Term, each Party shall, and shall cause each member of its Group to, use commercially reasonable efforts to cooperate with the relevant Provider with respect to such Provider’s provision of Services and access to Facilities and responding to such Provider’s reasonable requests for information related to the functionality or operation of the Services and Facilities. Neither Party nor any member of its Group shall knowingly take any action which would substantially interfere with or substantially increase the cost of the other Party to provide or cause to be provided any of the Services or access to the Facilities. Without limiting the foregoing, each Party shall provide or cause a member of its Group to provide the relevant Provider with reasonable access, during reasonable business hours, to (i) records related to the provision of the Services and access to the Facilities, and (ii) the relevant Party’s personnel and facilities for the purpose of training and consultation with respect to the Services and access to the Facilities.

(b)           Third-Party Contracts. If a Party or a member of its Group has entered into any third-party Contract in connection with the provision of any Service or access to any Facility, the Recipient of such Service or access to such Facility shall comply with the terms of such Contract to the extent the Recipient or the Filtration Transition Manager, if Filtration is the Recipient, or the Cummins Transition Manager, if Cummins is the Recipient, has been informed of such terms.

Section 7.2             Required Consents. Each Party shall use commercially reasonable efforts to obtain any and all third-party Consents necessary or advisable (a) to allow the relevant Provider to provide any Service or access to any Facility and (b) for the Provider not be in violation of any Contract or Law such that the relevant Provider would be prohibited from providing any Service or access to any Facility (such Consents, the “Required Consents”), including by facilitating the Recipient’s communication with the applicable third-party provider, if any, party to the applicable Contract for such Service or access to such Facility to the extent such communication is commercially reasonable; provided, however, that (i) the costs of obtaining all Required Consents shall be paid by the Recipient of such Service and access to such Facility and (ii) in no event shall the Provider of such Services or access to such Facilities be required to pay any money or other consideration (unless the applicable Recipient agrees to reimburse such Provider therefor), or to grant any material accommodation to any third-party Person (including any material amendment to any Contract), or to initiate any action or proceeding against any third-party Person, in order to obtain any Required Consent pursuant to this Section 7.2. Each Party shall provide written evidence of receipt of the Required Consents to the other Party upon such other Party’s request. Each Party shall not knowingly enter into a Contract that would prohibit the provision of a Service or access to Facilities, which Service or access to a Facility has a Service Term of at least twelve (12) months at the time such Contract is entered into, provided that a Provider’s obligations in the event such Contract is entered into shall be subject to Section 2.5.

Section 7.3             Primary Points of Contact for Agreement.

(a)            Appointment and Responsibilities. Each Party shall appoint an individual to act as the primary point of operational contact for the administration and operation of this Agreement, as follows:

(i)            The individual appointed by Filtration as the primary point of operational contact pursuant to this Section 7.3(a)(i) (the “Filtration Transition Manager”) shall have overall responsibility for coordinating, on behalf of Filtration, all activities undertaken by Filtration and its Providers, Recipients, Affiliates and representatives hereunder, including (A) the performance of Filtration’s obligations hereunder, (B) the coordinating of the provision of the Filtration-Provided Services and access to the Filtration-Provided Facilities with Cummins, (C) serving as the day-to-day contact for the Cummins Transition Manager, and (D) making available to Cummins the data, facilities, resources and other support services from Filtration required for the Cummins Providers to be able to provide the Cummins-Provided Services and access to the Cummins-Provided Facilities in accordance with the requirements of this Agreement. Filtration may change the Filtration Transition Manager from time to time upon written notice to Cummins. Filtration shall use commercially reasonable efforts to provide at least thirty (30) days’ prior written notice of any such change.

(ii)           The individual appointed by Cummins as the primary point of operational contact pursuant to this Section 7.3(a)(ii) (the “Cummins Transition Manager”) shall have overall operational responsibility for coordinating, on behalf of Cummins, all activities undertaken by Cummins and its Providers, Recipients, Affiliates and representatives hereunder, including (A) the performance of Cummins’ obligations hereunder, (B) the coordinating of the provision of the Cummins-Provided Services and access to the Cummins-Provided Facilities with Filtration, (C) serving as the day-to-day contact for the Filtration Transition Manager, and (D) making available to Filtration the data, facilities, resources and other support services from Cummins required for the Filtration Providers to be able to provide the Filtration-Provided Services and access to the Filtration-Provided Facilities in accordance with the requirements of this Agreement. Cummins may change the Cummins Transition Manager from time to time upon written notice to Filtration. Cummins shall use commercially reasonable efforts to provide at least thirty (30) days’ prior written notice of any such change.

(b)           Review Meetings. The Cummins Transition Manager and the Filtration Transition Manager shall meet either in-person at a mutually acceptable location or via telephone or video conference at least monthly to review Cummins’ and Filtration’s provision of the Services and access to the Facilities as required under this Agreement.

Section 7.4             Steering Committee.

(a)            Size and Composition. Cummins shall appoint three (3) members of its management staff, and Filtration shall appoint three (3) members of its management staff to serve on a transition steering committee (the “Steering Committee”). Either Party may change its Steering Committee members from time to time upon written notice to the other Party; provided, however, that the Cummins Transition Manager and the Filtration Transition Manager shall at all times remain as members of the Steering Committee. In addition, the Parties may mutually agree to increase or decrease the size, purpose or composition of the Steering Committee in an effort for the Providers to better provide, and for the Recipients to better utilize, the Services and access to the Facilities.

(b)           Responsibilities. The Steering Committee’s responsibilities include:

(i)            generally overseeing the performance of each Party’s obligations under this Agreement; and

(ii)           making, and providing continuity for making, decisions for the Recipients with respect to the establishment, prioritization and use of the Services and access to the Facilities.

(c)            Review Meetings. The Steering Committee shall meet either in-person at a mutually acceptable location or via telephone or video conference at least monthly to review Cummins’ and Filtration’s provision of the Services and access to the Facilities as required under this Agreement.

Section 7.5             Personnel.

(a)            Access. The Provider of any Service or access to any Facility shall make available to the Recipient of such Service or access to such Facility such personnel as may be reasonably necessary to provide such Service, in accordance with such Provider’s standard business practices. The Provider shall have the right, in its reasonable discretion, to (i) designate which personnel it will assign to perform such Service, and (ii) remove and replace such personnel at any time.

(b)           Responsibility. The Provider of any Service or access to any Facility shall be solely responsible for all salary, employment and other benefits of and Liabilities relating to the employment or engagement of persons employed or engaged by such Provider. In performing their respective duties hereunder, all such employees and independent contractors of any Provider shall be under the direction, control and supervision of such Provider, and such Provider shall have the sole right to exercise all authority with respect to the employment, engagement (including termination of employment or engagement), assignment and compensation of such employees and independent contractors.

Section 7.6             No Agency. Nothing in this Agreement shall be deemed in any way or for any purpose to constitute either Party or any of its Affiliates acting as an agent of another unaffiliated Person in the conduct of such other Person’s business. A Provider of any Service or access to any Facility hereunder shall act as an independent contractor and not as an agent of the Recipient or its Affiliates in performing such Service or providing access to such Facility.

Section 7.7             Data Processing. The provisions of Section 6.8 of the Separation Agreement shall govern the Processing of Personal Data in connection with the provision of Services or access to Facilities hereunder.

ARTICLE VIII MISCELLANEOUS

Section 8.1             Treatment of Confidential Information. The provisions of Section 6.5 of the Separation Agreement shall govern the treatment of Confidential Information that is accessed or received in connection with the provision of Services or access to Facilities hereunder.

Section 8.2             Local Service Agreements; Joinder Agreements.

(a)            Prior to, at or after the Effective Date, the Parties or their Affiliates have entered into or may enter into service agreements (any such agreements, “Local Service Agreements”) between or among members of the Cummins Group, on the one hand, and members of the Filtration Group, on the other hand, with respect to certain territories or jurisdictions, including as set forth on Schedule 8.2(a), in such forms as the Parties have agreed or may agree. From and after the Effective Date, the Parties shall reasonably cooperate to enter into such Local Service Agreements to the extent required by applicable Law. Neither a Party nor any of its Affiliates shall agree to any modifications to the application of this Agreement to a Local Service Agreement, unless such modifications are necessary to comply with the legal and regulatory requirements of the relevant jurisdiction.

(b)            Each Party shall cause their respective Subsidiaries who are to provide or receive Services, or who have provided or received Pre-IPO Services, to become a party to this Agreement and adopt this Agreement with the same force and effect as if it were originally a party hereto by executing a Joinder Agreement substantially in the form attached as Exhibit B hereto (each, a “Joinder Agreement”), including those Subsidiaries set forth on Schedule 8.2(b), other than any Subsidiaries that execute or have executed a Local Services Agreement in lieu of such Joinder Agreement.  From and after the Effective Date, the Parties shall reasonably cooperate to deliver such executed Joinder Agreements. Each such Joinder Agreement executed pursuant to this Section 8.2(b) shall be deemed part of this Agreement as of the date of such Joinder Agreement.

Section 8.3             Entire Agreement; Construction. This Agreement, including the Exhibits and Schedules hereto and any Local Service Agreements or Joinder Agreements, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter, including any previous intercompany service level agreement, partnership agreement or similar commitment, course of dealing or writing. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Subject to applicable Law, in the event of any inconsistency between this Agreement and any Local Service Agreement (including to the extent this Agreement applies to the Local Service Agreement), this Agreement shall prevail. In the event of any conflict between this Agreement and the Tax Matters Agreement, the terms and conditions of the Tax Matters Agreement shall control.

Section 8.4             Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

Section 8.5             Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile or electronic mail with receipt confirmed to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.6 or as otherwise specified in a Joinder Agreement):

To Cummins:

Cummins Inc.

500 Jackson Street,

Box 3005

Columbus, Indiana 47202-3005

Attn: General Counsel

Facsimile: ****************

Email: ****************

To Filtration:

Atmus Filtration Technologies Inc.

26 Century Boulevard

Nashville, Tennessee 37214

Attn: General Counsel

Facsimile: ****************

Email: ****************

Section 8.6             Consents. Any consent required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group). For this purpose, a Party may provide its written consent in the form of an email that expressly sets forth such consent and is delivered by the General Counsel of the Party giving such consent to the General Counsel of the Party requesting such consent.

Section 8.7             No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 8.8             Amendment. Except with respect to the execution of any Joinder Agreement, or the amendment, supplementation or modification thereof in accordance with the terms and provisions of such Joinder Agreement, no provisions of this Agreement shall be deemed amended, supplemented or modified unless such amendment, supplement or modification is in writing and signed by an authorized representative of each Party.  No provisions of this Agreement shall be deemed waived unless such waiver is in writing and signed by the authorized representative of the Party against whom it is sought to be enforced.

Section 8.9             Assignment. The provisions of Section 10.8 of the Separation Agreement shall be the assignment provisions with respect to this Agreement.

Section 8.10           Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

Section 8.11           Payment Terms. Without the written consent of the Party receiving any payment under this Agreement specifying otherwise, all payments to be made under this Agreement shall be made in United States Dollars. Except as expressly provided herein, any amount which is not expressed in United States Dollars shall be converted into United States Dollars by using the exchange rate published on Bloomberg at 5:00 pm Eastern Standard time (EST) on the day before the relevant date or in the Wall Street Journal on such date if not so published on Bloomberg. Except as expressly provided herein, in the event that any indemnification payment required to be made hereunder may be denominated in a currency other than United States Dollars, the amount of such payment shall be converted into United States Dollars on the date on which notice of the claim is given to the Indemnifying Party.

Section 8.12           Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein or in any Joinder Agreement to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Date, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Section 8.13           Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.

Section 8.14           Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and appoints Cummins as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that:

(a)            this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and

(b)            Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreement.

Section 8.15           Titles and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 8.16           Schedules. The Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 8.17           Governing Law. The provisions of Section 10.16 of the Separation Agreement shall determine the governing law with respect to this Agreement.

Section 8.18           Submission to Jurisdiction. The provisions of Section 10.17 of the Separation Agreement shall be the submission to jurisdiction with respect to this Agreement.

Section 8.19           Waiver of Jury Trial. The provisions of Section 10.18 of the Separation Agreement shall be the waiver of jury trial provisions with respect to this Agreement.

Section 8.20           Dispute Resolution. The provisions of Article VIII of the Separation Agreement shall govern any Dispute under or in connection with this Agreement.

Section 8.21           Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 8.22           Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

Exhibit 10.3

Execution Version

TAX MATTERS AGREEMENT

by and between

CUMMINS INC.

and

ATMUS FILTRATION TECHNOLOGIES INC.,

dated as of May 29, 2023

TABLE OF CONTENTS

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of May 29, 2023 between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Filtration” and, together with Cummins, the “Parties”). Capitalized terms not defined in the context of which such terms are first used in this Agreement shall have the meanings assigned to such terms in Section 1.1 or, if not assigned a meaning in Section 1.1, the meanings assigned to such terms in the Separation Agreement, dated as of May 29, 2023 (the “Separation Agreement”).

W I T N E S S E T H:

WHEREAS, the Board of Directors of Cummins has determined that it is in the best interests of Cummins to separate Cummins’ filtration business from its other businesses, creating Filtration as a new subsidiary company (the “Separation”) and, following the Separation, to undertake an initial public offering (the “IPO”) of Filtration;

WHEREAS, Filtration has been incorporated for these purposes and has not engaged in activities except those incidental to its formation and in preparation for the IPO;

WHEREAS, prior to the IPO, Cummins will effect certain restructuring transactions described in the Separation Plan for the purpose of aggregating the filtration business in the Filtration Group (as defined below) prior to the IPO, including the Contribution to Filtration (collectively, the “Reorganization”);

WHEREAS, in connection with the IPO, Cummins will undertake the Debt-for-Equity Exchange, as described in the Separation Agreement;

WHEREAS, following the IPO, Cummins intends to effect the Distribution in a transaction, that, together with certain steps in the Reorganization, are intended to qualify as a tax-free reorganization under Sections 368(a)(1)(D) and 355 of the Code;

WHEREAS, certain members of the Cummins Group, on the one hand, and certain members of the Filtration Group, on the other hand, file certain Tax Returns on a consolidated, combined or unitary basis for certain federal, state, local and foreign Tax purposes; and

WHEREAS, the Parties desire to (a) provide for the payment of Tax liabilities and entitlement to refunds thereof, allocate responsibility for, and cooperation in, the filing of Tax Returns, and provide for certain other matters relating to Taxes, and (b) set forth certain covenants and indemnities relating to the preservation of the tax-free status of the Contribution and Distribution and certain other transactions included in the Reorganization.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I DEFINITIONS

Section 1.1          General. As used in this Agreement, the following terms shall have the following meanings:

(1)            “Adjustment” shall mean an adjustment of any item of income, gain, loss, deduction, credit or any other item affecting Taxes of a taxpayer pursuant to a Final Determination.

(2)            “Affiliate” shall mean, with respect to a Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. For this purpose, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, by contract or otherwise.

(3)            “Agreement” shall have the meaning set forth in the preamble hereto.

(4)            “Controlling Party” shall mean, with respect to a Tax Contest, the Party entitled to control such Tax Contest pursuant to Section 6.2 and Section 6.3 of this Agreement.

(5)            “Code” shall mean the Internal Revenue Code of 1986, as amended.

(6)            “Cummins” shall have the meaning set forth in the preamble hereto.

(7)            “Cummins Affiliated Group” shall mean an affiliated group (as that term is defined in Section 1504 of the Code and the regulations thereunder) of which a member of the Cummins Group is a member.

(8)            “Cummins Federal Consolidated Income Tax Return” shall mean any United States federal income Tax Return for a Cummins Affiliated Group.

(9)            “Cummins Group” shall mean Cummins and each Person that is a Subsidiary of Cummins (other than Filtration and any other member of the Filtration Group).

(10)          “Cummins Separate Return” shall mean any Tax Return of or including any member of the Cummins Group (including any consolidated, combined or unitary return) that does not include any member of the Filtration Group.

(11)          “Debt-for-Equity Exchange” shall have the meaning set forth in the Recitals.

(12)          “Distribution Date” shall mean the date on which the Distribution is completed.

(13)          “Distribution Taxes” shall mean any Taxes incurred solely as a result of the failure of the Tax-Free Status of the Transactions of the Reorganization, the Contribution, Debt-for-Equity Exchange or the Distribution.

(14)          “Employment Tax” shall mean those Liabilities for Taxes which are allocable pursuant to the provisions of the Employee Matters Agreement.

(15)          “Excluded Taxes” shall mean any Taxes to the extent expressly addressed in the Separation Agreement or an Ancillary Agreement, including, but not limited to, (a) Employment Taxes, (b) Taxes arising in connection with transition services provided pursuant to the Transition Services Agreement or any Local Services Agreement, (c) sales, use, excise, customs, export, import, commodity and/or any other similar taxes imposed on the sale and supply the products pursuant to the Filtration First-Fit Supply Agreement, (d) Taxes relating to, arising out of, by reason of or otherwise in connection with (i) a breach of Section 10.23 of the Separation Agreement or (ii) any IPO Disclosure Document, or (e) Reporting-Related Taxes.

(16)          “Federal Income Tax” shall mean any Tax imposed by Subtitle A of the Code other than an Employment Tax, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

(17)          “Filtration” shall have the meaning set forth in the preamble hereof.

(18)          “Filtration Disqualifying Action” shall mean (a) any action (or the failure to take any action) by any member of the Filtration Group after the Distribution (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions), (b) any event (or series of events) after the Distribution involving the capital stock of Filtration or any assets of any member of the Filtration Group, or (c) any breach by any member of the Filtration Group after the Distribution of any representation, warranty or covenant made by them in this Agreement, that, in each case, would adversely affect the Tax-Free Status of the Transactions; provided, however, that the term “Filtration Disqualifying Action” shall not include any action entered into pursuant to any Ancillary Agreement (other than this Agreement) or that is undertaken pursuant to the Reorganization, the Contribution, Debt-for-Equity Exchange or the Distribution.

(19)          “Filtration Group” shall mean Filtration and each Person that will be a Subsidiary of Filtration as of immediately after the Effective Time.

(20)          “Filtration Separate Return” shall mean any Tax Return for any Tax Period (including, for the avoidance of doubt, any Pre-IPO Period) of or including any member of the Filtration Group (including any consolidated, combined or unitary return) that does not include any member of the Cummins Group.

(21)          “Final Determination” shall mean the final resolution of liability for any Tax for any Tax Period, by or as a result of (a) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed, (b) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Laws of other jurisdictions, which resolves the entire Tax liability for any Tax Period, (c) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund or credit may be recovered by the jurisdiction imposing the Tax, or (d) any other final resolution, including by reason of the expiration of the applicable statute of limitations or the execution of a pre-filing agreement with the IRS or other Taxing Authority.

(22)          “Foreign Tax” shall mean any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

(23)          “Gain Recognition Agreement” shall mean a gain recognition agreement as described in Treasury Regulation Section 1.367(a)-8 or any successor provision thereto.

(24)          “Group” shall mean either the Filtration Group or the Cummins Group, as the context requires.

(25)          “Income Tax” shall mean any federal, state, local or Foreign Tax determined by reference to income, profits, gains, net worth, gross receipts, or any Taxes imposed in lieu of such a Tax.

(26)          “Indemnifying Party” shall have the meaning set forth in Section 5.2.

(27)          “Indemnitee” shall have the meaning set forth in Section 5.2.

(28)          “IPO” shall have the meaning set forth in the recitals.

(29)          “IRS” shall mean the United States Internal Revenue Service or any successor thereto, including, but not limited to its agents, representatives, and attorneys.

(30)          “IRS Ruling” shall mean any U.S. federal income Tax ruling and any supplements thereto, issued to Cummins by the IRS in connection with the Reorganization, the Separation, the Distribution and any related transactions.

(31)          “IRS Ruling Request” shall mean any letter filed by Cummins with the IRS requesting a ruling regarding certain tax consequences of the Reorganization, the Separation, the Distribution and any related transaction and any amendment or supplement to such ruling request letter.

(32)          “Joint Return” shall mean any Tax Return that actually includes, by election or otherwise, one or more members of the Cummins Group together with one or more members of the Filtration Group, including any entity that is a predecessor or successor (including an “acquiring corporation” within the meaning of Section 381 of the Code) to a member of the Cummins Group or the Filtration Group.

(33)          “Measurement Date” shall mean the last day of the month that precedes the Effective Date.

(34)          “Non-Controlling Party” shall mean, with respect to a Tax Contest, the Party that is not entitled to control such Tax Contest pursuant to Section 6.2 and Section 6.3 of this Agreement.

(35)          “Parties” shall have the meaning set forth in the preamble hereto.

(36)          “Past Practices” shall have the meaning set forth in Section 3.5.

(37)          “Post-IPO Period” shall mean any Tax Period (or portion thereof) beginning after the Measurement Date, including for the avoidance of doubt, the portion of any Straddle Period beginning after the Measurement Date.

(38)          “Pre-IPO Period” shall mean any Tax Period (or portion thereof) ending on or before the Measurement Date, including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Measurement Date.

(39)          “Prohibited Acts” shall have the meaning set forth in Section 4.2.

(40)          “Property Tax” shall mean any real, personal and intangible ad valorem Tax imposed by any Taxing Authority incident to the ownership of property, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

(41)          “Proposed Acquisition Transaction” shall mean a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by Filtration management or shareholders, is a hostile acquisition, or otherwise, as a result of which Filtration (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from Filtration (or any successor thereto) or one or more holders of Filtration Common Stock, respectively, any amount of stock of Filtration, that would, when combined with any other direct or indirect changes in ownership of the stock of Filtration pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise fifty percent (50%) or more of (a) the value of all outstanding shares of Filtration as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of Filtration as of the date of the such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by Filtration of a shareholder rights plan or (ii) issuances by Filtration that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

(42)          “Reasonable Basis” shall mean reasonable basis within the meaning of Section 6662(d)(2)(B)(ii)(II) of the Code and the Treasury Regulations promulgated thereunder (or such other level of confidence required by the Code at that time to avoid the imposition of penalties).

(43)          “Refund” shall mean (a) any refund, reimbursement, offset, credit, or other similar benefit in respect of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied against other Taxes payable) and (b) any interest paid on or with respect to any amount of the type described in clause (a) above.

(44)          “Refund Recipient” shall have the meaning set forth in Section 2.10(c).

(45)          “Reorganization” shall have the meaning set forth in the recitals.

(46)          “Responsible Party” shall mean, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return pursuant to this Agreement.

(47)          “Restricted Period” shall mean the period which begins with the Distribution Date and ends two (2) years thereafter.

(48)          “Separate Return” shall mean a Cummins Separate Return or a Filtration Separate Return, as the case may be.

(49)          “Separation” shall have the meaning set forth in the recitals.

(50)          “Separation Agreement” shall have the meaning set forth in the preamble hereto.

(51)          “Separation Plan” shall mean the Project Phoenix Global Step Plan, dated the day prior to the Effective Date.

(52)          “Separation Related Tax Contest” means any Tax Contest in which the IRS, another Taxing Authority or any other party asserts a position that could reasonably be expected to adversely affect, jeopardize or prevent (a) the Tax-Free Status of the Transactions, or (b) a transaction pursuant to the Separation Plan (other than a transaction described in clause (a)) to have the Tax treatment intended pursuant to the Separation Plan.

(53)          “Straddle Period” shall mean any taxable year or other Tax Period that begins on or before the Measurement Date and ends after the Measurement Date.

(54)          “State Tax” shall mean any Tax imposed by any State of the United States or by any political subdivision of any such State, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

(55)          “Tax” or “Taxes” shall mean (a) all taxes, charges, fees, duties, levies, imposts, rates or other assessments or governmental charges of any kind imposed by any federal, state, local or non-United States Taxing Authority, including, without limitation, income, gross receipts, employment, estimated, excise, escheat or unclaimed property, severance, stamp, occupation, premium, windfall profits, environmental, custom duties, property, sales, use, license, services, digital services, capital stock, transfer, franchise, registration, payroll, withholding (to the extent not related to employment), social security, unemployment, disability, VAT, import, export, ad valorem, alternative or add-on minimum or other taxes (including any fee, assessment, or other charge in the nature of or in lieu of any tax), imposed by any Taxing Authority, whether disputed or not, and including any interest, penalties, charges or additions attributable thereto, (b) liability for the payment of any amount of the type described in clause (a) above arising as a result of being (or having been) a member of any group or being (or having been) included or required to be included in any Tax Return related thereto, and (c) liability for the payment of any amount of the type described in clauses (a) or (b) above as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person.

(56)          “Tax Attribute” shall mean net operating losses, capital losses, research and experimentation credit carryovers, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, overall domestic losses, previously taxed income, separate limitation losses and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future Tax Period.

(57)          “Tax Benefit” shall mean, with respect to a Tax Period, the amount by which the cash Tax liability of an entity (or of the consolidated or combined group of which it is a member) is reduced solely as a result of a Tax Item, or the amount of an actual Tax Refund that is generated solely as a result of such Tax Item (plus any related interest received from any Taxing Authority), in either case, by comparing the cash Tax liability or actual Tax Refund on the applicable Tax Return that would arise with and without the Tax Item potentially giving rise to the Tax Benefit.

(58)          “Tax Certificates” shall mean any certificates of officers of Cummins or Filtration provided to KPMG or any other law or accounting firm in connection with any Tax Opinion issued in connection with the Reorganization or Distribution.

(59)          “Tax Contest” shall have the meaning set forth in Section 6.1.

(60)          “Tax-Free Status of the Transactions” shall mean the qualification of (a) the Contribution, the Debt-for-Equity Exchange and the Distribution, taken together, (i) as a reorganization described in Sections 368(a)(1)(D) and 355(a) of the Code, (ii) as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(c) and 361(c) of the Code, (iii) as a transaction in which Cummins will recognize no income or gain for U.S. federal income Tax purposes with respect to the receipt of the Consideration by reason of Sections 355 and 361 of the Code, and (iv) as a transaction in which Cummins, Filtration and the holders of Cummins Common Stock recognize no income or gain for U.S. federal income Tax purposes pursuant to Sections 355, 361 and 1032 of the Code, other than, in the case of Cummins and Filtration, intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code; and (b) the transactions described in the Separation Plan as being free from Tax to the extent set forth therein.

(61)          “Tax Item” shall mean any item of income, gain, loss, deduction, or credit, or any other item (including the basis or adjusted basis of property) which increases or decreases Taxes paid or payable in any taxable period.

(62)          “Tax Law” shall mean the law of any Taxing Authority or political subdivision thereof relating to any Tax.

(63)          “Tax Materials” shall have the meaning set forth in Section 4.1(a).

(64)          “Tax Opinion” shall mean any written opinion of KPMG or any other law or accounting firm regarding certain tax consequences of certain transactions executed as part of the Reorganization and the Distribution.

(65)          “Tax Period” shall mean, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

(66)          “Tax Records” shall have the meaning set forth in Section 8.1.

(67)          “Tax-Related Losses” shall mean (a) all Taxes (including interest and penalties thereon) imposed pursuant to any settlement, Final Determination, judgment, or otherwise; (b) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in connection with such Taxes; and (c) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Cummins (or any of its Affiliates) or Filtration (or any of its Affiliates) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Taxing Authority, in each case, resulting from the failure of the Reorganization, Debt-for-Equity Exchange, Distribution, or any transaction associated therewith to qualify for the Tax-Free Status of the Transactions.

(68)          “Tax Return” shall mean any return, report, certificate, form or similar statement or document (including any related supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) supplied to or filed with, or required to be supplied to or filed with, a Taxing Authority, or any bill for or notice related to ad valorem or other similar Taxes received from a Taxing Authority, in each case, in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

(69)          “Taxing Authority” shall mean any governmental authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

(70)          “Transaction Taxes” shall mean, without duplication, all (a) sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp or similar Taxes imposed with respect to the Separation or Distribution, and (b) Taxes imposed on gains realized with respect to the steps taken pursuant to the Separation Plan, including in each case, any withholding in respect of such Taxes.

(71)          “Treasury Regulations” shall mean the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

(72)          “Unqualified Tax Opinion” shall mean a “will” opinion, without substantive qualifications, of a mutually agreed upon nationally recognized law or accounting firm, to the effect that a transaction will not affect the Tax-Free Status of the Transactions.

(73)          “VAT” means (a) any Tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) and any other Tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such Tax; (b) all goods and services tax and harmonized sales tax imposed under Part IX of the Excise Tax Act (Canada) and (c) any Tax of a similar nature to those described in clause (a) or clause (b) imposed elsewhere.

ARTICLE II PAYMENTS AND TAX REFUNDS

Section 2.1            U.S. Federal Income Tax Relating to Joint Returns.

(a)          Cummins shall pay and be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Pre-IPO Periods.

(b)          Filtration shall pay and be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) which Taxes are attributable to the Filtration Business for all Post-IPO Periods.

(c)          Cummins shall pay and be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) other than those Federal Income Taxes described in Section 2.1(b) for all Post-IPO Periods.

Section 2.2           U.S. Federal Income Tax Relating to Separate Returns.

(a)          Cummins shall pay and be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Cummins Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(b)          Filtration shall pay and be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Filtration Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

Section 2.3           U.S. State Tax Relating to Joint Returns.

(a)          Cummins shall pay and be responsible for any and all State Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Pre-IPO Periods.

(b)          Filtration shall pay and be responsible for any and all State Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) which Taxes are attributable to the Filtration Business for all Post-IPO Periods.

(c)          Cummins shall pay and be responsible for any and all State Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) other than those State Taxes described in Section 2.3(b) for all Post-IPO Periods.

Section 2.4           U.S. State Tax Relating to Separate Returns.

(a)          Cummins shall pay and be responsible for any and all State Taxes due with respect to or required to be reported on any Cummins Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(b)          Filtration shall pay and be responsible for any and all State Taxes due with respect to or required to be reported on any Filtration Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

Section 2.5           Foreign Tax Relating to Joint Returns.

(a)          Cummins shall pay and be responsible for any and all Foreign Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Pre-IPO Periods.

(b)          Filtration shall pay and be responsible for any and all Foreign Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) which Taxes are attributable to the Filtration Business for all Post-IPO Periods.

(c)          Cummins shall pay and be responsible for any and all Foreign Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) other than those Foreign Taxes described in Section 2.5(b) for all Post-IPO Periods.

Section 2.6           Foreign Tax Relating to Separate Returns.

(a)          Cummins shall pay and be responsible for any and all Foreign Taxes due with respect to or required to be reported on any Cummins Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(b)          Filtration shall pay and be responsible for any and all Foreign Taxes due with respect to or required to be reported on any Filtration Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

Section 2.7           Certain Transaction Taxes. Notwithstanding the provisions set forth in Sections 2.1, 2.2, 2.3, 2.4, 2.5, and 2.6:

(a)          Cummins shall pay and be responsible for any Transaction Taxes other than Transaction Taxes incurred as a result of (i) Filtration’s breach of any obligation under the Separation Agreement, this Agreement, or any Ancillary Agreement, or (ii) Filtration undertaking any action described in Section 4.2(a) or Section 4.2(b) (without regard to whether an Unqualified Tax Opinion may have been provided or whether Cummins consents to any such action).

(b)          Filtration shall pay and be responsible for any Transaction Taxes incurred as a result of (i) Filtration’s breach of any obligation under the Separation Agreement, this Agreement, or any Ancillary Agreement, or (ii) Filtration undertaking any action described in Section 4.2(a) or Section 4.2(b) (without regard to whether an Unqualified Tax Opinion may have been provided or whether Cummins consents to any such action).

Section 2.8           Determination of Tax Attributable to the Filtration Business.

(a)          For purposes of Section 2.1(b), the amount of Federal Income Taxes attributable to the Filtration Business for any Tax Period shall be reasonably determined by Cummins on a pro forma Filtration Group consolidated return prepared by:

(i)          including only Tax Items of members of the Filtration Group that were included in the relevant Cummins Federal Consolidated Income Tax Return;

(ii)          except as provided in Section 2.8(a)(iv) hereof, using all elections, accounting methods and conventions used on the relevant Cummins Federal Consolidated Income Tax Return for such Tax Period;

(iii)          applying the highest statutory marginal corporate income Tax rate in effect for such Tax Period; and

(iv)          assuming that the Filtration Group elects not to carry back any net operating losses.

(b)          The amount of State Taxes and Foreign Taxes attributable to the Filtration Business shall be as reasonably determined by Cummins in a manner consistent with the principles of Section 2.8(a), to the extent relevant.

(c)          For any Straddle Period, Taxes for the Pre-IPO Period shall be computed (i) in the case of Taxes imposed on a periodic basis, on a daily pro rata basis, and (ii) in the case of other Taxes generally, as if the Tax Period ended as of the close of business on the Measurement Date. For the avoidance of doubt, in the event that Property Taxes are imposed with respect to property that is owned by both a member of the Cummins Group and a member of the Filtration Group during a Tax Period, the amount of Property Taxes for which each of Cummins and Filtration is liable shall be computed on a daily pro rata basis with respect to the number of days the Cummins Group member and the Filtration Group member, respectively, owned the property. For purposes of determining the amount of any Taxes that are imposed as a result of any inclusion under Sections 951 or 951A of the Code (or any corresponding or similar provision of state or local Tax Law) in respect of Straddle Period income of any member of the Cummins Group or Filtration Group that is organized or incorporated outside the United States, the amount of Straddle Period income of any non-U.S. Subsidiary of the Company that is attributable to a Pre-IPO Period shall be computed on a “closing-of-the-books” basis as if any relevant Straddle Period of such non-U.S. Subsidiary ended at the close of business on the Measurement Date.

(d)          Cummins shall use reasonable efforts to make a draft of the relevant pro forma Filtration Group consolidated return prepared pursuant to Section 2.8(a) or determination of State Taxes and Foreign Taxes made pursuant to Section 2.8(b) available to Filtration for its review and comment promptly once such draft pro forma Filtration Group consolidated return or determination is materially complete and notify Filtration to the extent that it varies from past practices, accounting methods, elections and conventions. Filtration shall provide any comments to such draft pro forma Filtration Group consolidated return or determination of State Taxes or Foreign Taxes to Cummins no later than thirty (30) days after the receipt of such draft pro forma Filtration Group consolidated return or determination from Cummins and Cummins shall consider in good faith any reasonable comments to such draft pro forma Filtration Group consolidated return or determination that are timely provided by Filtration.

Section 2.9           Excluded Taxes. Notwithstanding anything herein to the contrary, Liability for Excluded Taxes shall be determined pursuant to the Separation Agreement or relevant Ancillary Agreement, as applicable.

Section 2.10         Tax Refunds.

(a)          Cummins shall be entitled to all Refunds related to Taxes the liability for which is allocated to Cummins pursuant to this Agreement. Filtration shall be entitled to all Refunds related to Taxes the liability for which is allocated to Filtration pursuant to this Agreement; provided, however, Cummins shall not be obligated to pay Filtration for any single Refund or aggregated Refunds until the amount of such Refunds exceeds $25,000 ("De Minimis Threshold"). Upon exceeding the De Minimis Threshold, the entire amount of such Refunds from the first dollar shall be payable to Filtration. For avoidance of doubt, the De Minimis Threshold shall reset after Cummins pays applicable Refunds to Filtration.

(b)           Filtration shall pay to Cummins any Refund received by Filtration or any member of the Filtration Group that is allocable to Cummins pursuant to Section 2.10(a) no later than thirty (30) days after the receipt of such Refund. Cummins shall pay to Filtration any Refund received by Cummins or any member of the Cummins Group that is allocable to Filtration pursuant to this Section 2.10 no later than thirty (30) days after the receipt of such Refund. For purposes of this Section 2.10, any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (determined without taking into account any applicable extensions). Notwithstanding anything herein to the contrary, the amount of any Refund required to be paid pursuant to this Section 2.10(b) shall be net of (i) any reasonable costs incurred in securing such Refund and (ii) any Taxes imposed by any Taxing Authority on, related to, or attributable to, the receipt of or accrual of such Refund, including any Taxes imposed by way of withholding or offset.

(c)           If any Party (the “Refund Recipient”) receives a Refund that it is required to pay over to the other Party pursuant to this Section 2.10, such other Party, upon the request of the Refund Recipient, shall repay to the Refund Recipient the amount paid to the other Party (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event such Refund Recipient is required by applicable Law to repay such Refund.

Section 2.11          Tax Benefits. If Cummins determines, in its good faith discretion, that: (a) one Party is responsible for a Tax pursuant to this Agreement or under applicable Law; and (b) the other Party is entitled to a deduction, credit or other Tax benefit relating to such Tax, then the Party entitled to such deduction, credit or other Tax benefit shall pay to the Party responsible for such Tax the amount of the Tax Benefit arising from such deduction, credit or other Tax benefit, as determined by Cummins in its good faith discretion no later than thirty (30) days after making, in the case of Cummins, or receiving notice of, in the case of Filtration, such determination.

Section 2.12          Prior Agreements. Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Cummins Group and any member of the Filtration Group shall be terminated with respect to the Filtration Group and the Cummins Group as of the Effective Date. Upon such termination, no further payments by or to any member of the Cummins Group by or to any member of the Filtration Group with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Cummins Group and the Filtration Group shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided that, to the extent appropriate, payments made pursuant to such agreements shall be credited to Cummins or Filtration, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement. For the avoidance of doubt, neither the Separation Agreement nor any Ancillary Agreement shall be considered a Tax sharing or allocation agreement or practice for purposes of this Section 2.12.

ARTICLE III PREPARATION AND FILING OF TAX RETURNS

Section 3.1           Cummins’ Responsibility. Cummins shall prepare and file (or cause to be prepared and filed) when due (taking into account any applicable extensions) all Joint Returns and all Cummins Separate Returns, including any amended Joint Returns or amended Cummins Separate Returns. Notwithstanding the foregoing, with respect to any Joint Return with respect to Foreign Taxes, to the extent that any expenses related to a previously filed Joint Return for similar Foreign Taxes were customarily paid by a member of the Filtration Group, as determined by Cummins in its discretion, then any similar expenses shall be borne by Filtration, including, for the avoidance of doubt, any expenses related to the preparation of transfer pricing documentation.

Section 3.2           Filtration’s Responsibility. Filtration shall prepare and file (or cause to be prepared and filed) when due (taking into account any applicable extensions) all Tax Returns required to be filed by or with respect to members of the Filtration Group other than those Tax Returns which Cummins is required to prepare and file under Section 3.1 including any amended Tax Returns. The Tax Returns required to be prepared and filed by Filtration under this Section 3.2 shall include any Filtration Separate Returns and any amended Filtration Separate Returns.

Section 3.3           Right To Review Tax Returns. To the extent that the positions taken on any Tax Return would reasonably be expected to materially affect the Tax position or Tax Return of the Party other than the Responsible Party pursuant to Section 3.1 or Section 3.2 (the “Reviewing Party”), the Responsible Party shall, with respect to such Tax positions,

(a)          consult with the Reviewing Party with respect to such Tax positions on the portions of such Tax Return that relate to the business of the Reviewing Party (the Cummins Retained Business or the Filtration Business, as the case may be),

(b)          use reasonable efforts to make a draft of the relevant portions of such Tax Return (or the relevant portions thereof), workpapers and other supporting documents available to the Reviewing Party for its review and comment at least thirty (30) days prior to the due date for such Tax Return (taking into account extensions), and

(c)          consider in good faith any reasonable comments (to the extent relating to such Tax positions) that are timely provided by the Reviewing Party on the relevant portion of such Tax Return reasonably in advance of the due date for filing such Tax Return (taking into account extensions).

The Responsible Party and the Reviewing Party shall attempt in good faith to resolve any disagreement arising out of the review of any Tax Return, or portion thereof, pursuant to this Section 3.3. For the avoidance of doubt, any dispute among the Parties with respect to compliance with the requirements of this Section 3.3 shall be resolved in accordance with the dispute resolution provisions of Article IX as promptly as practicable. Notwithstanding anything herein to the contrary, with respect to any (1) Tax Return required to be filed before the Distribution Date (taking into account valid extensions) with respect to which Cummins is the Responsible Party, and (2) Cummins Federal Consolidated Income Tax Return, Cummins shall, in each case, consider Filtration’s comments in good faith but shall not be required to accept such comments.

Section 3.4           Cooperation. The Parties shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Article VII with respect to the preparation and filing of Tax Returns, including providing information required to be provided in Article VIII. Notwithstanding any provision of this Agreement to the contrary, Cummins shall not be required to disclose to Filtration any consolidated, combined, unitary, or other similar Joint Return of which a member of the Cummins Group is the common parent or any information related to such a Joint Return other than information relating solely to the Filtration Group; provided, however, that Cummins shall provide such additional information that is reasonably required in order for Filtration to determine the Taxes attributable to the Filtration Business. If an amended Separate Return for State Taxes for which Filtration is responsible under this Article II is required to be filed as a result of an amendment made to a Joint Return for Federal Income Tax pursuant to an audit adjustment, then the Parties shall cooperate to ensure that such amended Separate Return can be prepared and filed in a manner that preserves confidential information including through the use of third party preparers.

Section 3.5           Tax Reporting Practices.

(a)          Except as provided in Section 3.6, with respect to any Tax Return for any Tax Period that begins on or before the second anniversary of the Distribution Date with respect to which Filtration is the Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by Filtration; and (ii) that, to the extent consistent with clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Filtration shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Filtration shall not be permitted, and shall not permit any member of the Filtration Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Tax Periods (or portions thereof) ending on or before the Distribution Date have expired, unless Cummins provides its prior written consent.

(b)          The Tax treatment of any step in or portion of the Reorganization and the Distribution shall be reported on each applicable Tax Return consistently with the Tax-Free Status of the Transactions, taking into account the jurisdiction in which such Tax Returns are filed, unless there is no Reasonable Basis for such Tax treatment. In the event that a Party shall determine that there is no Reasonable Basis for such Tax treatment, such Party shall notify the other Party no later than twenty (20) Business Days prior to filing the relevant Tax Return and the Parties shall attempt in good faith to agree on the manner in which the relevant portion of the Reorganization and the Distribution shall be reported. If the Parties cannot reach a resolution, the dispute will be resolved in accordance with Article IX.

(c)          Cummins shall have the right to determine, in its sole discretion, whether to make elections to shorten or lengthen the Tax year of any entity listed on Schedule A or make a protective election under Section 336(e) of the Code. If Cummins determines, in its discretion, that a protective election under Section 336(e) of the Code shall be made with respect to the Distribution, Filtration agrees to take any such action that is necessary to effect such election, including any corresponding election with respect to any of its Subsidiaries, as determined by Cummins. If Cummins reasonably determines that the Filtration Group actually realizes a Tax Benefit with respect to a protective election under Section 336(e) of the Code made pursuant to this Section 3.5(c), Filtration shall promptly remit to Cummins any such Tax Benefit on an “as and when” realized basis; provided, however, that Filtration shall not be required to remit such Tax Benefit with respect to Taxes or Tax Attributes allocated to a member of the Filtration Group under this Agreement, as determined by Cummins in its discretion. If Filtration pays any amount to Cummins under this Section 3.5(c) and, as a result of a subsequent Final Determination, a Tax Benefit that gave rise to such payment is subsequently disallowed, Filtration shall notify Cummins of the amount to be repaid to Filtration, and Cummins shall then repay such amount to Filtration, together with any interest, fines, additions to Tax, penalties, or any additional amounts imposed by a Taxing Authority relating thereto.

Section 3.6           Payment of Taxes.

(a)          With respect to any Tax Return required to be filed pursuant to this Agreement, the Responsible Party shall remit or cause to be remitted to the applicable Taxing Authority in a timely manner any Taxes due in respect of any such Tax Return.

(b)          In the case of any Tax Return for which the Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes reported as due on such Tax Return, the Responsible Party shall notify the other Party, in writing, of its obligation to pay such Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party and the Party receiving such notice shall pay such amount to the Responsible Party upon the later of five (5) Business Days prior to the date on which such payment is due and fifteen (15) Business Days after the receipt of such notice.

Section 3.7           Amended Returns and Carrybacks.

(a)          Filtration shall not, and shall not permit any member of the Filtration Group to, file or allow to be filed any request for an Adjustment for any Tax Period (or portion thereof) ending on or before the Distribution Date (including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date) without the prior written consent of Cummins, such consent to be exercised in Cummins’ discretion.

(b)          Filtration shall, and shall cause each member of the Filtration Group to, make any available elections to waive the right to carry back any Tax Attribute (i) from a Tax Period or portion thereof ending after the Measurement Date to a Joint Return in respect of a Tax Period or portion thereof ending on or before the Measurement Date and (ii) from a Tax Period or portion thereof ending after the Distribution Date to a Joint Return in respect of a Tax Period or portion thereof ending on or before the Distribution Date.

(c)          Filtration shall not, and shall cause each member of the Filtration Group not to, without the prior written consent of Cummins, make any affirmative election to carry back any Tax Attribute (i) from a Tax Period or portion thereof ending after the Measurement Date to a Joint Return in respect of a Tax Period or portion thereof ending on or before the Measurement Date or (ii) from a Tax Period or portion thereof ending after the Distribution Date to a Joint Return in respect of a Tax Period or portion thereof ending on or before the Distribution Date, in each case, such consent to be exercised in Cummins’ discretion.

(d)          If, notwithstanding the provisions of Section 3.7(b) and Section 3.7(c), Filtration is required by Law to carry back a Tax Attribute to a Pre-IPO Period, Cummins shall promptly remit to Filtration any Tax Benefit that the Cummins Group actually realizes with respect to any such carryback on an “as and when” realized basis; provided, however, that Cummins shall not be required to remit such Tax Benefit with respect to any such carryback arising from Taxes or Tax Attributes allocated to a member of the Cummins Group under this Agreement, as determined by Cummins in its discretion. If Filtration has a Tax Attribute that must be carried back to any Pre-IPO Period, Filtration shall notify Cummins in writing that such Tax Attribute must be carried back. Such notification shall include a description in reasonable detail of the basis for any Tax Benefit and the amount thereof, and a certification by an appropriate officer of Filtration setting forth Filtration’s belief (together with supporting analysis prepared by a professional Tax advisor) that the Tax treatment of such Tax Attribute is more likely than not correct. If Cummins pays any amount to Filtration under this Section 3.7(d) and, as a result of a subsequent Final Determination, a Tax Benefit that gave rise to such payment is subsequently disallowed, Cummins shall notify Filtration of the amount to be repaid to Cummins, and Filtration shall then repay such amount to Cummins, together with any interest, fines, additions to Tax, penalties, or any additional amounts imposed by a Taxing Authority relating thereto. For purposes of this Agreement, a Tax Benefit shall be deemed to have been realized at the time any actual Refund of Taxes is received or applied against other cash Taxes due, or at the time of filing a Tax Return (including a Tax Return relating to estimated Taxes) on which a Tax Item is applied in reduction of cash Taxes that would otherwise be payable.

(e)          Receipt of consent by Filtration or a member of the Filtration Group from Cummins pursuant to the provisions of this Section 3.7 shall not limit or modify Filtration’s continuing indemnification obligation pursuant to Article V.

Section 3.8           Tax Attributes. Cummins shall in good faith advise Filtration in writing of the amount, if any, of any Tax Attributes, which Cummins determines, in its good faith discretion, shall be allocated or apportioned to the Filtration Group in accordance with Past Practice unless otherwise required under applicable Law. Filtration and all members of the Filtration Group shall prepare all Tax Returns in accordance with such written notice. Filtration agrees that it shall not dispute Cummins’ allocation or apportionment of Tax Attributes. For the avoidance of doubt, Cummins shall not be required to create or cause to be created any books and records or reports or other documents based thereon (including, without limitation, “earnings & profits studies,” “basis studies” or similar determinations) that it does not maintain or prepare in the ordinary course of business in order to comply with this Section 3.8. The allocations made under this Section 3.8 shall be revised by Cummins, in its discretion, to reflect each subsequent Final Determination or change in Law that affects such allocations or the amounts of Tax Attributes available for allocation. Notwithstanding any provision of this Agreement to the contrary, for the avoidance of doubt, the Parties agree that Cummins is not warranting or guaranteeing the amount of any such Tax Attributes and Cummins shall not be liable to any member of the Filtration Group for any failure of any determination under this Section 3.8 to be accurate under applicable Law.

ARTICLE IV TAX-FREE STATUS OF THE DISTRIBUTION

Section 4.1           Representations and Warranties.

(a)          Cummins, on behalf of itself and all other members of the Cummins Group, hereby represents and warrants that (i) it has examined the IRS Ruling, the IRS Ruling Request and any other materials delivered or deliverable in connection with the issuance of the IRS Ruling and the Tax Certificates (collectively, the “Tax Materials”), and (ii) the facts presented and representations that have been or will be made therein, to the extent descriptive of or otherwise relating to Cummins or any member of the Cummins Group or the Cummins Retained Business, were or will be, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. Cummins, on behalf of itself and all other members of the Cummins Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Cummins or any member of the Cummins Group or the Cummins Retained Business.

(b)          Filtration, on behalf of itself and all other members of the Filtration Group, hereby represents and warrants that (i) it has examined the Tax Materials, and (ii) the facts presented and representations that have been or will be made therein, to the extent descriptive of or otherwise relating to Filtration or any member of the Filtration Group or the Filtration Business, were or will be, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. Filtration, on behalf of itself and all other members of the Filtration Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Filtration or any member of the Filtration Group or the Filtration Business.

(c)          Each of Cummins, on behalf of itself and all other members of the Cummins Group, and Filtration, on behalf of itself and all other members of the Filtration Group, represents and warrants that it knows of no fact (after due inquiry) that may cause the Tax treatment of the Reorganization, the Debt-for-Equity Exchange or the Distribution to be other than the Tax-Free Status of the Transactions.

(d)          Each of Cummins, on behalf of itself and all other members of the Cummins Group, and Filtration, on behalf of itself and all other members of the Filtration Group, represents and warrants that it has no plan or intent to take any action which is inconsistent with any statements or representations made in the Tax Materials.

Section 4.2           Restrictions Relating to the Distribution.

(a)          Filtration, on behalf of itself and all other members of the Filtration Group, hereby covenants and agrees that no member of the Filtration Group will take, fail to take, or permit to be taken any action where such action or failure to act (i) would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Materials; or (ii) constitutes a Filtration Disqualifying Action.

(b)          During the Restricted Period, Filtration:

(i)          shall continue and cause to be continued the active conduct of the Filtration Business for purposes of Section 355(b)(2) of the Code, taking into account Section 355(b)(3) of the Code, as conducted immediately prior to the Distribution;

(ii)         shall not voluntarily dissolve or liquidate itself or any of its Affiliates (including any action that is a liquidation for U.S. federal income Tax purposes);

(iii)        shall not (A) enter into any Proposed Acquisition Transaction or, to the extent Filtration has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (B) redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (C) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of its capital stock (including through the conversion of any capital stock into another class of capital stock), (D) merge or consolidate with any other Person, or (E) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Tax Certificates) which in the aggregate would, when combined with any other direct or indirect changes in ownership of Filtration capital stock pertinent for purposes of Section 355(e) of the Code, have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a fifty-percent (50%) or greater interest in Filtration or would reasonably be expected to result in a failure to preserve the Tax-Free Status of the Transactions;

(iv)          shall not, and shall not permit any member of the Filtration Group to, sell, transfer or otherwise dispose of or agree to, sell, transfer or otherwise dispose of (including in any transaction treated for federal income Tax purposes as a sale, transfer or disposition) assets (including, any shares of capital stock of a Subsidiary) that, in the aggregate, constitute more than twenty percent (20%) of the consolidated gross assets of Filtration or the Filtration Group. The foregoing sentence shall not apply to (A) sales, transfers, or dispositions of assets in the ordinary course of business, (B) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (C) any assets transferred to a Person that is disregarded as an entity separate from the transferor for federal income Tax purposes, or (D) any mandatory or optional repayment (or pre-payment) of any indebtedness of Filtration or any member of the Filtration Group. The percentages of gross assets or consolidated gross assets of Filtration or the Filtration Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of Filtration and the members of the Filtration Group as of the Distribution Date. For purposes of this Section 4.2(b)(iv), a merger of Filtration or one of its Subsidiaries with and into any Person that is not a wholly owned Subsidiary of Filtration shall constitute a disposition of all of the assets of Filtration or such Subsidiary; and

(v)          shall not (A) take any action (including, but not limited to, the sale or disposition of any stock, securities, or other assets), (B) permit any member of the Filtration Group to take any such action, (C) fail to take any action, or (D) permit any member of the Filtration Group to fail to take any action, in each case that would cause Cummins or any member of the Cummins Group to recognize gain under any Gain Recognition Agreement. In addition, Filtration shall file, and shall cause any member of the Filtration Group to file, any Gain Recognition Agreement reasonably requested by Cummins which Gain Recognition Agreement is determined by Cummins to be necessary so as to (1) allow for or preserve the Tax-Free Status of the Transactions or (2) avoid Cummins or any member of the Cummins Group recognizing gain under any Gain Recognition Agreement.

(c)          Notwithstanding the restrictions imposed by Section 4.2(a) and (b), if Filtration notifies Cummins that it desires to take one of the actions described therein (a “Notified Action”) during the Restricted Period, Filtration or a member of the Filtration Group may take any of the actions or transactions described therein if prior to taking such Notified Action Filtration either (i) obtains, and provides to Cummins, an Unqualified Tax Opinion in form and substance reasonably satisfactory to Cummins or (ii) obtains the prior written consent of Cummins waiving the requirement that Filtration obtain an Unqualified Tax Opinion, such waiver to be provided in Cummins’s sole and absolute discretion. Cummins’s evaluation of an Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such opinion. Filtration shall bear all costs and expenses of securing any such Unqualified Tax Opinion and shall reimburse Cummins for all reasonable out-of-pocket expenses that Cummins or any of its Affiliates may incur in good faith in seeking to obtain or evaluate any such Unqualified Tax Opinion. Neither the delivery of an Unqualified Tax Opinion nor Cummins’s waiver of Filtration’s obligation to deliver an Unqualified Tax Opinion shall limit or modify Filtration’s continuing indemnification obligation pursuant to Article V.

ARTICLE V INDEMNITY OBLIGATIONS

Section 5.1           Indemnity Obligations.

(a)          Cummins shall indemnify and hold harmless Filtration from and against, and will reimburse Filtration for, (i) all liability for Taxes allocated to Cummins pursuant to Article II, (ii) all Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Cummins Group pursuant to this Agreement, and (iii) the amount of any Refund received by any member of the Cummins Group that is allocated to Filtration pursuant to Section 2.10(a) and determined in accordance with Section 2.10(b).

(b)          Without regard to whether an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder, and notwithstanding anything else to the contrary contained herein, Filtration shall indemnify and hold harmless Cummins from and against, and will reimburse Cummins for, (i) all liability for Taxes allocated to Filtration pursuant to Article II, (ii) all Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Filtration Group pursuant to this Agreement, (iii) the amount of any Refund received by any member of the Filtration Group that is allocated to Cummins pursuant to Section 2.10(a) and determined in accordance with Section 2.10(b), and (iv) any Distribution Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any Filtration Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied).

(c)          To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax or Tax-Related Loss shall be shared by Cummins and Filtration according to relative fault.

Section 5.2           Indemnification Payments.

(a)          Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax-Related Losses attributable thereto, to the Indemnitee no later than the later of (i) five (5) Business Days prior to the date on which such payment is due to the applicable Taxing Authority or (ii) fifteen (15) Business Days after the receipt of notice from the other Party.

(b)          If, as a result of any change or redetermination made with respect to Section 2.2 or Section 2.7, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than five (5) Business Days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination.

Section 5.3           Payment Mechanics.

(a)          All payments under this Agreement shall be made by Cummins directly to Filtration and by Filtration directly to Cummins; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Cummins Group, on the one hand, may make such indemnification payment to any member of the Filtration Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 5.4.

(b)          In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

(c)          Without the written consent of the Party receiving any payment under this Agreement specifying otherwise, all payments to be made by either Cummins or Filtration under this Agreement shall be made in United States Dollars. Except as expressly provided herein, any amount which is not expressed in United States Dollars shall be converted into United States Dollars by using the exchange rate published on Bloomberg at 5:00 pm Eastern Standard time (EST) on the day before the relevant date or in the Wall Street Journal on such date if not so published on Bloomberg.

(d)          With respect to any payment between the Parties pursuant to this Agreement not made by the due date set forth in this Agreement for such payment, the outstanding amount will accrue interest at a rate per annum equal to the rate in effect for underpayments under Section 6621 of the Code from such due date to and including the payment date.

Section 5.4           Treatment of Payments. The Parties agree that any payment made among the Parties pursuant to this Agreement shall be treated, to the extent permitted by Law, for all United States federal income Tax purposes as either (a) a non-taxable contribution by Cummins to Filtration, or (b) a distribution by Filtration to Cummins, and, with respect to any payment made among the Parties pursuant to this Agreement after the Distribution, such payment shall be treated as having been made immediately prior to the Distribution (but only to the extent that the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the Treasury Regulations thereunder or Treasury Regulation Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)) or as payments of a Filtration Liability or Cummins Retained Liability, as the case may be. Notwithstanding the foregoing, Cummins shall notify Filtration if it reasonably determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

Section 5.5           Tax Gross-Up. If, notwithstanding Section 5.4, there is an adjustment to the Tax liability of a Party or any of its Affiliates as a result of its receipt of a payment pursuant to this Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Party or Affiliate receiving such payment would otherwise be entitled to receive.

ARTICLE VI TAX CONTESTS

Section 6.1           Notice. Each Party shall notify the other Party in writing no later than thirty (30) days, or as soon as reasonably practicable to permit a timely response to the Taxing Authority, after receipt by such Party or any member of its Group of a written communication from any Taxing Authority with respect to any pending or threatened audit, claim, dispute, suit, action, proposed assessment or other proceeding (a “Tax Contest”) concerning any Taxes for which the other Party may be liable pursuant to this Agreement, and thereafter shall promptly forward or make available to such Party copies of notices and communications relating to such Tax Contest.

Section 6.2           Separate Returns. Subject to Section 6.3, in the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

Section 6.3           Joint Returns and Separation Related Tax Contests. Notwithstanding anything herein to the contrary, in the case of any Tax Contest with respect to any Joint Return or any Separation Related Tax Contest, Cummins shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest. Notwithstanding the foregoing, to the extent a portion of any Tax Contest relating to a Joint Return or a Separation Related Tax Contest (a) relates to a Tax liability that is not reasonably expected to exceed $25,000 or (b) relates to a Foreign Tax matter that was customarily controlled by a member of the Filtration Group, as determined by Cummins in its discretion, then, in each case, Cummins may elect that Filtration shall be responsible for the conduct of such portion of such Tax Contest and any expenses related thereto, including expenses relating to supporting transfer pricing analysis. Notwithstanding anything herein to the contrary, this Section 6.3 shall not relieve any Party of its obligation to indemnify the other Party pursuant to the terms of this Agreement.

Section 6.4           Obligation of Continued Notice.

(a)          During the pendency of any Tax Contest or threatened Tax Contest, each of the Parties shall provide prompt notice to the other Party of any written communication received by it or a member of its respective Group from a Taxing Authority regarding any Tax Contest for which it is indemnified by the other Party hereunder or for which it may be required to indemnify the other Party hereunder; provided, however, that, in the event that timely notice is not provided, a Party shall be relieved of its obligation to indemnify the other Party only to the extent that such delay results in actual increased costs or actual prejudice to such other Party.

(b)          Unless waived by the Parties in writing, in connection with any potential Adjustment in a Tax Contest as a result of which Adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement in excess of $25,000, the Controlling Party shall:

(i)          keep the Non-Controlling Party reasonably informed in a timely manner of all significant actions taken or proposed to be taken by the Controlling Party with respect to such potential Adjustment in such Tax Contest;

(ii)         timely provide the Non-Controlling Party with copies of any written correspondence or filings submitted to any Taxing Authority or judicial authority in connection with such potential Adjustment in such Tax Contest;

(iii)        consult with the Non-Controlling Party reasonably in advance of taking any significant action in connection with such Tax Contest and offer a reasonable opportunity to comment before submitting any significant written materials to be furnished in connection with such Tax Contest, and

(iv)        defend such Tax Contest diligently and in good faith.

The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability or obligation which it may have to the Controlling Party under this Agreement, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

ARTICLE VII COOPERATION

Section 7.1           General. Each Party shall fully cooperate, and shall cause all members of such Party’s Group to fully cooperate, with all reasonable requests in writing from the other Party, or from an agent, representative or advisor to such Party, in connection with the preparation and filing of any Tax Return, claims for Refunds, the conduct of any Tax Contest, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of either Party or any member of either Party’s Group covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “Tax Matter”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter and shall include, at each Party’s own cost:

(a)          the provision of any Tax Returns of either Party or any member of either Party’s Group, books, records (including information regarding ownership and Tax basis of property), documentation and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;

(b)          the execution of any document (including any power of attorney) in connection with any Tax Contest of either Party or any member of either Party’s Group, or the filing of a Tax Return or a Refund claim of either Party or any member of either Party’s Group;

(c)          the use of the Party’s commercially reasonable efforts to obtain any documentation in connection with a Tax Matter; and

(d)          the use of the Party’s commercially reasonable efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records or other information in connection with the filing of any Tax Returns of any of either Party or any member of either Party’s Group.

Each Party shall make its employees and facilities available, without charge, on a mutually convenient basis to facilitate such cooperation.

Section 7.2           Consistent Treatment. Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (a) the treatment of payments between the Cummins Group and the Filtration Group as set forth in Section 5.4, or (b) the Tax-Free Status of the Transactions.

ARTICLE VIII RETENTION OF RECORDS; ACCESS

Section 8.1           Retention of Records. For so long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (a) sixty (60) days after the expiration of any applicable statutes of limitation (including any waivers or extensions thereof) and (b) seven (7) years after the Distribution Date, the Parties shall retain records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns (collectively, “Tax Records”) in respect of Taxes of any member of either the Cummins Group or the Filtration Group for any Pre-IPO Period, Straddle Period, or Post-IPO Period or for any Tax Contests relating to such Tax Returns. At any time after the Effective Date that the Cummins Group proposes to destroy such records or documents, it shall first notify the Filtration Group in writing and the Filtration Group shall be entitled to receive such records or documents proposed to be destroyed. At any time after the Effective Date that the Filtration Group proposes to destroy such records or documents, it shall first notify the Cummins Group in writing and the Cummins Group shall be entitled to receive such records or documents proposed to be destroyed. The Parties will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which the foregoing records or other documents must be retained.

Section 8.2           Access to Tax Records. The Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession and shall permit the other Party and its Affiliates, authorized agents and representatives and any representative of a Taxing Authority or other Tax auditor direct access, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case, to the extent reasonably required by the other Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items pursuant to this Agreement. The Party seeking access to the records of the other Party shall bear all costs and expenses associated with such access, including any reasonable professional fees. Notwithstanding anything herein to the contrary, (a) this Section 8.2 shall not apply to Cummins Federal Consolidated Income Tax Return (except to the extent required pursuant to Section 2.8(a)) and (b) no Party shall have the right to review any information, documentation or other materials that are subject to the attorney client privilege or the privilege provided by Section 7525 of the Code (or any corresponding or similar provision of state or local Tax Law) without the written consent of the other Party, which may be conditioned upon the Parties entering into a joint defense agreement to preserve privilege.

ARTICLE IX DISPUTE RESOLUTION

Section 9.1           Negotiation. Subject to Section 9.5, in the event of any dispute between the Parties as to any matter covered by this Agreement (“Tax Dispute”), the general counsels of the Parties (or such other individuals designated by the respective general counsels) or the executive officers designated by the Parties shall negotiate for a reasonable period of time to settle such Tax Dispute; provided that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed sixty (60) days (the “Negotiation Period”) from the time of receipt by a Party of written notice of such Tax Dispute (“Dispute Notice”). The Settlement of any Tax Dispute pursuant to this Section 9.1 shall be confidential, and no written or oral statements or offers made by the Parties during such settlement negotiations shall be admissible for any purpose in any subsequent proceedings, including any dispute resolution proceeding pursuant to Section 9.2 or Section 9.3.

Section 9.2           Independent Resolution. If the Tax Dispute has not been resolved for any reason following the expiration of the Negotiation Period, the Parties shall appoint a nationally recognized law or independent public accounting firm, other than KPMG, (the “Firm”) to resolve such Tax Dispute. In this regard, the Firm shall make determinations with respect to the disputed items based solely on representations made by Cummins and Filtration and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only. The Parties shall require the Firm to resolve any Tax Dispute no later than sixty (60) days after the submission of such Tax Dispute to the Firm, but in no event later than the due date for the payment of Taxes or the filing of the applicable Tax Return (in each case, taking into account extensions), if applicable, and agree that, subject to Section 9.3, all determinations by the Firm with respect thereto shall be final and conclusive and binding on the Parties. The Firm shall resolve all disputes in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with the Past Practices of Cummins and its Subsidiaries, except as otherwise required by applicable Law. The Parties shall require the Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination and an opinion level for the conclusion. The fees and expenses of the Firm shall be borne equally by the Parties.

Section 9.3           Disputed Resolution. If a Tax Dispute is not resolved in favor of a Party on a matter submitted to the Firm pursuant to Section 9.2 at an opinion level that is no greater than "more likely than not (“Disputed Tax Item”), then such Party (the “Disputing Party”) may notify the other Party in writing of a request for a review of such Disputed Tax Item by a nationally recognized law or independent public accounting firm, other than the Firm or KPMG (the “Reviewing Firm”). The Reviewing Firm shall make determinations with respect to the Disputed Tax Item based solely on the materials provided to and relied upon by the Firm in making its determination with respect to the Disputed Tax Item. The Reviewing Firm shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only. The Parties shall require the Reviewing Firm to resolve the Disputed Tax Item no later than thirty (30) days after the submission of such Disputed Tax Item to the Reviewing Firm, but in no event later than the due date for the payment of Taxes or the filing of the applicable Tax Return, if applicable, and agree that if the Reviewing Firm resolves on the Disputed Tax Item at an opinion level of at least more likely than not, the determination of the Reviewing Firm with respect thereto shall be final and conclusive and binding on the Parties. If the determination of the Reviewing Firm is not at a more likely than not opinion level with respect to the Disputed Tax Item, then the determination of the Firm stands. The Reviewing Firm shall resolve all disputes in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with the Past Practices of Cummins and its Subsidiaries, except as otherwise required by applicable Law. The Parties shall require the Reviewing Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination. The fees and expenses of the Reviewing Firm shall be borne by the Disputing Party.

Section 9.4           Confidentiality. The Parties agree that any dispute resolution hereunder shall be kept confidential, and that the existence of the proceeding and all of its elements (including any pleadings, briefs, or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall be deemed confidential, and shall not be disclosed beyond the Firm, the Reviewing Firm, the Parties, their counsel, and any Person necessary to the conduct of the proceeding, except as to and the extent required by Law and to defend or pursue any legal right. In the event any Party makes application to any court in connection with this Section 9.4, that Party shall take all steps reasonably within its power to cause such application, an any exhibits to be filed under seal, shall oppose any challenge by any third party to such sealing, and shall give the other Party immediate notice of such challenge.

Section 9.5           Specific Performance. Notwithstanding anything herein to the contrary, from and after the Effective Date, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party or Parties to this Agreement who are or are to be thereby aggrieved shall, subject and pursuant to the terms of Article VIII of the Separation Agreement, have the right to specific performance and injunctive or other equitable relief of its or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Effective Date, the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any indemnifiable amounts under this Agreement, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

ARTICLE X MISCELLANEOUS PROVISIONS

Section 10.1          Entire Agreement; Construction. This Agreement, including the Schedules hereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter.

Section 10.2          Conflicting Agreements. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Separation Agreement or any other Ancillary Agreement, the provisions of this Agreement shall control with respect to the subject matter thereof; provided, however, to the extent that such conflict relates to Excluded Taxes, the Separation Agreement or relevant Ancillary Agreement, as applicable shall control with respect to such Excluded Taxes.

Section 10.3          Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

Section 10.4          Treatment of Confidential Information. The provisions of Section 6.5 of the Separation Agreement shall govern the treatment of Confidential Information that is accessed or received in connection with the Parties’ exercise of their respective rights and performance of their respective obligations under this Agreement.

Section 10.5          Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile or electronic mail with receipt confirmed to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.5):

To Cummins:

Cummins Inc.

500 Jackson Street

Box 3005

Columbus, Indiana 47202-3005

Attn: General Counsel

Facsimile: ****************

Email: ****************

To Filtration:

Atmus Filtration Technologies Inc.

26 Century Blvd.

Nashville, Tennessee 37214

Attn: General Counsel

Facsimile: ****************

Email: ****************

Section 10.6          Consents. Any consent required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group). For this purpose, a Party may provide its written consent in the form of an email that expressly sets forth such consent and is delivered by the General Counsel of the Party giving such consent to the General Counsel of the Party requesting such consent.

Section 10.7          No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 10.8          Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto without the prior written consent of the other Party, such consent not to be unreasonably withheld, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, Cummins may assign this Agreement to an Affiliate without the prior written consent of Filtration; provided, however that no such assignment shall release Cummins from liability for the full performance of its obligations under this Agreement.

Section 10.9          Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

Section 10.10       Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Date, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Section 10.11       Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.

Section 10.12       Titles and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 10.13        Schedules. The Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 10.14        Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 10.15        Submission to Jurisdiction. With respect to any Action relating to or arising out of this Agreement, subject to the provisions of Article IX, each Party irrevocably (a) consents and submits to the exclusive jurisdiction of the courts of the State of Delaware and any court of the United States located in the State of Delaware; (b) waives any objection which such Party may have at any time to the laying of venue of any Action brought in any such court, waives any claim that such Action has been brought in an inconvenient forum and further waives the right to object, with respect to such Action, that such court does not have jurisdiction over such Party; and (c) consents to the service of process at the address set forth for notices in Section 10.5; provided, however, that such manner of service of process shall not preclude the service of process in any other manner permitted under applicable Law.

Section 10.16        Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY COURT PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF AND PERMITTED UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.16.

Section 10.17       Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 10.18        Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. Unless the context otherwise requires: (a) references in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa; (b) the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”; (c) references in this Agreement to Articles, Sections and Schedules shall be deemed references to Articles and Sections of, and Schedules to, this Agreement; (d) the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement; (e) references in this Agreement or any Schedule to “$” shall mean United States dollars; (f) the word “or” when used in this Agreement shall not be exclusive; (g) references in this Agreement to “days” means calendar days unless Business Days are expressly specified; (h) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is not a Business Day, then the period shall end on the next succeeding Business Day; and (i) references in this Agreement to any Person includes such Person’s permitted successors and permitted assigns. Unless the context otherwise requires, references in this Agreement to “Cummins” shall also be deemed to refer to the applicable member of the Cummins Group, references in this Agreement to “Filtration” shall also be deemed to refer to the applicable member of the Filtration Group and, in connection with the foregoing, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by Cummins or Filtration shall be deemed to require Cummins or Filtration, as the case may be, to cause the applicable members of the Cummins Group or the Filtration Group, respectively, to take, or refrain from taking, any such action.

Section 10.19       No Fiduciary Relationship. The duties and obligations of the Parties, and their respective successors and permitted assigns, contained herein are the extent of the duties and obligations contemplated by this Agreement; nothing in this Agreement is intended to create a fiduciary relationship between the Parties hereto, or any of their successors and permitted assigns, or create any relationship or obligations other than those explicitly described.

Section 10.20        Further Assurances. Subject to the provisions hereof, the Parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.

Section 10.21       Survival. Notwithstanding any other provision of this Agreement to the contrary, all representations, covenants and obligations contained in this Agreement shall survive until the expiration of the applicable statute of limitations with respect to any such matter (including extensions thereof).

Section 10.22        Effective Date. This Agreement shall become effective only upon the Effective Date.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first above written.

Exhibit 10.4

Execution Version

EMPLOYEE MATTERS AGREEMENT

by and between

CUMMINS INC.

and

ATMUS FILTRATION TECHNOLOGIES INC.,

dated as of May 29, 2023

TABLE OF CONTENTS

Schedules

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of May 29, 2023, is entered into by and between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation and a wholly owned subsidiary of Cummins (“Filtration”). “Party” or “Parties” means Cummins or Filtration, individually or collectively, as the case may be. Capitalized terms not defined in the context of which such terms are first used in this Agreement shall have the meanings assigned to such terms in Section 1.1 or, if not assigned a meaning in Section 1.1, the meanings assigned to such terms in the Separation Agreement.

W I T N E S S E T H:

WHEREAS, Cummins, acting through its direct and indirect Subsidiaries, currently conducts the Cummins Retained Business and the Filtration Business;

WHEREAS, the Board of Directors of Cummins (the “Cummins Board”) has determined that it is appropriate, desirable and in the best interests of Cummins and its shareholders to separate Cummins into two separate, publicly traded companies, one for each of (a) the Cummins Retained Business, which shall be owned and conducted, directly or indirectly, by Cummins and its Subsidiaries, and (b) the Filtration Business, which shall be owned and conducted, directly or indirectly, by Filtration and its Subsidiaries; and

WHEREAS, pursuant to that certain Separation Agreement, dated as of May 29, 2023, by and between Cummins and Filtration (the “Separation Agreement”), the Parties have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities and responsibilities with respect to certain employee matters and employee compensation and benefit plans and programs between them and to address certain other employment-related matters.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I DEFINITIONS AND INTERPRETATION

Section 1.1         General. As used in this Agreement, the following terms shall have the following meanings:

(1)            “Affected Filtration Participants” shall have the meaning set forth in Section 3.2.

(2)            “Agreement” shall have the meaning set forth in the preamble to this Agreement.

(3)            “Automatic Transfer Employees” shall mean any Filtration Employee, where local employment Laws, including the Transfer Regulations, provide for an automatic transfer of such employees to a member of the Filtration Group by operation of Law upon the transfer of a business as a going concern and such business transfer occurs as a result of the transactions contemplated by the Separation Agreement. Notwithstanding the foregoing, Cummins may designate that certain Filtration Employees who would otherwise be considered Automatic Transfer Employees shall be offered employment by the GEO instead of a member of the Filtration Group, and in such event, such individuals shall cease to be considered Automatic Transfer Employees.

(4)            “Benefit Arrangement” shall mean each Benefit Plan and Benefit Policy.

(5)            “Benefit Plan” shall mean, with respect to an entity, each compensation or employee benefit plan, program, policy, agreement or other arrangement, whether or not “employee benefit plans” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), including any benefit plan, program, policy, agreement or arrangement providing cash- or equity-based compensation or incentives, health, medical, dental, vision, disability, accident or life insurance benefits, severance, retention, change in control, termination, deferred compensation, individual employment or consulting, retirement, pension or savings benefits, supplemental income, retiree benefit or other fringe benefit (whether or not taxable and whether funded or unfunded), that are sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or in which it participates), and excluding workers’ compensation plans, policies, programs and arrangements.

(6)            “Benefit Policy” shall mean, with respect to an entity, each plan, program, arrangement, agreement or commitment that is a vacation pay or other paid or unpaid leave policy or practice sponsored or maintained by such entity (or to which such entity contributes or is required to contribute) or in which it participates.

(7)            “Collective Bargaining Agreement” shall mean all agreements with the collective bargaining representatives, employee representatives, trade unions, labor or management organizations, groups of employees, or works councils or similar representative bodies of Filtration Employees, including all national or sector specific collective agreements which are applicable to Filtration Employees, in each case (a) which is in effect with Filtration or (b) which is in effect immediately prior to the date on which the applicable Filtration Employees become employed by a member of the Filtration Group, and that set forth terms and conditions of employment of Filtration Employees, and all modifications of, or amendments to, such agreements and any rules, procedures, awards or decisions of competent jurisdiction interpreting or applying such agreements.

(8)            “Cummins” shall have the meaning set forth in the preamble to this Agreement.

(9)            “Cummins Benefit Arrangement” shall mean any Benefit Arrangement sponsored, maintained or contributed to by any member of the Cummins Group.

(10)          “Cummins Board” shall have the meaning set forth in the recitals.

(11)          “Cummins Deferred Compensation Plans” shall mean (a) the Cummins Deferred Compensation Plan, and (b) the Cummins Excess Benefit Plan.

(12)          “Cummins Employee” shall mean each employee of Cummins or any of its Subsidiaries or Affiliates who does not qualify as a Filtration Employee.

(13)          “Cummins Option” shall mean an option to purchase shares of Cummins Common Stock granted pursuant to the Cummins Stock Plan.

(14)          “Cummins Pension Plan” shall mean the Cummins Pension Plan, as amended.

(15)          “Cummins Performance Cash Award” shall have the meaning set forth in Section 4.4.

(16)          “Cummins Performance Shares” shall mean an award granted pursuant to the Cummins Stock Plan that was denominated as a “Performance Share” under the terms of such plan and the related award agreement.

(17)          “Cummins Restricted Stock Unit” shall mean an award granted pursuant to the Cummins Stock Plan that was denominated as a “Restricted Stock Unit” under the terms of such plan and related award agreement.

(18)          “Cummins Retirement and Savings Plans” shall mean (a) the Cummins Retirement and Savings Plan, as amended, and (b) the Cummins Retirement and Savings Plan for Certain Collectively Bargained Employees, as amended.

(19)          “Cummins Stock Plan” shall mean the Cummins 2012 Omnibus Incentive Plan, as amended and restated.

(20)          “Cummins U.S. OPEB Plans” shall mean the plan(s) that provide post-termination health and life benefits to Cummins Employees resident in the U.S. upon termination of employment at or after retirement age in accordance with the terms thereof.

(21)          “Cummins Welfare Plans” shall mean any Welfare Plan maintained by Cummins or any member of the Cummins Group.

(22)          “Delayed Transfer Cummins Employee” shall mean any Cummins Employee whose employment is determined by Cummins to not be eligible to be transferred from a member of the Filtration Group to a member of the Cummins Group at or prior to the Effective Time as a result of (a) requirements under applicable Law, (b) participation in a long-term disability plan or similar arrangement, or (c) a delay in setting up Cummins Business operations in a particular jurisdiction sufficient to employ such Cummins Employee, including in connection with the Internal Reorganization or whose employment transfer otherwise occurs after the Effective Time in accordance with the Internal Reorganization.

(23)          “Delayed Transfer Date” shall mean the date on which it is determined by Cummins that either (a) a Delayed Transfer Filtration Employee or Delayed Transfer Cummins Employee is permitted to transfer from the Cummins Group to the Filtration Group or the GEO or from the Filtration Group to the Cummins Group, respectively, in accordance with applicable Law, or (b) the necessary business operations are set up in the relevant jurisdiction to enable employment of the Filtration Employee by the Filtration Group or the GEO or to enable employment of the Cummins Employee by the Cummins Group, as applicable.

(24)          “Delayed Transfer Filtration Employee” shall mean any Filtration Employee whose employment is determined by Cummins to not be eligible to be transferred to a member of the Filtration Group or to the GEO at or prior to the Effective Time as a result of (a) requirements under applicable Law, (b) participation in a long-term disability plan or similar arrangement, or (c) a delay in setting up Filtration Business operations or entering into an agreement with the GEO in a particular jurisdiction sufficient to employ such Filtration Employee, including in connection with the Internal Reorganization.

(25)          “Employee Representative” shall mean any works council, employee representative, trade union, labor or management organization, group of employees or similar representative body for Filtration Employees.

(26)          “Equity Award Adjustment Ratio” shall mean the adjustment ratio adopted by the Cummins Board or the Compensation Committee of the Cummins Board in its sole and absolute discretion for purposes of making equitable adjustments to the awards held by Filtration Employees under the Cummins Stock Plan.

(27)          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

(28)          “Filtration” shall have the meaning set forth in the preamble to this Agreement.

(29)          “Filtration Adjusted Performance Stock Units” shall have the meaning set forth in Section 4.3.

(30)          “Filtration Adjusted Time-Based Restricted Stock Units” shall have the meaning set forth in Section 4.3.

(31)          “Filtration Benefit Arrangement” shall mean any Benefit Arrangement sponsored, maintained or contributed to exclusively by any member of the Filtration Group.

(32)          “Filtration Deferred Compensation Plans” shall have the meaning set forth in Section 3.5(a).

(33)          “Filtration Director” shall mean a member of the Board of Directors of Filtration or any member of the board or similar governing body of any of its Subsidiaries or Affiliates.

(34)          “Filtration Employee” shall mean each individual who (a) is employed by Filtration or any of its Subsidiaries as of the date hereof, (b) becomes employed by Filtration or any of its Subsidiaries after the date hereof, or (c) is employed by Cummins or any of its Subsidiaries or Affiliates as of the date on which Cummins determines to transfer the employment of applicable individuals to Filtration or the GEO and who Cummins determines as of such date is either (i) exclusively or primarily engaged in the Filtration Business or (ii) necessary for the ongoing operation of the Filtration Business following the Effective Time, in each case, regardless of whether any such employee is actively at work or is not actively at work as a result of disability or illness, an approved leave of absence (including military leave with reemployment rights under federal Law and leave under the Family and Medical Leave Act of 1993 and equivalent requirements under applicable non-U.S. Law), vacation, personal day or similar short- or long-term absence.

(35)          “Filtration Restricted Stock Units of Filtration Directors” shall have the meaning set forth in Section 4.5.

(36)          “Filtration Stock Plan” shall have the meaning set forth in Section 4.6.

(37)          “Filtration Savings Plans” shall have the meaning set forth in Section 3.3(a).

(38)          “Filtration Welfare Plans” shall mean any Welfare Plan maintained by Filtration or any member of the Filtration Group.

(39)          “Former Filtration Service Provider” shall mean (a) any individual who would qualify as an Filtration Employee but whose employment with Cummins or any of its Subsidiaries or Affiliates terminated for any reason prior to the date on which such individual’s employment would otherwise have transferred to Filtration or the GEO pursuant to this Agreement, and (b) any former employee of Cummins or any of its Subsidiaries or Affiliates who was exclusively or primarily engaged in an Filtration Former Business (i) at the time either (x) such business was sold, conveyed, assigned, transferred, spun-off, split-off or otherwise disposed of or divested (in whole or in part) to a Person that is not a member of the Filtration Group or the Cummins Group or (y) the operations, activities or production of which were discontinued, abandoned, completed or otherwise terminated (in whole or in part), or (ii) at any other time, but in such case only to the extent relating to his or her service with such Filtration Former Business.

(40)           “GEO” shall mean, collectively, one or more third-party professional employer organizations with respect to which Filtration has entered into an agreement for such entity to employ Filtration Employees in one or more countries in which the Filtration Business operates.

(41)           “GEO Benefit Arrangement” shall mean any Benefit Arrangement sponsored, maintained or contributed to by the GEO.

(42)           “GEO Welfare Plan” shall mean any Welfare Plan maintained by the GEO.

(43)           “Non-Automatic Transfer Employees” shall mean any Filtration Employee who is not an Automatic Transfer Employee.

(44)           “Non-U.S. Plans” shall have the meaning set forth in Section 3.6.

(45)           “Party” and “Parties” shall have the meanings set forth in the preamble to this Agreement.

(46)           “Plan Transition Date” shall mean the date that is the earlier to occur of (a) the Disposition Date or (b) such date as agreed between the Parties; provided the Plan Transition Date shall not be later than the Disposition Date.

(47)           “Refundable Amounts” shall mean premium refunds or other refunds, dividends and repayments received by Cummins in connection with any Cummins Welfare Plan.

(48)           “Separation Agreement” shall have the meaning set forth in the recitals.

(49)           “Severance Period” shall have the meaning set forth in Section 2.3(c).

(50)           “Transfer Regulations” shall mean (a) all Laws of any EU Member State implementing the EU Council Directive 2001/23/EC of 12 March 2001 on the approximation of the Laws of the Member States relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses (the “Acquired Rights Directive”) and legislation and regulations of any EU Member State implementing such Acquired Rights Directive, and (b) any similar Laws in any jurisdiction providing for an automatic transfer, by operation of Law, of employment in the event of a transfer of business.

(51)           “UAW Local 1407” shall have the meaning set forth in Section 3.2.

(52)           “U.S. Filtration Employees” shall have the meaning set forth in Section 5.2.

(53)           “Welfare Plan” shall mean, where applicable, a “welfare plan” (as defined in Section 3(1) of ERISA and in 29 C.F.R. §2510.3-1) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision and mental health and substance use disorder), disability benefits, or life, accidental death and disability, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, contribution funding toward a health savings account, flexible spending accounts, tuition reimbursement or adoption assistance programs or cashable credits.

Section 1.2          References; Interpretation. Unless the context otherwise requires: (a) references in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa; (b) the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”; (c) references in this Agreement to Articles, Sections, Schedules and Exhibits shall be deemed references to Articles and Sections of, Schedules to and Exhibits to, this Agreement; (d) the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement; (e) the word “or” when used in this Agreement shall not be exclusive; (f) references in this Agreement to “days” means calendar days unless Business Days are expressly specified; (g) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is not a Business Day, then the period shall end on the next succeeding Business Day; and (h) references in this Agreement to any Person includes such Person’s permitted successors and permitted assigns. Unless the context otherwise requires, references in this Agreement to “Cummins” shall also be deemed to refer to the applicable member of the Cummins Group, references to “Filtration” shall also be deemed to refer to the applicable member of the Filtration Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by Cummins or Filtration shall be deemed to require Cummins or Filtration, as the case may be, to cause the applicable members of the Cummins Group or the Filtration Group (and including the GEO), respectively, to take, or refrain from taking, any such action. Unless otherwise expressly provided herein, whenever Cummins’s consent is required under this Agreement, such consent may be withheld, delayed or conditioned by Cummins at its discretion, and whenever any action hereunder is at Cummins’s discretion, such action shall be at Cummins’s discretion. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

ARTICLE II GENERAL PRINCIPLES

Section 2.1         Nature of Liabilities. All Liabilities assumed or retained by a member of the Cummins Group under this Agreement shall be Cummins Retained Liabilities for purposes of the Separation Agreement. All Liabilities assumed or retained by a member of the Filtration Group (or assumed, retained or allocable to the GEO) under this Agreement shall be Filtration Liabilities for purposes of the Separation Agreement.

Section 2.2         Transfers of Employees Generally.

(a)        Subject to the requirements of applicable Law and any applicable Collective Bargaining Agreement, through and until immediately before the Effective Time, Cummins shall use its commercially reasonable efforts to (i) cause the employment of any Filtration Employee who is not already employed by a member of the Filtration Group to be transferred to a member of the Filtration Group or to the GEO, as determined by Cummins in its discretion; (ii) cause the employment of any Cummins Employee who is employed by a member of the Filtration Group to be transferred to a member of the Cummins Group; and (iii) cause the employment of any Filtration Employee who is already employed by a member of the Filtration Group to be transferred to the GEO, as determined by Cummins in its discretion.

(b)       Cummins shall use its commercially reasonable efforts to cause each Automatic Transfer Employee to be employed by a member of the Filtration Group no later than the Effective Time in accordance with applicable Law, or as of the applicable Delayed Transfer Date, if applicable, and Filtration agrees to take all actions reasonably necessary to cause the Filtration Employees to be so employed. If an Automatic Transfer Employee objects to the transfer of employment to a member of the Filtration Group as permitted under applicable Law and consequently does not become an employee of the Filtration Group and is terminated by Cummins as a result, then Filtration shall reimburse Cummins in accordance with Section 2.3(c) for any severance or termination costs incurred by Cummins in connection with such termination of employment.

(c)        With respect to each Non-Automatic Transfer Employee, either Filtration or the GEO shall make a qualifying offer of employment in accordance with Section 2.4 to each such individual prior to the Effective Time to become employed by a member of the Filtration Group or the GEO, as determined by Cummins in its discretion, to be effective as of no later than the Effective Time, or as of the applicable Delayed Transfer Date, if applicable. If Filtration or the GEO fails to make such a qualifying offer of employment to a Non-Automatic Transfer Employee and such Non-Automatic Transfer Employee does not become employed by Filtration or the GEO and is terminated by Cummins as a result, then Filtration shall reimburse Cummins in accordance with Section 2.3(c) for any severance or termination costs incurred by Cummins in connection with such termination of employment.

(d)       The Cummins Group and the Filtration Group agree to execute, and to use commercially reasonable efforts to cause the GEO to execute, and to seek to have the applicable Filtration Employees and Cummins Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.

Section 2.3         Assumption and Retention of Liabilities Generally.

(a)        Except as otherwise provided in this Agreement (including Section 5.2 and 5.6(b) hereof), in connection with the Internal Reorganization and the Contribution, or, if applicable, from and after the Effective Time, Cummins shall, or shall cause one or more members of the Cummins Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill (i) all Liabilities under all Cummins Benefit Arrangements, whenever incurred; (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Cummins Employees and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred; and (iii) all other Liabilities or obligations expressly assigned to or assumed by a member of the Cummins Group under this Agreement.

(b)       Except as otherwise provided in this Agreement (including Section 5.2 and 5.6(b) hereof), or a Conveyancing and Assumption Instrument, in connection with the Internal Reorganization and the Contribution, or, if applicable, from and after the Effective Time, Filtration shall, or shall cause one or more members of the Filtration Group or the GEO to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill (i) all Liabilities under all Filtration Benefit Arrangements, whenever incurred; (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Filtration Employees and Former Filtration Service Providers and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred; and (iii) all other Liabilities or obligations expressly assigned to or assumed by a member of the Filtration Group under this Agreement.

(c)        The Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or its Affiliates that are, or that have been made pursuant to this Agreement or a Conveyancing and Assumption Instrument, the responsibility of the other Party or any of its Affiliates. Notwithstanding anything to the contrary in this Section 2.3, none of Filtration, any member of the Filtration Group, or the GEO shall be liable for (or shall have any obligation to reimburse Cummins for) any repayment obligation of a Filtration Employee pursuant to a written agreement entered into by the Filtration Employee with Cummins or a member of the Cummins Group. Notwithstanding anything to the contrary in this Agreement, with respect to any severance or termination costs incurred by Cummins pursuant to Section 2.2(b) or Section 2.2(c) during the period (the “Severance Period”) ending sixty (60) days after the later of the Disposition Date or the applicable employee's Delayed Transfer Date, Cummins shall pay all such severance and termination costs (and Filtration shall reimburse Cummins for 50% of such severance and termination costs) until such time as Cummins has been allocated or paid (and not been reimbursed for) $500,000 of such severance or termination costs. Once either (i) Cummins has been allocated or paid (and not been reimbursed for) $500,000 of severance and termination costs under Section 2.2(b) and Section 2.2(c) or (ii) the Severance Period ends, all severance and termination costs incurred by Cummins pursuant to Section 2.2(b) or Section 2.2(c) shall be reimbursed by Filtration under the first sentence of this Section 2.3(c), and Filtration shall be solely responsible for such severance and termination costs.

(d)       Notwithstanding that a Delayed Transfer Filtration Employee or Delayed Transfer Cummins Employee shall not become employed by a member of the Filtration Group or the GEO or by a member of the Cummins Group, respectively, until the Delayed Transfer Date applicable to such employee, (i) such Delayed Transfer Filtration Employee may perform services for Filtration or the GEO pursuant to the Transition Services Agreement or any other Ancillary Agreement, or such Delayed Transfer Cummins Employee may perform services for Cummins pursuant to the Transition Services Agreement or any other Ancillary Agreement, in order to permit the recipient of such services to operate its business; (ii) Filtration or Cummins shall be responsible for, and shall timely reimburse the other for, all Liabilities incurred by Cummins or Filtration (including the GEO), respectively, with regard to each such Delayed Transfer Filtration Employee or Delayed Transfer Cummins Employee from the Effective Time to the Delayed Transfer Date applicable to such employee except that Filtration shall not be responsible for any repayment obligation of a Delayed Transfer Filtration Employee pursuant to a written agreement entered into by the Filtration Employee with Cummins or a member of the Cummins Group; and (ii) the Parties shall use commercially reasonable efforts to effect the provisions of this Agreement with respect to the compensation and benefits of such Delayed Transfer Filtration Employees and Delayed Transfer Cummins Employees following the Delayed Transfer Date applicable to such employee, it being understood that it may not be possible to replicate the effect of such provisions under such circumstances.

(e)        Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, Filtration shall, or shall cause one or more members of the Filtration Group or the GEO to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill all Liabilities that have been accepted, assumed or retained under this Agreement irrespective of whether accruals for such Liabilities have been transferred to Filtration, the GEO, or a member of the Filtration Group or included on a combined balance sheet of the Filtration Business or whether any such accruals are sufficient to cover such Liabilities.

Section 2.4         Treatment of Compensation and Benefit Arrangements; Terms of Employment. Except as otherwise (a) required by a Collective Bargaining Agreement, the Transfer Regulations or applicable Law, or (b) expressly provided for in this Agreement or any Conveyancing and Assumption Instrument, for a period of twelve (12) months following the Effective Time (or if shorter, during the period of employment), Filtration shall, or shall cause a member of the Filtration Group or the GEO to provide or cause to be provided to each Filtration Employee who is employed as of the Effective Time a base salary or hourly wage rate, as applicable, a cash incentive or sales commission opportunity, and health, welfare and retirement benefits that are substantially similar, in the aggregate, to those provided to such Filtration Employee immediately prior to the Effective Time (without regard to any post-employment health and life benefits, defined benefit pension plan accruals, employee stock purchase plan benefits or key employee stock ownership plan benefits for Filtration Employees based in the United States). Notwithstanding the foregoing and except as otherwise set forth in Article IV, nothing contained in this Agreement shall require Filtration to make any grants of equity awards relating to shares of Filtration Common Stock to Filtration Employees following the Effective Time.

Section 2.5         Participation in Cummins Benefit Arrangements. Except as otherwise provided in this Agreement, effective no later than the Plan Transition Date, (a) Filtration and each member of the Filtration Group, to the extent applicable, shall cease to be a participating company in any Cummins Benefit Arrangement, and (b) each Filtration Employee shall cease to participate in, be covered by, accrue benefits under, be eligible to contribute to or have any rights under any Cummins Benefit Arrangement (except to the extent of previously accrued obligations that remain a Liability of any member of the Cummins Group pursuant to this Agreement).

Section 2.6         Service Recognition.

(a)        From and after the Effective Time, and in addition to any applicable obligations under the Transfer Regulations or other applicable Law, Filtration shall, and shall cause each member of the Filtration Group or the GEO to, give each Filtration Employee who is employed as of the Effective Time or the Filtration Employee's Delayed Transfer Date full credit for purposes of eligibility, vesting, and determination of level of benefits under any Filtration Benefit Arrangement or GEO Benefit Arrangement for such Filtration Employee’s prior service with any member of the Cummins Group or Filtration Group or any predecessor thereto, to the same extent such service was recognized by the applicable Cummins Benefit Arrangement; provided, however, that such service shall not be recognized to the extent it would result in the duplication of benefits.

(b)       Except to the extent prohibited by applicable Law, as soon as administratively practicable on or after the Plan Transition Date: (i) Filtration shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each Filtration Employee under any Filtration Welfare Plan or GEO Welfare Plan in which Filtration Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Cummins Welfare Plan; and (ii) Filtration shall provide or cause each Filtration Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the Filtration Employees become eligible to participate in the Filtration Welfare Plans or GEO Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.

Section 2.7         Collective Bargaining Agreements.

(a)        Notwithstanding anything in this Agreement to the contrary, Cummins and Filtration shall, to the extent required by applicable Law, take or cause to be taken all actions that are necessary (if any) for Filtration, a member of the Filtration Group or the GEO to continue to maintain or to assume and honor any Collective Bargaining Agreements and any pre-existing collective bargaining relationships (in each case, including obligations that arise in respect of the period both before and after the date of employment by the Filtration Group or the GEO) in respect of any Filtration Employees and any Employee Representatives.

(b)        Effective no later than the Effective Time, Filtration shall, or shall cause a member of the Filtration Group or the GEO to, continue to maintain or to assume and honor, to the extent required by applicable Law, all Collective Bargaining Agreements and pre-existing collective bargaining relationships (in each case, including obligations that arise in respect of the period both before and after the date of a Filtration Employee’s employment by the Filtration Group or the GEO) that are applicable to any Filtration Employee.

(c)        Nothing in this Agreement is intended to alter the provisions of any Collective Bargaining Agreement or modify in any way the obligations of the Cummins Group or the Filtration Group to any Employee Representative or any other Person as described in such Collective Bargaining Agreement.

Section 2.8         Information and Consultation. The Parties shall comply with all requirements and obligations (if any) to inform, consult or otherwise notify any Filtration Employees, Cummins Employees or Employee Representatives in relation to the transactions contemplated by this Agreement and the Separation Agreement, whether required pursuant to any Collective Bargaining Agreement, the Transfer Regulations or other applicable Law.

Section 2.9         WARN. Notwithstanding any provision of this Agreement to the contrary, none of the transactions contemplated by or undertaken by this Agreement or the Separation Agreement is intended to and shall not constitute or give rise to an “employment loss” or employment separation within the meaning of the federal Worker Adjustment and Retraining Notification (WARN) Act, or any other federal, state, or local law or legal requirement addressing mass employment separations.

ARTICLE III CERTAIN BENEFIT PLAN PROVISIONS

Section 3.1         Health and Welfare Benefit Plans.

(a)        (i) Effective on or immediately prior to the Plan Transition Date, the participation of each Filtration Employee who is a participant in a Cummins Welfare Plan shall automatically cease and (ii) subject to and in accordance with Section 2.4, Filtration shall use commercially reasonable efforts or shall cause a member of the Filtration Group or the GEO to use commercially reasonable efforts (A) to have in effect on the Plan Transition Date, Filtration Welfare Plans or GEO Welfare Plans providing health and welfare benefits for the benefit of each Filtration Employee; and (B) effective on and after the date of cessation described in clause (i) above, to perform, pay and discharge all claims of Filtration Employees or Former Filtration Service Providers (excepting any claims of any Filtration Employees or Former Filtration Service Providers under a Cummins U.S. OPEB Plan), including any claims incurred under any Cummins Welfare Plan on or prior to the date on which such Filtration Welfare Plans or GEO Welfare Plans become effective, that remain unpaid as of the date on which such Filtration Welfare Plans or GEO Welfare Plans become effective, regardless of whether any such claim was presented for payment prior to, on or after such date; provided that the foregoing shall not apply to any claims that are the obligation of an insurance carrier.

(b)       Filtration shall reimburse the applicable Cummins Welfare Plan for any claims related to Filtration Employees or Former Filtration Service Providers paid by a Cummins Welfare Plan (whether prior to or after the Effective Time) and not charged back to the applicable member of the Filtration Group prior to the Plan Transition Date.

(c)        Notwithstanding any provision of this Section 3.1 to the contrary, Filtration Employees will continue to be considered to be “participants” in any Cummins Welfare Plan that is either a health care flexible spending account program or a dependent-care flexible spending account program for the duration of any grace period or claims run-out period (in either case, solely as provided under the terms of such Cummins Welfare Plans) following the Plan Transition Date; provided that such Filtration Employees (i) will be considered to be participants solely for purposes of utilizing such grace period or claims run-out period; (ii) will not be allowed to make any deferral or contribution elections under such Cummins Welfare Plans following the Plan Transition Date; and (iii) will cease to be participants in such Cummins Welfare Plans upon the expiration of any grace period or claims run-out period.

Section 3.2         Cummins Pension Plan.

(a)        Filtration Employees (including new hires) who are eligible to participate in the Cummins Pension Plan per its terms shall continue to participate in the Cummins Pension Plan in accordance with its terms between the Effective Time and the Plan Transition Date. Cummins shall retain all Assets and Liabilities relating to the Cummins Pension Plan, including Liabilities in respect of pension benefits accrued thereunder by each Filtration Employee and Former Filtration Service Provider, and no Assets or Liabilities of the Cummins Pension Plan shall be transferred to a retirement plan maintained by any member of the Filtration Group. In addition, Cummins shall cause the Cummins Pension Plan to be amended, subject to and contingent upon the separation of the Cummins Retained Business and the Filtration Business to: (i) as of the Disposition Date, fully vest the accrued benefits under the Cummins Pension Plan of those certain Filtration Employees (x) who are participants in the Cummins Pension Plan, (y) who are active employees of Cummins, Filtration, or their respective Subsidiaries or Affiliates as of the Disposition Date, and (z) who become or remain employees of Filtration or its Subsidiaries or Affiliates following the Disposition Date as a direct result of the separation of the Cummins Retained Business and the Filtration Business (such employees, the “Affected Filtration Participants”); (ii) provide that any Affected Filtration Participant who participates in Appendix 11 of the Cummins Pension Plan and who is represented in bargaining by the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America, Local 1407 (“UAW Local 1407”) may elect early commencement of his or her accrued benefit without reduction for early retirement, provided distribution of such benefit is on or after the Disposition Date; and (iii) provide that any Affected Filtration Participant who participates in Appendix 1 of the Cummins Pension Plan and who is represented in bargaining by UAW Local 1407 will accrue interest at the crediting rate applicable to active employees for each month during which such Affected Filtration Participant is entitled to an interest credit under the terms of the Cummins Pension Plan after the Disposition Date. Filtration shall provide all information relating to Filtration Employees requested at any time by Cummins in order to administer the Cummins Pension Plan with respect to the Filtration Employees participating in such plan.

Section 3.3         Retirement and Savings Plans.

(a)        Effective no later than the Plan Transition Date and subject to the terms of any applicable Collective Bargaining Agreement, Cummins shall cause a member of the Filtration Group to adopt, establish, maintain or become a participating employer in a defined contribution savings plan and a trust that satisfies the requirements of Sections 401(a) and 401(k) of the Code and that is designed to be tax exempt under Section 501 of the Code in which each Filtration Employee who participated in a Cummins Retirement and Savings Plan immediately prior thereto shall be eligible to participate (the “Filtration Savings Plan”). Employer contributions under the Filtration Savings Plan shall be immediately fully vested. In addition, Filtration shall make any contributions and provide any additional benefits under the Filtration Savings Plan that are required to be provided pursuant to the terms of any applicable Collective Bargaining Agreement or pursuant to Section 2.4. As soon as practicable after the adoption of the Filtration Savings Plan, Filtration shall submit an application to the IRS for a determination that the Filtration Savings Plan is tax-qualified under Code Section 401(a) and that the related trust is exempt from federal income tax under Code Section 501(a) and shall take any actions and make any amendments necessary to receive such determination letter, unless such Filtration Savings Plan is based on a prototype plan document that has received a favorable IRS opinion letter or is a pooled employer plan which has received a favorable IRS determination letter. Except as otherwise provided in Section 3.3(b) below, the Cummins Retirement and Savings Plans shall retain all Assets and Liabilities relating to the Cummins Retirement and Savings Plan accounts of each Filtration Employee and Former Filtration Service Provider, and the Parties shall not effectuate a transfer of Assets or Liabilities from the Cummins Retirement and Savings Plans to the Filtration Savings Plan. Filtration shall be responsible for all Assets and Liabilities relating to the Filtration Savings Plan.

(b)       The active participation of each Filtration Employee or Former Filtration Service Provider who is a participant in a Cummins Retirement and Savings Plan shall cease effective upon the date on which such Filtration Employee or Former Filtration Service Provider is no longer employed by an “Employer” as defined under the terms of such Cummins Retirement and Savings Plan, including the date on which Filtration and its Subsidiaries cease to be part of the same controlled group as Cummins as determined under Code Section 414. Such Filtration Employee or Former Filtration Service Provider shall be entitled to elect a distribution of their vested Cummins Retirement and Savings Plan account balances pursuant to the terms thereof. Each Filtration Employee shall be permitted to roll over any “eligible rollover distribution” within the meaning of Code Section 402(c)(4) (but not including any in-kind distributions of Cummins or Filtration stock) from the applicable Cummins Retirement and Savings Plan to the Filtration Savings Plan, subject to the terms of the Filtration Savings Plan.

(c)        Subject to Sections 2.4 and 2.7 and the terms of any applicable Collective Bargaining Agreement, nothing contained in this Agreement shall alter in any way the right of (1) Filtration subsequent to the Disposition Date, to amend or terminate the Filtration Savings Plan in accordance with its respective terms and applicable Law or (2) Cummins prior to or subsequent to the Effective Time, to amend or terminate the Cummins Retirement and Savings Plans in accordance with the terms thereof and applicable Law.

Section 3.4         U.S. OPEB Plans.

(a)        Cummins shall amend the Cummins U.S. OPEB Plans to provide that Filtration Employees who, as of the Plan Transition Date, upon a continuation of service with Cummins would otherwise become eligible for benefits under the Cummins U.S. OPEB Plans upon retirement, shall remain eligible from and after the Plan Transition Date under the Cummins U.S. OPEB Plans. Cummins shall retain all Assets and Liabilities relating to the Cummins U.S. OPEB Plans, including Liabilities in respect of benefits for which each Filtration Employee and Former Filtration Service Provider may be eligible, and no Assets or Liabilities of the Cummins U.S. OPEB Plans shall be transferred to any post-termination health and life benefit plan maintained by any member of the Filtration Group. Cummins shall pay any benefits under the Cummins U.S. OPEB Plans to any vested Filtration Employee upon retirement thereunder in accordance with the terms of the Cummins U.S. OPEB Plans.

Section 3.5         Cummins Deferred Compensation Plans.

(a)        Effective as of the Effective Time, the active participation of each Filtration Employee or Filtration Director who is a participant in one of the Cummins Deferred Compensation Plans shall cease, and effective no later than the date of such cessation, Filtration shall or shall cause a member of the Filtration Group to have in effect one or more non-qualified deferred compensation plans for the benefit of each Filtration Employee or Filtration Director (the “Filtration Deferred Compensation Plans”) with terms that are substantially similar to those provided to the applicable Filtration Employee or Filtration Director under the applicable Cummins Deferred Compensation Plan immediately prior to the date on which the substantially similar Filtration Deferred Compensation Plan becomes effective. Effective as of the Effective Time, (i) each Filtration Employee and Filtration Director who is a participant in an applicable Cummins Deferred Compensation Plan shall become a participant in the substantially similar Filtration Deferred Compensation Plan, and (ii) Filtration shall fully perform, pay and discharge all obligations of the Cummins Deferred Compensation Plans relating to the accounts of the Filtration Employees and Filtration Directors transferred to the Filtration Deferred Compensation Plans.

(b)        Cummins shall retain (i) all Assets relating to any non-qualified deferred compensation plan maintained by it, including the Cummins Deferred Compensation Plans (including any Assets relating to corporate owned life insurance policies covering the lives of Filtration Employees, Filtration Directors and Former Filtration Service Providers) and (ii) all Liabilities in respect of all non-qualified deferred compensation plans maintained by it, other than Liabilities attributable to Filtration Employees and Filtration Directors under the Cummins Deferred Compensation Plans and (iii) Cummins shall transfer cash or cash equivalents equal to the Liabilities assumed by Filtration under clause (ii) to Filtration.

Section 3.6         Non-U.S. Plans. Notwithstanding any provision of this Agreement to the contrary (except as set forth in Section 3.7), the treatment of each Cummins Benefit Arrangement, Filtration Benefit Arrangement and GEO Benefit Arrangement that is maintained primarily in respect of individuals who are located outside of the United States (together, the “Non-U.S. Plans”) shall be subject to the terms and conditions set forth in the applicable Conveyancing and Assumption Instrument; provided that, if the treatment of any such Non-U.S. Plan is not specifically covered by such Conveyancing and Assumption Instrument, then unless otherwise agreed by the Parties, (i) Filtration or the GEO shall fully perform, pay and discharge all obligations of the Non-U.S. Plans relating to Filtration Employees, and Former Filtration Service Providers, whenever incurred, (ii) Cummins shall fully perform, pay and discharge all obligations of the Non-U.S. Plans relating to Cummins Employees, whenever incurred, and (iii) the Parties shall agree on the extent to which any Assets held in respect of such Non-U.S. Plans shall be transferred to Filtration .

Section 3.7         Treatment of Certain Plans. Notwithstanding any provision of this Agreement or any Conveyancing and Assumption Instrument to the contrary, with respect to any Cummins Benefit Arrangement, Filtration Benefit Arrangement or GEO Benefit Arrangement that covers primarily Filtration Employees and Former Filtration Service Providers, effective no later than the Effective Time, Filtration shall become solely liable to fully perform, pay and discharge all obligations of such arrangements, whenever incurred.

Section 3.8         Chargeback of Certain Costs. Nothing contained in this Agreement shall limit Cummins’s ability to charge back any Liabilities that it incurs in respect of any Cummins Benefit Arrangement to any of its operating companies in the ordinary course of business consistent with its past practices. Subject, and in addition, to the foregoing, Cummins shall allocate and charge back to Filtration or a member of the Filtration Group all Liabilities that Cummins recognizes by reason of the continued participation of Filtration Employees and Former Filtration Service Providers in Cummins Benefit Arrangements prior to the Plan Transition Date (which Liabilities shall, for the avoidance of doubt, be subject to reimbursement under Section 2.3(c) of this Agreement but solely to the extent provided in Section 2.3(c)).

ARTICLE IV EQUITY & INCENTIVE AWARDS

Section 4.1         Cummins Variable Compensation. For the Cummins annual variable compensation plan, the level of achievement of the applicable performance goals for each Filtration Employee for calendar 2022 shall be determined under the plan in accordance with its terms and shall be paid to such Filtration Employee at the time when annual variable cash incentives are typically paid in calendar year 2023. Filtration shall also establish a Filtration annual variable compensation plan for calendar year 2023 and thereafter, which plan for calendar 2023 shall be substantially similar to the Cummins annual variable compensation plan, except for the performance goals. Filtration shall provide that each Filtration Employee who immediately prior to the Effective Time was a participant in the Cummins annual variable compensation plan shall be eligible to participate under the Filtration annual variable compensation plan for calendar year 2023.

Section 4.2         Treatment of Cummins Stock Options. Each Cummins Option that is outstanding immediately prior to the Effective Date and that is held by a Filtration Employee who continues in employment through the Effective Date, whether vested or unvested, shall be amended, effective as of the Effective Date, to provide that (a) the Cummins Option shall be vested in full as of the Effective Date, and (b) each Filtration Employee shall be entitled, upon termination of employment from Cummins and its Subsidiaries and Affiliates (which shall occur upon the earlier of a termination from Filtration or the Disposition Date), to exercise their Cummins Option until the earlier of five (5) years following such termination or the original expiration date of the Cummins Option. Except as provided herein, each such Cummins Option shall continue to have, and be subject to, the terms of the award agreement applicable to such Cummins Option and the Cummins Stock Plan, including but not limited to the ability to exercise such Cummins Options for Cummins Common Stock.

Section 4.3         Treatment of Cummins Performance Shares. Each Cummins Performance Share that is outstanding immediately prior to the Effective Date and that is held by a Filtration Employee who continues in employment through the Effective Date, whether vested or unvested, shall be treated as follows, except to the extent the Parties otherwise agree with respect to one of more Cummins Performance Share awards: The 2020-2022 Cummins Performance Shares (awards with a performance period ending in 2022 and settlement in 2023) shall continue to be subject to all of the existing terms and conditions of the award governing such Cummins Performance Shares and the Cummins Stock Plan, including but not limited to the issuance of Cummins Common Stock in settlement thereof if so provided by the award. The level of actual achievement of the performance-based vesting conditions applicable to the 2021-2023 Cummins Performance Shares (awards with a performance period ending in 2023 and settlement in 2024) and the 2022-2024 Cummins Performance Shares (awards with a performance period ending in 2024 and settlement in 2025) shall be measured as of immediately before the Effective Date (subject to any adjustments to the performance goals as may be approved by the Compensation Committee of the Cummins Board of Directors to reflect the truncated performance periods), and the number of Cummins Performance Shares that are earned based on the level of achievement of such performance as certified by the Compensation Committee of the Cummins Board of Directors, shall be pro-rated by multiplying such number of 2021-2023 Cummins Performance Shares by a fraction, the numerator of which is the number of days elapsed from January 1, 2021 through (and including) the day before the Effective Date and the denominator of which is 1,095, and by multiplying such number of 2022-2024 Cummins Performance Shares by a fraction, the numerator of which is the number of days elapsed from January 1, 2022 through (and including) the day before the Effective Date and the denominator of which is 1,095, and such resulting number of Cummins Performance Shares that are earned shall be assumed and converted by Filtration immediately after the Effective Date into restricted stock units denominated in shares of Filtration Common Stock which shall be subject to vesting solely based upon the satisfaction of any applicable continued employment or service requirements that apply to the corresponding Cummins Performance Shares immediately prior to the Effective Date (the “Filtration Adjusted Time-Based Restricted Stock Units”). The remaining pro-rata portion of such 2021-2023 Cummins Performance Shares and of such 2022-2024 Cummins Performance Shares shall be assumed and converted into Filtration Adjusted Time-Based Restricted Stock Units (weighted 30%) and performance share units (weighted 70%) denominated in shares of Filtration Common Stock (the “Filtration Adjusted Performance Stock Units”). The Filtration Adjusted Performance Stock Units shall be subject to vesting based upon the satisfaction of any applicable continued employment or service requirements that apply to the corresponding Cummins Performance Shares immediately prior to the Effective Date and the achievement of one or more performance goals that relate to Filtration as established by the compensation committee of the Filtration board of directors for the remainder of the relevant performance period that applies to the corresponding Cummins Performance Shares immediately prior to the Effective Date.

Each grant of Filtration Adjusted Time-Based Restricted Stock Units and Filtration Adjusted Performance Stock Units shall relate to that number of shares of Filtration Common Stock (with each discrete grant rounded up to the nearest whole share, subject to Section 4.7) equal to the product of (x) the number of shares of Cummins Common Stock that were subject to the corresponding pro rata portion of the Cummins Performance Share award immediately prior to the Effective Date, as adjusted as described hereinabove, multiplied by (y) the Equity Award Adjustment Ratio.

Section 4.4         Treatment of Cummins Performance Cash. Each Cummins performance cash award (“Cummins Performance Cash Award”) that is outstanding immediately prior to the Effective Date under the Cummins Stock Plan and that is held by a Filtration Employee who continues in employment through the Effective Date, whether vested or unvested, shall be treated as follows, except to the extent the Parties otherwise agree with respect to one or more Cummins Performance Cash Awards: The 2020-2022 Cummins Performance Cash Awards (awards with a performance period ending in 2022 and payment in 2023) shall continue to be subject to all the existing terms and conditions of the award governing such Cummins Performance Cash Award and the Cummins Stock Plan, except as modified as determined in the sole discretion of the Compensation Committee of the Cummins Board of Directors prior to the payment therefor. The level of actual achievement of the performance-based vesting conditions of the 2021-2023 Cummins Performance Cash Awards (awards with a performance period ending in 2023 and payment in 2024) and the 2022-2024 Cummins Performance Cash Awards (awards with a performance period ending in 2024 and payment in 2025) shall be measured as of immediately before the Effective Date (subject to any adjustments to the performance goals as may be approved by the Compensation Committee of the Cummins Board of Directors to reflect the truncated performance period), and the amount of Cummins Performance Cash Award that is earned based on the level of achievement of such performance as certified by the Compensation Committee of the Cummins Board of Directors, shall be pro-rated by multiplying such amount of 2021-2023 Cummins Performance Cash Award by a fraction, the numerator of which is the number of days elapsed from January 1, 2021 through (and including) the day before the Effective Date and the denominator of which is 1,095, and by multiplying such amount of 2022-2024 Cummins Performance Cash Award by a fraction, the numerator of which is the number of days elapsed from January 1, 2022 through (and including) the day before the Effective Date which shall be paid by Filtration to such Filtration Employee at the time when the Cummins Performance Cash Award is typically paid in calendar year 2024 or, with respect to 2022-2024 Cummins Performance Cash Awards, 2025, subject to the satisfaction of any other conditions (unrelated to performance) that apply to the corresponding Cummins Performance Cash Award immediately prior to the Effective Date. The remaining pro-rata portion of such 2021-2023 Cummins Performance Cash Award and of such 2022-2024 Cummins Performance Cash Award shall be assumed and converted by Filtration immediately after the Effective Date into restricted stock units (weighted 30%) and performance stock units (weighted 70%) in each case, denominated in shares of Filtration Common Stock, which shall be subject to vesting based upon the satisfaction of any applicable continued employment or service requirements that apply to the corresponding Cummins Performance Cash Awards immediately prior to the Effective Date, and in the case of the performance stock units, the achievement of one or more performance goals that relate to Filtration, as established by the compensation committee of the Filtration board of directors for the remainder of the relevant performance period that applies to the corresponding Cummins Performance Cash Awards immediately prior to the Effective Date. The compensation committee of the Filtration board of directors will determine the manner of converting the remaining pro-rata portion of such 2021-2023 Cummins Performance Cash Awards and such 2022-2024 Cummins Performance Cash Awards into a number of Filtration stock units.

Section 4.5         Treatment of Cummins Restricted Stock Units Held by Non-Employee Filtration Directors. Each Cummins Restricted Stock Unit that is outstanding immediately prior to the Effective Time and that is held by a non-employee Filtration Director who continues in service through the Effective Time, whether vested or unvested, shall be treated as follows, except to the extent the Parties otherwise agree with respect to one of more of such Cummins Restricted Stock Unit awards: At the Effective Time, Filtration shall assume all of the Cummins Restricted Stock Units and shall convert them into restricted stock unit awards with respect to Filtration Common Stock (the “Filtration Restricted Stock Units of Filtration Directors”) which shall be subject to vesting based upon the satisfaction of any applicable continued service requirements that apply to the corresponding Cummins Restricted Stock Units immediately prior to the Effective Date. Each grant of Filtration Restricted Stock Units of Filtration Directors shall relate to that number of shares of Filtration Common Stock (with each discrete grant rounded up to the nearest whole share, subject to Section 4.7) equal to the product of (x) the number of shares of Cummins Common Stock that were subject to the corresponding Cummins Restricted Stock Unit award immediately prior to the Effective Date multiplied by (y) the Equity Award Adjustment Ratio.

Section 4.6         Filtration Stock Plan. Effective as of the Effective Time, Filtration shall have adopted the Filtration 2022 Omnibus Incentive Plan (the “Filtration Stock Plan”), which shall permit the grant and issuance of equity incentive awards denominated in Filtration Common Stock pursuant to this Article IV and subject to Section 7.5(b) of the Separation Agreement.

Section 4.7         General Terms. All of the adjustments described in this Article IV shall be effected in accordance with Section 409A of the Code, in each case to the extent applicable. Notwithstanding the foregoing, (i) if, with respect to any Filtration Employee located outside of the United States, the treatment set forth in this Article IV would (A) cause adverse Tax consequences to such Filtration Employee, then the Parties shall use their commercially reasonable efforts to cause the treatment to be conformed in a manner that does not give rise to such adverse Tax consequences, to the extent practicable; or (B)  would not conform with applicable non-U.S. Laws or require Filtration to obtain approval from any tax or regulatory authorities, then such provisions may be modified to the extent necessary to conform with such non-U.S. Laws and/or eliminate the need for tax or regulatory authority approval in such manner as is equitable and to preserve the intent hereof, as determined by the Parties in good faith, and (ii) the provisions of this Article IV may be modified by the Parties to the extent necessary to avoid undue cost or administrative burden arising out of the application of this Article IV to awards subject to non-U.S. Laws.

(a)        The Parties shall use their commercially reasonable efforts to maintain effective registration statements with the Securities Exchange Commission with respect to the awards described in this Article IV, to the extent any such registration statement is required by applicable Law.

(b)        The Parties hereby acknowledge that the provisions of this Article IV are intended to achieve certain tax, legal and accounting objectives and, in the event such objectives are not achieved, the Parties agree to negotiate in good faith regarding such other actions that may be necessary or appropriate to achieve such objectives.

ARTICLE V ADDITIONAL MATTERS

Section 5.1         Time-Off Benefits. Unless otherwise required in a Collective Bargaining Agreement, the Transfer Regulations or applicable Law, Filtration shall (a) credit, or cause a member of the Filtration Group or the GEO to credit, each Filtration Employee with the amount of accrued but unused vacation time, paid time-off and other time-off benefits as such Filtration Employee had with the Cummins Group as of immediately before the date on which the employment of the Filtration Employee transfers to Filtration or the GEO, and (b) permit each such Filtration Employee to use such accrued but unused vacation time, paid time off and other time-off benefits in the same manner and upon the same terms and conditions as the Filtration Employee would have been so permitted under the terms and conditions of the applicable Cummins policies in effect for the year in which such transfer of employment occurs, up to and including full exhaustion of such transferred accrued but unused vacation time, paid-time off and other time-off benefits (if such full exhaustion would be permitted under the applicable Cummins policies in effect for that year in which the transfer of employment occurs); provided that, if the GEO does not agree thereto with respect to any Filtration Employee that becomes employed by the GEO, then Cummins shall pay such Filtration Employee the amount of accrued but unused vacation time, paid time-off and other time-off benefits as such Filtration Employee had with the Cummins Group as of immediately before the date on which the employment of the Filtration Employee is terminated to the extent required by policy or applicable Law, and then Filtration shall reimburse Cummins in accordance with Section 2.3(c) for any such costs incurred by Cummins.

Section 5.2         Workers’ Compensation Liabilities. Effective no later than the Effective Time, Cummins shall assume, or shall cause a member of the Cummins Group to assume, all Liabilities for U.S. Filtration Employees related to any and all workers’ compensation injuries, incidents, conditions, claims or coverage, incurred on or before December 1, 2022 (including claims incurred prior to December 1, 2022 but not reported until after December 1, 2022), and Cummins shall be fully responsible for the administration, management and payment of all such claims and satisfaction of all such Liabilities. “U.S. Filtration Employees” means those individuals whose principal place of employment is or was in the U.S. In consideration for the foregoing assumption and retention of Liabilities, Filtration shall pay Cummins a lump sum amount payable as described on Schedule 5.2. Filtration shall assume, or cause a member of the Filtration Group or the GEO to assume, all Liabilities for U.S. Filtration Employees related to any and all workers’ compensation injuries, incidents, conditions, claims or coverage, incurred after December 1, 2022, and all Liabilities for any non-U.S. Filtration Employees and Former non-U.S. Filtration Service Providers related to any and all workers’ compensation injuries, incidents, conditions, claims or coverage, incurred at any time and shall be fully responsible for the administration, management and payment of all such claims and satisfaction of all such Liabilities.

Section 5.3         COBRA Compliance in the United States. Filtration shall be responsible for administering compliance with the health care continuation requirements of COBRA, and the corresponding provisions of the Filtration Welfare Plans with respect to Filtration Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the Filtration Welfare Plans at any time after the Effective Time.

Section 5.4         Retention Bonuses. Any retention bonuses payable to any Filtration Employees that relate to the transactions contemplated by the Separation Agreement and become payable after the Effective Time shall be assumed by Filtration as of the Effective Time and Filtration shall pay all amounts payable thereunder to the applicable Filtration Employees in accordance with the terms thereof.

Section 5.5         Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the Parties shall negotiate in good faith regarding the need for any treatment different from that otherwise provided herein with respect to the payment of compensation to ensure that the treatment of such compensation does not cause the imposition of a Tax under Section 409A of the Code. In no event, however, shall any Party be liable to another in respect of any Taxes imposed under, or any other costs or Liabilities relating to, Section 409A of the Code.

Section 5.6         Payroll Taxes and Reporting; IMSS Audit Liabilities.

(a)        The Parties shall, to the extent practicable, (a) treat Filtration or a member of the Filtration Group as a “successor employer” and Cummins (or the appropriate member of the Cummins Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Filtration Employees for purposes of Taxes imposed under the United States Federal Unemployment Tax Act or the United States Federal Insurance Contributions Act, and (b) cooperate with each other to avoid, to the extent possible, the filing of more than one IRS Form W-2 with respect to each Filtration Employee for the calendar year in which the Effective Time occurs.

(b)        Notwithstanding anything to the contrary herein, the Tax Matters Agreement or any Ancillary Agreement, effective no later than the Effective Time, Cummins shall assume, or shall cause a member of the Cummins Group to assume, all Liabilities for fiscal year 2018 through May 31, 2023, related to an IMSS Audit and Cummins shall be fully responsible for the administration, management and payment of all such claims and satisfaction of all such Liabilities, including surcharges and fines as well as the posting of any bond required by IMSS. Filtration shall assume, or cause a member of the Filtration Group or the GEO to assume, all Liabilities related to Mexican social security obligations and other employment taxes for Mexico Filtration Employees related to any fiscal year prior to fiscal year 2018, or for any period beginning June 1, 2023, and all Liabilities for any non-Mexico Filtration Employees and Former non-Mexico Filtration Service Providers related to any employment taxes, incurred at any time and shall be fully responsible for the administration, management and payment of all such claims and satisfaction of all such Liabilities.

(i)            “IMSS” means the Mexican Institute of Social Security (Instituto Mexicano Del Seguro Social).

(ii)           “IMSS Audit” means any audit conducted by the IMSS of Cummins Grupo Industrial, S. de R.L. de C.V.’s (“CGI”) fiscal year 2018 through fiscal year 2023 regarding CGI’s compliance with the obligations related to (i) the determination of the base quotation salary for the payment of social security contributions and (ii) the determination and payment of the premium for professional risk insurance, in each case with respect to for CGI’s Mexico Filtration Employees, in accordance with applicable Law.

(iii)          “Mexico Filtration Employees” means those Filtration Employees whose principal place of employment is or was in Mexico.

Section 5.7         Regulatory Filings. Subject to applicable Law and the Tax Matters Agreement, Cummins shall retain responsibility for all employee-related regulatory filings for reporting periods after the Disposition Date, except for Equal Employment Opportunity Commission EEO-1 reports and affirmative action program (AAP) reports and responses to Office of Federal Contract Compliance Programs (OFCCP) submissions, for which Cummins shall provide data and information (to the extent permitted by applicable Laws) to Filtration, which shall be responsible for making such filings in respect of Filtration Employees.

Section 5.8         Disability.

(a)        If any Filtration Employee is, as of the day immediately preceding the Plan Transition Date, receiving payments as part of any short-term disability program that is part of a Cummins Welfare Plan, such Filtration Employee’s rights to continued short-term disability benefits (a) will end under any Cummins Welfare Plan as of the Plan Transition Date; and (b) all remaining rights will be recognized under a Filtration Welfare Plan or GEO Welfare Plan from and after the Plan Transition Date, and the remainder (if any) of such Filtration Employee’s short-term disability benefits will be paid by a Filtration Welfare Plan or a GEO Welfare Plan. In the event that any Filtration Employee described above shall have any dispute with the short-term disability benefits they are receiving under a Filtration Welfare Plan or a GEO Welfare Plan, any and all appeal rights of such employees shall be realized through the Filtration Welfare Plan or the GEO Welfare Plan, as applicable (and any appeal rights such Filtration Employee may have under any Cummins Welfare Plan will be limited to benefits received and time periods occurring prior to the Plan Transition Date).

(b)        If any Filtration Employee is, as of the day immediately preceding the Plan Transition Date, receiving payments as part of any long-term disability program that is part of a Cummins Welfare Plan, such Filtration Employee’s right to continued long-term disability benefits will continue to be provided by the Cummins Welfare Plan following the Plan Transition Date until such benefits end in accordance with the terms of such plan. In addition, if the obligation to provide long-term disability benefits for any Filtration Employee who, as of the Plan Transition Date, has incurred a disability but is not yet eligible for long-term disability benefits under the Cummins Welfare Plan is not assumed by the insurance carrier that will provide long-term disability benefits for Filtration Employees upon the Plan Transition Date, then Cummins shall continue to be liable to provide long-term disability benefits to such Filtration Employee from and after the Plan Transition Date until such benefits end in accordance with the terms of such plan.

(c)        For any Former Filtration Service Provider who is, as of the day immediately preceding the Plan Transition Date, receiving payments as part of any long-term disability program that is part of a Cummins Welfare Plan, and has been receiving payments from such plan for twelve (12) months or fewer before the Effective Time, to the extent such Former Filtration Service Provider may have any “return to work” rights under the terms of such Cummins Welfare Plan, such Former Filtration Service Provider’s eligibility for re-employment shall be with Filtration or a member of the Filtration Group or the GEO, subject to availability of a suitable position (with such availability to be determined in the sole discretion of Filtration or the applicable member of the Filtration Group or the GEO); provided, however, that, notwithstanding the foregoing, no Former Filtration Service Provider described in this subsection will be eligible for re-employment as described in this subsection after the first anniversary of the Effective Time.

Section 5.9         Certain Requirements. Notwithstanding any provision of this Agreement to the contrary, if the Transfer Regulations, the terms of a Collective Bargaining Agreement or applicable Law require that any Assets or Liabilities be retained by the Cummins Group or transferred to or assumed by the Filtration Group in a manner that is different from that set forth in this Agreement, such retention, transfer or assumption shall be made in accordance with the terms of such Collective Bargaining Agreement or applicable Law and shall not be made as otherwise set forth in this Agreement.

Section 5.10       Refundable Amounts. Any Refundable Amount paid to Cummins or any member of the Cummins Group shall be an Asset of Cummins except that if the original cost to which such Refundable Amount relates was initially charged to the Filtration Business, then such Refundable Amount shall be shared with Filtration in the same proportion as the cost was initially charged to the Filtration Business. Similarly, if any amount remains to be charged, such amount shall be charged to Cummins and Filtration in the same proportions as the original cost was charged to the Parties.

ARTICLE VI GENERAL AND ADMINISTRATIVE

Section 6.1         Employer Rights. Nothing in this Agreement shall be deemed to be an amendment to any Cummins Benefit Arrangement or Filtration Benefit Arrangement or to prohibit any member of the Cummins Group or Filtration Group, as the case may be, from amending, modifying or terminating any Cummins Benefit Arrangement or Filtration Benefit Arrangement at any time within its sole discretion.

Section 6.2         Effect on Employment. Nothing in this Agreement is intended to or shall confer upon any employee or former employee of Cummins, Filtration , any of their respective Affiliates or the GEO any right to continued employment, or any recall or similar rights to any such individual on layoff or any type of approved leave.

Section 6.3         Consent of Third Parties. If any provision of this Agreement is dependent on the Consent of any third party and such Consent is withheld, the Parties shall use their commercially reasonable efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision (as applicable) in a mutually satisfactory manner.

Section 6.4         Access to Employees. On and after the Effective Time, Cummins and Filtration shall, or shall cause each of their respective Affiliates or the GEO to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between Cummins and Filtration ) to which any employee or director of the Cummins Group or the Filtration Group or any Cummins Benefit Arrangement or Filtration Benefit Arrangement is a party and which relates to a Cummins Benefit Arrangement or Filtration Benefit Arrangement. The Party to whom an employee is made available in accordance with this Section 6.4 shall pay or reimburse the other Party for all reasonable expenses which may be incurred by such employee in connection therewith, including all reasonable travel, lodging, and meal expenses, but excluding any amount for such employee’s time spent in connection herewith.

Section 6.5         Beneficiary Designation/Release of Information/Right to Reimbursement. To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of Information and rights to reimbursement made by or relating to Filtration Employees under Cummins Benefit Arrangements shall be transferred to and be in full force and effect under the corresponding Filtration Benefit Arrangements or GEO Benefit Arrangements until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant Filtration Employee.

Section 6.6         No Acceleration of Benefits. Except as otherwise expressly provided in this Agreement, no provision of this Agreement shall be construed to create any right, or accelerate vesting or entitlement, to any compensation or benefit whatsoever on the part of any Filtration Employee or other former, current or future employee of the Cummins Group or Filtration Group under any Benefit Arrangement of the Cummins Group or Filtration Group or the GEO.

Section 6.7         Employee Benefits Administration. At all times following the date hereof, the Parties will cooperate in good faith as necessary to facilitate the administration of employee benefits and the resolution of related employee benefit claims with respect to Filtration Employees, Former Filtration Service Providers and employees and other service providers of Cummins, as applicable, including with respect to the provision of employee level information necessary for the other Party to manage, administer, finance and file required reports with respect to such administration.

Section 6.8         Reverse Jurisdictions. Notwithstanding anything in this Agreement to the contrary, with the exception of Articles I and II, the Parties acknowledge and agree that for each of the entities or countries listed in Schedule 6.8, where the context so requires in accordance with the local Conveyancing and Assumption Instruments, each reference to “Filtration” in this Agreement shall be construed as a reference to “Cummins,” and each reference to “Cummins” in this Agreement shall be construed as a reference to “Filtration.”

Section 6.9         Data Privacy; Data Sharing Agreement. Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that any applicable data privacy laws and any other obligations of Cummins and Filtration to maintain the confidentiality of any employee information held by Cummins or Filtration, as applicable, or any information held in connection with any Benefit Arrangement in accordance with applicable Law will govern the disclosure of employee information between the Parties under this Agreement. Each of Cummins and Filtration will ensure that it has in place appropriate technical and organizational security measures to protect the personal data of the Cummins Employees and the Filtration Employees and Former Filtration Service Providers, respectively. Without limiting the generality of the foregoing provisions of this Section 6.9, the Parties have entered into a data sharing agreement substantially in the form of Schedule A attached hereto.

ARTICLE VII MISCELLANEOUS

Section 7.1         Entire Agreement; Construction. This Agreement, including the Exhibits and Schedules hereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Exhibit or Schedule hereto, the Exhibit or Schedule shall prevail. In the event of any conflict between this Agreement and the Tax Matters Agreement, the terms and conditions of the Tax Matters Agreement shall control.

Section 7.2         Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

Section 7.3         Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 7.4         Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile or electronic mail with receipt confirmed to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.4):

To Cummins:

Cummins Inc. 

5000 Jackson Street 

Box 3005 

Columbus, Indiana 47202-3005 

Attn: General Counsel 

Facsimile: ****************

Email: ****************

To Filtration :

Atmus Filtration Technologies Inc. 

26 Century Boulevard 

Nashville, Tennessee 37214 

Attn: General Counsel 

Facsimile: **************** 

Email: ****************

Section 7.5         Consents. Any consent required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group). For this purpose, a Party may provide its written consent in the form of an email that expressly sets forth such consent and is delivered by the General Counsel of the Party giving such consent to the General Counsel of the Party requesting such consent.

Section 7.6         No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 7.7         Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable to (a) with respect to Cummins, an Affiliate of Cummins, or (b) a bona fide third party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a Party hereto, so long as the resulting, surviving or transferee entity assumes all of the obligations of the relevant Party hereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party to this Agreement; provided, however that, in the case of each of the preceding clauses (a) and (b), no assignment permitted by this Section 7.7 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

Section 7.8         Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

Section 7.9         Termination and Amendment. This Agreement may be terminated, modified or amended at any time prior to the Disposition Date by and in the discretion of Cummins without the approval of Filtration or the stockholders of Cummins. In the event of such termination, no Party shall have any liability of any kind to the other Party or any other Person. After the Disposition Date, this Agreement may not be terminated, modified or amended except by an agreement in writing signed by Cummins and Filtration.

Section 7.10       No Admission of Liability. The allocation of Assets and Liabilities herein (including on the Schedules hereto) is solely for the purpose of allocating such Assets and Liabilities between Cummins and Filtration and is not intended as an admission of liability or responsibility for any alleged Liabilities vis-à-vis any third party, including with respect to the Liabilities of any non-wholly owned subsidiary of Cummins or Filtration.

Section 7.11       Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Date, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Section 7.12       Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and, except as expressly set forth herein, should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.

Section 7.13       Titles and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 7.14       Schedules. The Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 7.15       Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 7.16       Submission to Jurisdiction. With respect to any Action relating to or arising out of this Agreement, subject to the provisions of Article VIII of the Separation Agreement, each Party irrevocably (a) consents and submits to the exclusive jurisdiction of the courts of the State of Indiana and any court of the United States located in the State of Indiana; (b) waives any objection which such Party may have at any time to the laying of venue of any Action brought in any such court, waives any claim that such Action has been brought in an inconvenient forum and further waives the right to object, with respect to such Action, that such court does not have jurisdiction over such Party; and (c) consents to the service of process at the address set forth for notices in Section 7.4; provided, however, that such manner of service of process shall not preclude the service of process in any other manner permitted under applicable Law.

Section 7.17       Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY COURT PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF AND PERMITTED UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.17.

Section 7.18       Dispute Resolution. The provisions of Article VIII of the Separation Agreement shall govern any Dispute under or in connection with this Agreement.

Section 7.19       Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

Exhibit 10.5

Execution Version

FILTRATION FIRST-FIT SUPPLY AGREEMENT

by and between

CUMMINS INC.

and

ATMUS FILTRATION TECHNOLOGIES INC.,

dated as of May 29, 2023

TABLE OF CONTENTS

Schedule A – Product Group Designations and Master Price Lists

Schedule A-1 – Commodity Price Adjustments

Schedule A-2 – Currency Market Agreement

Schedule B – Continuity of Supply

Schedule C – Warranty Agreement

Schedule D – Minimum Insurance Requirements

Schedule E – Cummins Diverse Spend Requirement

Schedule F – Integrity of Supply Chain

Schedule G – Savings Clause

Schedule H – Preferred Supplier Terms, Exclusivity, and Limitation of Liability This FILTRATION FIRST-FIT SUPPLY AGREEMENT, dated as of May 29, 2023 (this “Agreement”), is entered into by and between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Supplier”).

FILTRATION FIRST-FIT SUPPLY AGREEMENT

Each of Cummins and Supplier are referred to herein from time to time each as, a “Party” and collectively, the “Parties”.

RECITALS

WHEREAS, Cummins, acting through its direct and indirect Subsidiaries, currently conducts the Cummins Retained Business and the Filtration Business;

WHEREAS, the board of directors of Cummins has determined that it is appropriate, desirable and in the best interests of Cummins and its shareholders to separate the Cummins Retained Business and the Filtration Business between Cummins and Supplier and consummate an initial public offering of certain capital stock of Supplier (the separation and offering, collectively, the “Transactions”), all pursuant to a Separation Agreement, dated as of May 29, 2023 (the “Separation Agreement”), entered into by and between Cummins and Supplier, in accordance with which, among other things, (a) the Cummins Retained Business is to be owned and conducted, directly or indirectly, by Cummins and its Subsidiaries on or after the Effective Date, and (b) the Filtration Business is to be owned and conducted, directly or indirectly, by Supplier and its Subsidiaries, on or after the Effective Date;

WHEREAS, Supplier has been incorporated as a wholly owned Subsidiary of Cummins, has not engaged in activities except in preparation for or in connection with the Transactions and as of the consummation of the Transactions, will no longer be a wholly owned Subsidiary of Cummins; and

WHEREAS, in furtherance of the Transactions, pursuant to, and subject to the terms and conditions of, the Separation Agreement, (a) Cummins will, among other things, contribute certain products and programs of the Filtration Business to Supplier, and (b) each of Cummins and Supplier concurrently desires to enter into this Agreement pursuant to which Supplier will sell certain Filtration Business products to Cummins on the terms and conditions contained herein.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained herein, effective as of the Effective Date, the Parties intending to be legally bound hereby agree as follows:

1. PURPOSE

1.1 This Agreement sets forth the terms and conditions pursuant to which Cummins will purchase, and Supplier will sell to Cummins, products described in “Group A” (“Current Products”), and described in “Group B” (including subsections Group B-1 and Group B-2) as set forth in the Product Group Designations and Master Price Lists (“MPLs”) in Schedule A (“New Products”, and collectively with the Current Products, the “Products”). All documents and Schedules referenced in or attached to this Agreement are hereby incorporated herein and are made a part of this Agreement. Any additional or conflicting terms or provisions provided by Supplier or Cummins relating to such purchase or sale of the Products shall not apply and are hereby rejected by Cummins and Supplier. Cummins shall only purchase Products under this Agreement as First-Fit Products and Service Products, and for no other use or purpose.

1.2 This Agreement does not authorize delivery of Products or constitute an obligation or agreement to purchase a minimum or specific quantity of Products.

2. DEFINITIONS

Capitalized terms used in this Agreement, but which are not otherwise defined in this Agreement, shall have the meaning given to them in the Separation Agreement. The following definitions shall apply throughout this Agreement:

2.1 “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person (and, in the case of Cummins, its joint ventures, partnerships and limited partnerships). It is expressly agreed that, from and after the Effective Date, solely for purposes of this Agreement, (i) no member of the Filtration Group shall be deemed an “Affiliate” of any member of the Cummins Group, and (ii) no member of the Cummins Group shall be deemed an “Affiliate” of any member of the Filtration Group.

2.2 “Agreement” shall have the meaning set forth in the preamble hereto.

2.3 “Anti-Corruption Laws” shall mean any applicable foreign or domestic anti-bribery and anti-corruption laws and regulations, including the Bribery Act 2010, the US Foreign Corrupt Practices Act 1977 and any laws intended to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

2.4 “Applicable Laws” shall mean all applicable provisions of any and all statutes, laws, statutory instruments, rules, regulations, administrative codes, ordinances, decrees, orders, decisions, injunctions, awards, judgments, permits and licenses of or from any federal, national, state, provincial or local governmental or non-governmental authority, agency, undertaking or body which has any jurisdiction in respect of or relevance to the applicable Party (or its Affiliates) and its business and/or the relevant provisions of this Agreement.

2.5 “Associated Persons” shall mean in respect of each Party, any officer, director, employee, consultant, agent, direct or indirect beneficial owner or shareholder, or any other person acting on behalf of such Party.

2.6 “Conflict Minerals” shall mean Cobalt, Tin, Tantalum, Tungsten and Gold and any other minerals added to the definition of Conflict Minerals under the United States Dodd-Frank Wall Street Reform and Consumer Protection Act or the EU Regulation on Conflict Minerals (2017/821) (in either case, as amended or superseded).

2.7 “Cummins” shall have the meaning set forth in the preamble hereto.

2.8 “Cummins Location” shall mean the location where the Products are to be delivered and can refer to any Cummins division, facility or warehouse or other location as specified by Cummins.

2.9 “Dispute Notice” shall mean a notice issued by one Party to the other Party in accordance with the terms of Section 34 (Notices) of this Agreement, which affirmatively requests the beginning of a dispute subject to the terms of Article VIII (Dispute Resolution) of the Separation Agreement.

2.10 “Diverse Suppliers” shall mean: (i) Disabled-Owned businesses; (ii) Small businesses located in HUBZone; (iii) Lesbian, Gay, Bisexual, Transgender or Queer (LBGT)-Owned businesses; (iv) Minority-Owned businesses; (v) Small Disadvantaged businesses; (vi) Service-Disabled Veteran-Owned businesses; (vii) Veteran-Owned businesses; (viii) Women-Owned Enterprise; and (ix) Women-Owned Small Business.

2.11 “Effective Date” shall mean the closing date of the IPO.

2.12 “First-Fit Products” shall mean serial production products that are incorporated by Cummins or any of its Affiliates into its or their respective products, which are sold by Cummins or any of its Affiliates to customer for use in new vehicles or equipment and are not sold by Cummins or its Affiliates as aftermarket parts.

2.13 “Good Industry Practice” shall mean all relevant practices and professional standards that would be expected of a well-managed, skilled, and experienced supplier carrying out obligations similar to the relevant obligations.

2.14 “Governmental Entity” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign, multinational, or supranational exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official thereof.

2.15 “Intellectual Property” shall mean all United States and international: (i) trademarks, trade dress, service marks, certification marks, logos, slogans, design rights, names, corporate names, trade names, Internet domain names, social media accounts and addresses and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing (collectively, “Trademarks”); (ii) patents and patent applications, and any and all related national or international counterparts thereto, including any divisionals, continuations, continuations-in-part, reissues, reexaminations, substitutions and extensions thereof (collectively, “Patents”); (iii) copyrights and copyrightable subject matter, excluding Know-How; (iv) trade secrets, and all other confidential or proprietary information, know-how, inventions, processes, formulae, models, and methodologies, excluding Patents (collectively, “Know-How”); (v) all applications and registrations for any of the foregoing; and (vi) all rights and remedies against past, present and future infringement, misappropriation or other violation of any of the foregoing.

2.16 “Lead Time” shall mean (i) the lead time specified on the Group A MPL terms for each Current Product, and (ii) the lead time mutually agreed upon by the Parties for each New Product.

2.17 “Modern Slavery and Human Trafficking” shall mean (i) holding a person in slavery or servitude; (ii) requiring a person to perform forced or compulsory labor (including but not limited to prison labor, child labor, or compelling labor by taking control of a person’s passport, identity card, visa, or other immigration documentation); (iii) subjecting a person to force, threats or deception designed to induce that person to provide services of any kind, to provide another person with benefits of any kind, or to enable another person to acquire benefits of any kind; or (iv) arranging or facilitating the travel of a person with a view to that person being exploited for purposes of slavery, servitude, forced or compulsory labor, sexual exploitation, or the removal of organs.

2.18 “Modern Slavery Laws” shall mean any foreign or domestic laws and regulations applicable to Modern Slavery and Human Trafficking, including but not limited to the California Transparency in Supply Chains Act the UK Modern Slavery Act 2015.

2.19 “Negotiation Mechanism” shall mean the Parties engaging in good faith negotiations in connection with recovery of costs, price adjustments, offsetting/netting, continuity of supply, and other disputes that may arise as a result of the Parties performance under the Agreement. If the Parties cannot agree to a resolution during such good faith negotiations, each Party has the right to provide a Dispute Notice to the other Party to initiate a formal dispute resolution process in accordance with the terms and conditions of Article VIII (Dispute Resolution) of the Separation Agreement.

2.20 “Non-Conforming Material” shall mean Products / Product material which do not conform to Specifications.

2.21 “Non-conforming Material Process” shall mean Product material processes which do not conform to Specifications.

2.22 “Party” and “Parties” shall have the meanings set forth in the preamble hereto.

2.23 “Person” shall mean any natural person, firm, individual, corporation, business trust, joint venture, association, bank, land trust, trust company, company, limited liability company, private limited company, partnership, or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity.

2.24 “Post-Production” shall mean the production of Products after Serial Production ends.

2.25 “Post-Production Price” shall mean the price applicable to the Products during Post-Production.

2.26 “Purchase Order Affiliates” shall mean and include Affiliates responsible for releasing purchase orders prior to the Effective Date for the following plants, joint ventures or locations: Jamestown Engine Plant, Columbus MidRange Plant, Rocky Mount Engine Plant, Seymour Engine Plant, Cummins Komatsu Engine Plant, Joint Venture Kitting - United States, Cummins Power Generation (Fridley, MN), Memphis Distribution Center, San Luis Potosi/Reconditioning Plant, Cummins Power Generation China, Darlington Engine Plant, Daventry Engine Plant, Joint Venture Kitting (EMEA), Cummins Brazil Limited.

2.27 “Sanctions and Trade Control Laws” shall mean all sanctions, export control, anti-boycott laws, regulations, orders, directives, designations, licenses, and decisions of the European Union, the United Kingdom, the United States of America, and of any other country with jurisdiction over activities undertaken in connection with this Agreement.

2.28 “Separation Agreement” shall have the meaning set forth in the recitals hereto.

2.29 “Serial Production” shall mean the production of Products which are incorporated by Cummins into its products, which are sold to Cummins’ customers for use in new vehicles or equipment, and are not used or sold as aftermarket parts.

2.30 “Service Products” shall mean Products sold by Supplier to Cummins not for use in regular scheduled maintenance (i.e., filter or cartridge replacements), but to support repair or replacement, including without limitation overhaul kits.

2.31 “Specifications” For Current Products, “Specifications” shall mean specifications of such Current Products that were in effect immediately prior to the Effective Date that were communicated to Supplier by Cummins from time to time, unless the Parties jointly approve in writing a specific change to such specifications prior or after the Effective Date. For New Products, “Specifications” shall mean the standards, drawings, samples, descriptions, quality requirements, performance requirements, statements of work, fit, form and function requirements furnished, specified or approved by Cummins for such products.

2.32 “Start of Production” shall mean the date of Cummins start of the Serial Production phase after the final full product PPAP of the assembly that contains a Product.

2.33 “Supplier” shall have the meaning set forth in the preamble hereto.

2.34 “Tooling” shall mean any tooling, jigs, fixtures and associated manufacturing equipment which are necessary for the successful production and/or testing of the Products located at Supplier’s facilities.

2.35 “Transactions” shall have the meaning set forth in the recitals hereto.

3. PRODUCTS

3.1 All purchases under this Agreement are subject to the issuance of an applicable purchase order, individual or blanket (a “Purchase Order”), and release by Cummins (which shall include Purchase Order Affiliates). Cummins may issue and Supplier agrees to accept periodic Cummins Purchase Orders and releases (provided such Purchase Orders and releases conform to this Agreement), which shall set forth the part number, quantity, and schedule for the ordered Products. Purchase Orders do not become binding until accepted by Supplier evidenced by (i) written acknowledgment and confirmation, (ii) Supplier’s initiation of performance under a Purchase Order, or (iii) Supplier ships Products under a new Purchase Order. The terms of this Agreement shall take precedence over any conflicting terms in any Cummins Purchase Order or release issued hereunder. Any term or statement in a Cummins Purchase Order or release, or an acknowledgment or acceptance thereof by Supplier, which conflicts with the terms of this Agreement, is hereby expressly rejected and shall be deemed amended or deleted to the extent of any such conflict. Purchase Orders and releases are binding and non-cancellable for: (i) the Lead Time, and (ii) the quantity specified in an individual Purchase Order. Products purchased under this Agreement shall only be used by Cummins for the program on which the Product business was awarded.

3.2 Supplier shall manage and supply the Products to Cummins pursuant to the terms and conditions set forth in Schedule B (Continuity of Supply). Cummins reserves the right to direct the sale and supply of the Products to other Cummins Locations or designated third parties (including, without limitation, other Cummins affiliated entities) to the extent Cummins directs sale and supply to such designated third parties as of the date of the first signature of a Filtration representative of this Agreement, or Supplier authorizes such change in writing on or after the Effective Date.

3.3 Subject to the Delivery Performance Requirements as defined in Schedule B (Continuity of Supply), Supplier shall ensure that all Products supplied by Supplier are usable, manufactured to the Specifications, if applicable, and shipped to the proper Cummins Location with the required documentation and in the scheduled quantities.

3.4 Supplier shall comply with the following policies in place as of the Effective Date, which are incorporated by reference to this Agreement and can be accessed at: http://supplier.cummins.com (i) Cummins Corporate Environmental Policy and Environmental Standard; (ii) Cummins Supplier Handbook; (iii) Cummins Green Supply Chain Principles, (iv) Restriction of Prohibited Materials; (v) Government Requirements; and (vi) Human Rights Policy.

3.5 Only the Cummins and Supplier entity named on an applicable Purchase Order shall be responsible for their respective obligations under such Purchase Order. Neither Cummins Inc. nor any other Cummins entity shall be liable for another named Cummins Affiliate’s obligations under such named Affiliate’s Purchase Order or supplemental agreement. Further, a breach or termination by a named Cummins entity of its obligations under any particular Purchase Order shall not constitute a breach or termination under another Purchase Order or of this Agreement.

4. TERM

This Agreement shall have an initial term of 5 years, effective from and after the Effective Date for any Current Products (the “Current Products Initial Term”) and effective from and after the date of the Start of Production for each New Product provided that, with respect to such New Product, the Start of Production occurs during the Current Products Initial Term (each, a “New Product Term”), unless terminated or cancelled sooner pursuant to the terms of this Agreement. The Current Products Initial Term shall be automatically extended for one 2-year period, unless either Party provides a written notice of non-renewal to the other Party at least 365 days prior to the end of the Current Product Initial Term, or the Parties mutually agree otherwise in writing. The Current Products Initial Term, each New Product Term and any automatic extensions thereof are referred to in this Agreement collectively as the “Term”. For the avoidance of doubt, Section 5.2 is binding and effective with respect to any New Products during the Current Products Initial Term and through the end of any applicable New Product Term. If New Products pricing is agreed upon after the Effective Date, then such pricing will be subject to the pricing adjustments set forth in Section 5.1 of this Agreement.

5. PRICING, NEW PRODUCT PRODUCTION

5.1 Supplier shall sell and supply the Current Products, and New Products for which pricing has been agreed upon as of the Effective Date, to Cummins in accordance with the pricing in the MPLs set forth in Schedule A (Product Group Designations and Master Price Lists), which may be subject to applicable price reductions and price increases as set forth in this Agreement and the terms of the MPLs, including the price adjustments set forth in Schedule A-1 and Schedule A-2 attached hereto. Notwithstanding the foregoing, the MPLs price does not include shipment or delivery costs, which shall be the sole responsibility of Cummins. All prices are exclusive of sales, use, excise, customs, export, import, commodity and/or any other taxes, which shall be the sole responsibility of Cummins. Cummins will pay all such taxes and any license fees or other charges incidental to the sale of Products, and will promptly reimburse Supplier if Supplier is required to pre-pay any such taxes, fees, and assessments; provided, however, that Cummins will have the opportunity to dispute such reimbursement through the Negotiation Mechanism.

5.2 With respect to any New Product pricing not set forth on the MPLs or not designated as final on the MPLs as of the Effective Date, the Parties agree to engage in the Negotiation Mechanism to establish commercially reasonable pricing for each such New Product, provided any such pricing will be determined on a basis consistent with, and reflecting models and assumptions used in developing, Schedule A, Schedule A-1 and Schedule A-2 attached hereto. The Parties agree to amend the MPLs once pricing is agreed upon on a New Product, or preliminary pricing is designated as final. As of the Effective Date, Supplier agrees to use commercially reasonable efforts to cause the Start of Production to occur for any New Products within the Current Products Initial Term.

5.3 In the event Cummins requests changes to the Products that require corresponding engineering changes, the Parties may re-negotiate the pricing for the affected Product(s) for up to thirty (30) days from the date such changes are formally requested. Product pricing changes resulting from such engineering changes shall only be effective prospectively upon the written agreement of the Parties. Prototype pricing for new products will be discussed and agreed between the Parties prior to any such parts being produced.

5.4 During the Term, Supplier shall use commercially reasonable efforts to reduce the cumulative costs of all Products by conducting value analysis/value engineering exercises (such reductions, “Va/Ve Savings”). Without limiting the generality of the foregoing, during the Term, Supplier shall achieve Va/Ve Savings as detailed in Schedule G (Savings Clause).

5.5 Supplier agrees to proactively determine any Free Trade Agreement (“FTA”) eligibility for the Products it supplies and to provide all supporting documentation required in order to apply for qualification to do business under the FTA. This includes FTA certificates and supplier affidavits as applicable and necessary.

5.6 The Parties shall meet to amend the MPLs as required to incorporate final New Product pricing and any Product price reductions which result from the cost reduction activities set forth in this Section 5 and/or any other Product pricing adjustments negotiated between the Parties, or to add New Products which may be subject to this Agreement. Cummins shall amend Purchase Orders to reflect adjusted pricing to be consistent with the amended MPLs.

6. PAYMENT AND TITLE TRANSFER

6.1 Payment terms are set forth in the MPLs.

6.2 Supplier shall promptly invoice Cummins upon delivery of the Products. Payment shall be made in the currency designated for each Product on the MPL.

6.3 Cummins reserves the right to offset amounts that are (i) de minimis, (ii) caused by clerical or administrative errors, or (iii) routine or reoccurring costs caused by Supplier’s alleged non-performance under this Agreement, provided however for this subsection (iii), Cummins shall not have the right to offset (a) for any individual cost which exceeds $5,000 per occurrence, or (b) for any amounts whatsoever once offsets exceed $50,000 collectively during any calendar year. Supplier has the right to seek to recover any offset amounts. The Parties may initiate the Negotiation Mechanism to offset additional amounts.

6.4 The delivery term shall be Ex. Works Supplier’s manufacturing facility, Incoterms® 2020. Risk of loss to the Products shall pass to Cummins in accordance with the agreed Incoterms® 2020 delivery term.

7. TOOLING AND EQUIPMENT

7.1 Supplier owns all Tooling used with regard to Current Products located at a Supplier facility as of the Effective Date. With regards to Current Products, Supplier shall inspect and maintain all patterns, dies, tooling, gauging and facilities necessary for the manufacture of the Current Products, irrespective of whether such tooling is owned by Cummins or Supplier and whether such tooling is standard or unique to the manufacture the Current Products. Supplier shall keep all such tooling, gauging and facilities in good working order and condition, fully covered by insurance (replacement value and cost) and free from liens and other encumbrances. Supplier shall provide Cummins with detailed descriptions of the tooling and related information to provide assurance that Supplier is utilizing tooling at world-class market levels.

7.2 Tooling for each program associated with each New Product shall be amortized across first- and second-year production volumes. If these volumes are not met by the end of the second year of production, Cummins shall credit Supplier for the remaining Tooling costs. Supplier shall adjust pricing to the pre-amortization levels as soon as amortization volumes are met. Supplier may accept upfront payments for Tooling.

7.3 Supplier shall fund, inspect, maintain, and repair all patterns, dies, tooling, and gauging associated with the manufacturing of the Products in accordance with industry standards; provided, however, that Cummins shall pay for any costs associated with replacing such items at their end of life used solely for First-Fit Products or Service Products. Supplier shall notify Cummins within a commercially reasonable time of such items that may require replacement. For the avoidance of doubt, Cummins shall not pay any costs associated with replacing any tooling used for aftermarket or mixed use purposes by Supplier.

7.4 If applicable, Supplier shall affix a “Cummins Fixed Asset” tag to all Cummins-owned tooling and such tooling shall not be commingled with the property of Supplier or any third Person and shall not be moved from Supplier’s premises without Cummins’ prior written approval. Supplier shall maintain a list of the Cummins-owned tooling and shall provide such list to Cummins on an annual basis, and more frequently as reasonably requested by Cummins. To the extent permitted by law, Supplier waives any and all rights to object to the repossession and turnover of the Cummins-owned tooling to Cummins in the event Supplier defaults under this Agreement or becomes the subject of, whether voluntarily or involuntarily, any insolvency proceeding, including, but not limited to, any bankruptcy proceeding.

7.5 Upon the termination or expiration of this Agreement, Supplier shall continue to own all tooling used in regard to Current Products, and shall own the tooling with regard to New Products. If the Parties mutually agree in writing, Cummins may purchase, and Supplier may agree to sell, any Cummins-unique tooling owned by Supplier and used in the manufacture of the Current Products.

8. BRANDING, PACKAGING AND INVOICE DOCUMENTATION

8.1 All Products sold to Cummins shall have the “Fleetguard” branding and packaging in effect immediately prior to the Effective Date, except where branded or packaged otherwise as of the Effective Date.

8.2 Products delivered by Supplier shall be properly packaged and labeled as per the version of the Cummins Global Packaging Standard for Production Parts and Global Packaging Standards for New & ReCon Parts which exists as of the Effective Date. The Global Packaging Standard for Production Parts and Global Packaging Standards for New & ReCon Parts are published with links at https://public.cummins.com/sites/CSP/en-us/Pages/StandardsProcesses.aspx.

8.3 Supplier shall label and mark the Products and the respective packaging with the Country of Origin (“COO”) and shall package, label, and mark the Products in accordance with the Product Specifications, all other directions of Cummins, and as otherwise required to comply with the Applicable Laws of the country of ultimate destination of the Products. The COO on the packaging must match what is marked on Products. Supplier shall provide valid and correct Certificates of Origin for all of the Products and Free or Preferential Trade Agreement Certificates (e.g., United States-Mexico-Canada Agreement (USMCA), Generalized Systems of Preferences (GSP), and FTA) for all eligible Products and shall take reasonable and prudent steps (including complying with all legal requirements) to ensure such certificates are correct and accurate. Such certificates shall be provided to Cummins seven (7) calendar days in advance of the physical arrival of the shipment at the port of entry or within fourteen (14) calendar days of request in the case of periodic certificates or declarations. Failure to provide the required documentation within the requested time frame can result in extra costs to Cummins which Supplier will be required to reimburse in total.

8.3.1 Cummins may request that the COO is denoted on the commercial invoice and packing list. When required, Supplier shall ensure the COO on the Product packaging and shipping documentation consistently match.

8.3.2 Supplier shall participate in any COO data solicitation processes that Cummins may in future implement at the sole discretion of Cummins and comply with any and all requests for information made under those processes.

8.3.3 The COO for all part numbers is denoted in the Manufactured COO column of the MPL.

8.4 Supplier shall allow Cummins, Cummins employees, agents or representatives (including an auditor, legal service firm or professional services firm) (the “Appointed Adviser”) to access and audit any of the Supplier’s documents, records, data, systems or processes as may be reasonably required in order to (i) confirm the validity of the preferential origin claim underlying any COO (or equivalent statement of origin) provided by Supplier pursuant to Section 8.3, and (ii) verify that Supplier maintains a robust origin management system which allows Supplier to fulfil its obligations under this Agreement in respect of any COO (or equivalent statement of origin) issued to Cummins.

8.5 Cummins shall use reasonable endeavors to ensure that the conduct of any verification visit pursuant to Section 8.4 does not unreasonably disrupt Supplier.

8.6 Cummins shall ensure that the Appointed Adviser enters into an appropriate confidentially arrangement confirming the Appointed Adviser will not disclose commercially sensitive data, pricing, or similar information to Cummins.

8.7 If Cummins identifies a material risk that a COO (or equivalent statement of origin) provided by Supplier may be invalid and considers that the Certificate of Origin (or equivalent statement of origin) may be found invalid by any customs authority, then Cummins (without prejudice to its other remedies) shall notify Supplier in writing of its concerns. Supplier shall, within five (5) business days of such notice, respond in writing confirming whether it agrees with Cummins (and if not the basis for the disagreement) and its proposed rectification plan. Supplier shall ensure such rectification plan is agreed in writing with Cummins (Supplier and Cummins each acting reasonably) and Supplier shall implement such rectification plan.

8.8 The Parties shall bear their own costs and expenses incurred in respect of compliance with their obligations under this Section 8 unless the audit identifies a material default by Supplier, in which case Supplier shall reimburse Cummins for all its reasonable costs incurred in the course of the audit; provided, however that Supplier and Cummins may engage in the Negotiation Mechanism if Supplier challenges such costs incurred pursuant to this Section 8.8, and Supplier has the right to seek recovery of such costs.

9. SHIPPING AND DELIVERY

9.1 Supplier shall manage and supply the Products consistent with the terms set forth in Schedule B (Continuity of Supply) attached hereto in order to timely and effectively meet the Delivery Performance Requirements set forth in Schedule B (Continuity of Supply).

9.2 Cummins reserves the right to cancel or reschedule any Purchase Order or release for which a shipment has been delayed without penalty or charge if Cummins’ customers cancel or reject the underlying Products due to such delay.

9.3 Cummins reserves the right to make additional and commercially-reasonable changes to the shipping and invoice documentation requirements for this Agreement upon reasonable notice to Supplier, provided that any costs associated with such changes shall be paid by Cummins to Supplier.

9.4 Supplier commits to the Delivery Performance Requirements set forth in Schedule B (Continuity of Supply). The Parties shall cooperate in good faith and mutually develop a path to achieve such Delivery Performance Requirements, which shall be agreed to, in writing, after the execution of this Agreement.

10. ENGINEERING CHANGE

10.1 At any time, Supplier may make any improvements to the Products as Supplier may determine in its discretion. Supplier will communicate such improvements to Cummins at least thirty (30) days prior to implementation with respect to any future Products to be delivered to Cummins.

10.2 Supplier shall coordinate the engineering change breakpoint with Cummins for both Serial Production Products and Service Products. The Parties shall work together to ensure a smooth transition from current Products to new Products.

10.3 Supplier will build sufficient parts banks as necessary to meet agreed-upon implementation timing as negotiated between the Parties. If the part is classified as “use up,” “go to,” “change,” Supplier shall work with Cummins to avoid excess stock.

10.4 In the event of a major engineering change, Cummins shall assign a new part number to the changed Product, the changed Product shall not be considered a product subject to the terms of this Agreement. The Parties shall mutually agree upon the commercial terms that will govern the supply of such products.

10.5 Supplier shall manage any engineering changes with Tier 2-N supplier(s).

11. QUALITY

11.1 Supplier agrees to accept the terms of the standards, procedures and processes set forth in the current edition of the Cummins Inc. – Supplier Handbook (Customer Specific Requirements) published as of the Effective Date on the Cummins Supplier Portal (https://public.cummins.com/sites/CSP/en-us/Pages/Supplier-Quality.aspx) and maintain compliance with such terms within one (1) year from the Effective Date and such other standards and procedures that may be agreed between the Parties in writing from time to time; provided, however that Supplier shall maintain strict compliance with those terms in place to comply with Applicable Laws. Any terms or expressions which are not defined in this Section 11 shall be construed in accordance with the relevant provisions in the Cummins Inc. Supplier Handbook (Customer Specific Requirements). To the extent that Cummins Standards & Processes, including the Supplier Handbook, conflict with this Agreement, the provisions in this Agreement control. Any terms or expressions which are used in this Section 11, but are not defined in this Agreement, shall be construed in accordance with the relevant provisions in the Supplier Handbook. When submitting a quotation for new products, Supplier shall demonstrate a clear understanding of the product specifications, requirements, and applications. Supplier may, upon approval from Cummins, participate in the Drawing Quality Review (DQR) process to ensure full understanding of the Cummins product definition. When an enhanced Request for Proposal (“RFQ”) is requested by Cummins, the quote should include a product/process design with a zero-defect mindset in collaboration with Cummins Supplier Quality Improvement Engineer (“SQIE”).

11.2 Supplier shall institute and maintain a quality control and inspection system for the Products that are registered and compliant with IATF 16949:2016 and/or ISO 9001:2015 as detailed in the Cummins Incorporated Supplier Handbook (Customer-Specific Requirements).

11.3 Supplier shall implement and maintain a system where all Cummins Customer Special Characteristics are under Statistical Process Control (“SPC”). Controlled characteristics must include, without limitation, those characteristics identified as critical or major on the Cummins prints and those identified as key by the Cummins SQIE. Minimum acceptable process capability shall be as defined by the Cummins Inc. - Supplier Handbook (Customer-Specific Requirements).

11.4 Supplier shall not deviate from the requirements and Specifications for the Products without written advance authorization from Cummins. Authorization requests shall be reviewed and approved by a Cummins SQIE prior to shipment of the Product(s) affected by such proposed changes to the applicable Cummins’ Locations.

11.5 Supplier agrees to create and implement a year-over-year continual improvement plan, as required by ISO9001 and/or IATF16949, that shall include key supplier quality key performance indicators (“KPIs”) as agreed upon with Cummins SQIE. The elements of the continual improvement plan must be achieved and maintained despite any fluctuation in the volume of Product purchased by Cummins. The baseline for the KPIs will begin at the date of execution of this Agreement.

11.6 As part of the continual improvement plan, Supplier shall work with Cummins to identify specific projects and project timelines to proactively address potential causes of nonconformities before they occur. Preventive actions shall align with the severity and likelihood of the potential nonconformities. Within a reasonable time of a request by Cummins, Supplier shall present a list of specific quality improvement projects to Cummins in a separate document related to process and/or Product improvement to be approved by Cummins SQIE. Any continual improvement plan put into place will be reviewed periodically in conjunction and agreement with the SQIE and amended as required. Supplier will demonstrate a “zero-defect” mindset by providing “year-on-year” continual improvement initiatives that impact operational excellence, quality performance, service, cost and are in line with technical advancements. Supplier shall make commercially reasonable efforts to employ the 3P methodology (Prevent, Predict, Protect), lean manufacturing techniques and Manufacturing Quality Verification to achieve the desired quality improvements. Supplier shall make commercially reasonable efforts to employ the 3P methodology (Prevent, Predict, Protect), lean manufacturing techniques and Manufacturing Quality Verification to achieve the desired quality improvements.

11.6.1 In the event Supplier has adverse quality trends and/or repeat non-conformance, and Supplier has failed to meet the agreed upon continual improvement plan, Supplier may be required, at Supplier’s expense, to participate in a formal Cummins Supplier Performance Management Process, which includes Supplier Improvement Process program (SIP)/Focus or KEPT process, and/or participation in Controlled Shipping/Consequential Management activities, which may include third-party containment/component certification processes that are provided at Supplier’s expense. These actions will be implemented at the direction of Cummins Supplier Quality Leadership and will be monitored at a senior level at Cummins. Supplier’s senior management must actively participate in any quality improvement efforts within a reasonable time.

11.6.2 In assessing Supplier’s continual improvement plan, Cummins SQIE will focus on several areas, including but not limited to fail safe/poke-yoke, robust quality gates, in-process verification, integrated SPC techniques, EOL (end of line testing), robust traceability with integrated infrastructure, population-based limits, machine downtime and testing methods.

11.6.3 In addition to the requirements set forth in Section 11.6.1, if Supplier fails to adhere to the terms of the mutually agreed upon continual improvement plan, Supplier will be expected to invest in improving quality performance prior to participating in future RFQs with Cummins, conditioned upon Supplier’s agreement in writing to make any such investments.

11.7 Cummins will notify Supplier when a Product non-conformance has occurred and instruct Supplier as to whether a Supplier Corrective Action Response (“SCAR”) is required. Supplier shall immediately respond with documented corrective action to the quality control violation or non-conformance issue, including, without limitation, violations of the requirements and standards set forth in this Section 11.

11.7.1 If Cummins issues a SCAR to Supplier, Supplier must take effective action to: contain the defect within one (1) hour of notice of the quality control problem or non-conformance issue, identify the root cause of the defect and implement a short-term corrective action within forty-eight (48) hours of notice, submit a short-term corrective action plan to Cummins within ten (10) calendar days of notice, and implement the approved long-term corrective action plan within thirty (30) calendar days of notice.

11.7.2 In the event Cummins determines, in its sole discretion, that Supplier’s SCAR response is inadequate or, in the event of a recurring quality control violation or non-conformance issue (in addition to the corrective actions set forth in Section 11.6.1 above), Cummins reserves the right to institute a third-party investigation and certification at Supplier’s location. Such third-party investigation and certification may be conducted at Supplier’s expense; provided, however that Supplier and Cummins may engage in the Negotiation Mechanism if Supplier challenges such costs incurred in performing its obligations under this Section 11.7.2, and Supplier has the right to seek recovery of such costs.

11.7.3 If Cummins does not issue a SCAR to Supplier and, instead issues a Non-Conforming Material Report (NCMR), then Supplier, at a minimum, shall take all reasonable commercial actions necessary to contain and prevent any additional defects, issues, or violations. If requested by Cummins, Supplier shall respond to an identified quality control violation or non-conformance issue by utilizing the Cummins Seven (7) Step Problem Solving Process or a similar methodology approved by Cummins.

11.8 Cummins endorses a no-inspect policy that dictates any random audit and inspection performed by Cummins whose findings conclude poor quality being received and confirmed to be caused by Supplier will result in an inspection charge being levied against Supplier for the specific inspection incident plus all future inspections until three (3) successive inspections result in zero (0) quality issues; provided, however that Supplier and Cummins may engage in the Negotiation Mechanism if Supplier challenges such costs incurred in performing its obligations under this Section 11.8, and Supplier has the right to seek recovery of such costs.

11.9 Cummins will employ designated third-party Quality Service Providers (“QSPs”) to contain and inspect any Supplier quality issues that may arise. Supplier will be informed of the defective batch and will be expected to contact the QSP to authorize inspection/containment work to be carried out on Supplier’s behalf at the applicable Cummins Location and issue corresponding purchase orders to cover cost of this activity.

11.10 For material being stored at a Supplier or Supplier’s third-party warehouse provider, Supplier will employ a designated internal party QSP, or if resources are not immediately available, a third party QSP to contain and inspect any Supplier quality issues that may arise. Supplier will be expected to contact the QSP to authorize inspection/containment work to be carried out on Supplier’s behalf at the applicable Supplier-designated facility and issue corresponding Purchase Orders to cover cost of this activity.

11.11 Supplier shall maintain strict adherence to Cummins Engineering Standard (“CES”) 10903. For the purposes of this clause, CES 10903 shall mean the version of CES 10903 published on the Cummins Supplier Portal (http://supplier.cummins.com) as of the Effective Date, and such other standards and procedures that may be agreed between the Parties in writing from time to time.

11.12 Supplier must provide Full Material Disclosure (“FMD”) Data within the items and components sold to Cummins upon request. For the purposes of this clause, FMD Data means all data and information down to a homogeneous material level required for the purposes of making full material disclosure on products:

11.12.1 Supplier shall provide FMD Data in any one of the following Cummins’ preferred electronic formats:

11.12.2 Supplier shall provide item/component-specific declarations upon proposed changes to the chemical composition of the items/components prior to their implementation; and

11.12.3 Supplier shall obtain from Cummins, in accordance with CES 10903, the applicable written approvals/exemptions for authorized use of Declarable List Substances (as defined in CES 10903) prior to source release of preproduction parts and prior to the production part approval process of new/revised parts.

11.13 SQIE must approve any process or manufacturing location changes on items produced for Cummins prior to implementation of such changes. Supplier agrees to provide Cummins advance written notification in order to allow adequate time to review and approve such changes. If a manufacturing location change is approved by Cummins pursuant to this Section 11.13, then Supplier and Cummins will discuss the appropriate allocation of the costs incurred for source approval (e.g., tooling and validation costs).

11.14 Following notice of a violation of these requirements and a ten (10) calendar-day grace period for remediation, Cummins may initiate cost recovery for continued or repeat failures and violations in accordance with the Negotiation Mechanism.

12. PREFERRED SUPPLIER

The Parties shall comply with the preferred supplier terms set forth in Schedule H (Preferred Supplier Terms, Exclusivity, and Limitation of Liability).

13. PROCESS FOR NON-CONFORMING MATERIAL

13.1 A Cummins Location will notify Supplier immediately when a Non-conforming Material Process or Non-Conforming Material occurs. Supplier should refer to the Cummins Inc. - Supplier Handbook (Customer Specific Requirements) for guidance on Non-Conforming Material published on https://public.cummins.com/sites/CSP/en-us/Pages/Supplier-Quality.aspx, in existence as of the Effective Date and such other standards and procedures that may be agreed between the Parties in writing from time to time.

13.2 In the case of Non-Conforming Material, Supplier shall take timely action to provide replacement material to meet Cummins Location’s demand.

13.3 Before any Non-Conforming Material can be returned, the Cummins Location must request from Supplier a Return Material Authorization (RMA) number which must be quoted on all associated paperwork. In the case of a Non-conforming Material Process, including but not limited, to delivery without Packing List or Advanced Shipment Notice (ASN), improper labeling, etc., a Process Non-Conforming (“PNC”) will be issued for corrective action and the costs associated will be stated on the PNC document.

13.4 The Parties may initiate good faith negotiations to review any and all reasonable additional costs incurred as a result of Rejections/Returns from Cummins Location(s) or its Customer Site due to Supplier non-conformance, including without limitation, scrap, rework, engine damage, tear down/re-test expenses, costs resulting from the loss of production time and charges from Cummins’ customers assembly disruptions/work stoppage, administrative expenses, expenses due to travel, containment and sorting of parts done by Cummins using third-party in the warehouses and customer premises, costs resulting from SQIE work beyond normal planned activity, downtime costs related to resource overtime incurred, for example, where product out-of-flow or line stoppage can be directly attributable to material shortage or PNC, or when parts have to be screened by Cummins, or reasonable additional and/or premium freight costs that are directly attributable to Supplier performance (including early/unscheduled delivery of parts that are returned to Supplier, non-conforming parts returns, damage of parts due to Supplier incorrectly loading a vehicle, etc.). The Parties shall engage in the Negotiation Mechanism in the event the Parties cannot agree on cost recovery.

13.5 In the case of Material/Process Non-Conforming, Cummins may require Supplier at specific Cummins Locations to take immediate action to re-issue replacement Product(s) from the local SMI or Consignment Warehouse within a pre-determined timeline.

14. EXCLUSIVITY AND SERVICE PRODUCTS

14.1 The Parties shall comply with the exclusivity terms of Schedule H (Preferred Supplier Terms, Exclusivity, and Limitation of Liability).

14.2 Except as otherwise permitted pursuant to the Intellectual Property License Agreement, Supplier shall not manufacture, sell, market, consign or deliver, directly or indirectly, any products that: (i) infringe the Intellectual Property of Cummins; or (ii) use any Intellectual Property supplied by Cummins to Supplier not related to any Current Products or New Products, except to Cummins or to a Cummins’ designee.

14.3 Cummins drawings, parts and engine catalogs are protected by copyright. Supplier shall not, in any case, make available to anyone, including their own aftermarket organizations, if applicable: Cummins hardcopy or electronic drawings, Cummins hard copy or electronic catalogs or Cummins electronic tools.

14.4 Supplier shall set the initial Post-Production Price and may adjust it annually, in a commercially reasonable manner. Supplier shall provide Cummins with the Post-Production Price at least 12 months prior to the Serial Production ending date, provided that Cummins provides Supplier with at least eighteen (18) months prior written notice of Serial Production completion.

14.5 Cummins has the option to make a one-time buy of each Product at the Serial Production Price (“Post-Production Purchase Option”) provided that:

14.5.1 Cummins provides Supplier with at least eighteen (18) months prior written notice of Serial Production completion;

14.5.2 Cummins provides Supplier with at least nine (9) months prior written notice of its intent to exercise the Post-Production Purchase Option, and includes the desired quantity of the one-time buy;

14.5.3 Supplier has the capacity to meet the quantity requested by Cummins in the Post-Production Purchase Option; and

14.5.4 If requested by Supplier, Cummins will take delivery of all Products ordered pursuant to the Post-Production Purchase Option prior to, but not later than, the Serial Production completion date.

15. WARRANTY

The Parties shall comply with the terms of the Warranty Agreement attached hereto as Schedule C.

16. DESIGN RESPONSIBILITIES

16.1 With respect to the creation of the design for the parts, Cummins and Supplier shall cooperate as follows:

16.1.1 Process: Supplier shall collaborate with Cummins to deliver the design of the Product parts consistent with the provided Component Technical Profile and shall provide any feedback regarding changes to the Component Technical Profile to Cummins. Supplier shall ensure that the Product parts comply with System Interface Constraints and the part environment that is to be used during the final assembly. Supplier agrees to only use the materials set forth in the Component Technical Profile. Supplier agrees to purchase Tier 2-N materials or components to assemble into the part(s) from the supplier(s) mentioned in the Component Technical Profile.

16.1.2 License Grant: Supplier grants Cummins the right to use and reproduce all versions/revisions of the Supplier-generated engineering drawings and/or graphics related to the Products, and to disclose such materials to Cummins’ customers, solely for the limited purposes of: (i) marketing Cummins products to Cummins’ customers; and (ii) such Cummins’ customers performing product validation.

16.1.3 Reservation of Rights: Cummins retains ownership of all materials and information it provides to Supplier, including but not limited to the Component Technical Profile, related literature, drawings, 3D models, data, and anything else related to the Component Technical Profile, along with any updates requested by Supplier.

17. PERFORMANCE MANAGEMENT AND CONTINUOUS IMPROVEMENT

17.1 A performance review of Supplier will be held by Cummins at least annually.

17.2 Cummins will conduct an appropriate level of in-plant or virtual visits including representatives from Sales, Quality, Production Control and Engineering. The frequency and types of visits will be agreed upon by the Parties.

17.3 The Parties will proactively participate in joint improvement projects related to performance, including, but not limited to lead time reduction, inventory reduction, delivery performance improvement, response improvement, premium freight reduction, packaging cost reduction, and transportation cost reduction. If requested by Cummins, and if Supplier agrees to in writing, Supplier may participate in Six Sigma training and support Cummins Six Sigma improvement projects. Supplier shall ensure that all of its employees and agents who are engaged in the activities under this Agreement are adequately trained with respect to its obligations under this Agreement and the additional guidelines communicated by Cummins to Supplier.

18. CONFIDENTIALITY AND NON-DISCLOSURE

Both Parties shall abide by the confidentiality and other related obligations set forth in Section 6.5 of the Separation Agreement. The Parties shall implement safeguards to prevent the destruction, loss, or alteration of such Confidential Information (as defined in the Separation Agreement).

19. INTELLECTUAL PROPERTY OWNERSHIP

19.1 Background Intellectual Property. Each Party shall retain all right, title, and interest in and to its Background Intellectual Property. The term “Background Intellectual Property” means the Intellectual Property of either Cummins or Supplier relating to the Products that either: (i) constitutes a Cummins Retained Asset (in case of Cummins) or a Filtration Asset (in case of Supplier), as applicable, or (ii) that each Party acquires or develops after the Effective Date but in a strictly independent manner (without the use of or reference to the Intellectual Property of the other Party) and entirely outside of any work conducted under the Agreement.

19.2 Foreground Intellectual Property.

19.2.1 “Foreground Intellectual Property” or “Foreground IP” means all Intellectual Property invented, authored, conceived, developed, derived, prepared, discovered, reduced to practice, or otherwise created and that arises from the performance of this Agreement during the Term.

19.2.2 Cummins Foreground IP. Cummins shall own all rights, title and interests in all Foreground IP that is created solely by Cummins after the Effective Date, pursuant to this Agreement, and during the Term (“Cummins Foreground IP”).

19.2.3 Supplier Foreground IP. Supplier shall own all rights, title, and interests in all Foreground IP that is created solely by Supplier after the Effective Date, pursuant to this Agreement, and during the Term (“Supplier Foreground IP”).

19.2.4 Joint Foreground IP. If the Parties jointly create Intellectual Property after the Effective Date, pursuant to this Agreement and during the Term (“Joint Foreground IP”), the Parties shall be co-owners of such Joint Foreground IP. Whether a Party was involved in the creation of particular Intellectual Property shall be determined in accordance with the rules for inventorship under U.S. patent law. Each Party shall cause its employees and counsel to cooperate in good faith with the other Party and its counsel in obtaining, protecting, and enforcing Joint Foreground IP. This cooperation will include, as appropriate, good faith negotiation of a separate written agreement documenting the rights and obligations of the Parties regarding the prosecution and enforcement of patent and other rights in the Joint Foreground IP.

19.3 Assignment of Interest in Foreground IP. Each Party (the “Assigning Party”) hereby irrevocably assigns, and shall cause the assignment of, any and all rights, title, and interest in and to the other Party’s Foreground IP, including any moral rights therein, to the other Party (the “Owning Party”) and further acknowledges that any such Foreground IP rights shall inure to the benefit of and be immediately and solely vested in the Owning Party. The Assigning Party shall in good faith aid the Owning Party and perform all actions reasonably requested by the Owning Party at the Owning Party’s expense, including executing any instruments to effectuate the assignment of and ownership in such Foreground IP hereunder and the prosecution, exercising and enforcement of any and all such Foreground IP.

19.4 IP Registration. Each Party shall have the exclusive right to apply for or register any patents, mask work rights, copyrights, and such other proprietary protections, formal or informal, with respect its Intellectual Property, on a world-wide basis, and to incorporate it into any Products at no additional charge in any manner. Each Party shall cooperate, as reasonably requested by the other Party, in order effectuate their respective ownership in and to obtain all available protection for their respective Foreground IP and each Party shall execute such documents, including assignment of rights, patent assignments, render such assistance, including reasonable efforts to obtain the execution of patent applications by the individual inventors of such inventions, and take such other actions as may reasonably be request, at such requesting Party’s expense, to apply for, register, perfect, confirm, and protect such Party’s rights in its respective Foreground IP or any embodiment of such Foreground IP in any Product. Each Party shall be solely responsible for compensation payable to its individual inventors by law, if any, or by contract, if any.

19.5 Trademark Rights. Unless otherwise agreed to in writing by the Parties, Supplier acknowledges and agrees that Cummins owns all rights in and to its Trademarks, and Cummins does not, under this Agreement, grant Supplier any licenses to such Trademarks. Supplier shall not register or create, use, register or market any similar name, tradename, trademark, service mark, graphic, logo, brand, uniform resource locator, trade dress or other designation containing, being a derivative of or otherwise similar to the Cummins’ Trademarks.

19.6 Infringement. Supplier represents and warrants to the best of its knowledge and understanding as of the Effective Date of this Agreement that (except to the extent the Products are manufactured in accordance with Specifications provided by Cummins), the manufacture, assembly, use, sale, and/or distribution of the Products do not and will not infringe the Intellectual Property rights of any third party, worldwide.

19.7 Infringement Notification and Response. During the Term and with regard to the Products, each Party shall immediately notify the other Party of any alleged, actual, or apparent infringement of the other Party’s Intellectual Property, including, without limitation, any Trademark, Product, Patent, or trade dress, of which it becomes aware. The Party owning the Intellectual Property shall have the right, but not the obligation, to take legal action to restrain such infringement and to settle any litigation or threat of litigation relating to such infringement on terms satisfactory to it. If requested, a Party shall aid the other Party at the other Party’s expense in the prosecution or settlement of such litigation.

20. INDEMNIFICATION

20.1 Supplier agrees to indemnify and hold harmless Cummins, its customers, Affiliates, Subsidiaries, and its, its Affiliates’ and its Subsidiaries’ respective officers, directors, agents and employees (collectively, “Cummins Indemnified Parties”) from and against all losses, liabilities, costs, damages or expenses including reasonable attorney’s fees (“Losses”), arising out of, connected with, or resulting from any of the following in Sections 20.1(i) through 20.1(iv), but in each case Supplier’s responsibility for the Losses shall be limited only to the degree that Supplier or any of its Affiliates caused such Losses: (i) any actual or alleged breach by Supplier of this Agreement; (ii) any claim alleging the infringement of any third party’s patent, trademark, copyright or other rights due to its sale or use, alone or in combination, of the Products, including the Products and designs developed by Supplier, except to the extent the alleged infringement is directly attributable to the Products being manufactured solely in accordance with the Specifications; (iii) any Product recalls, except to the extent such recall is caused by changes, additions or modifications to the Products by Cummins, Cummins’ customers, or made at Cummins’ request, and which changes, additions or modifications were not approved by Supplier; or (iv) any death or injury to any person, damage to any property, or any other damage or loss which is claimed to have resulted in whole or in part from the purchase, sale, use or operation of any Product or any alleged defect in such product whether latent or patent, including any failure to manufacture the Products according to the Specifications, or to provide adequate warnings, labeling or instructions specified by Cummins, except to the extent such death, injury, damage, or loss arises from the specifications or any material alteration, modification or improper or unauthorized service and repair of the Product performed by Cummins or its customers. Notwithstanding anything to the contrary above, Supplier will not be liable for or obligated to indemnify and hold harmless the Cummins Indemnified Parties from and against Losses for any claim to the extent arising out of, connected with or resulting from Supplier’s or its subcontractor’s compliance with Cummins’ designs, Specifications and/or instructions, as they relate to infringement of Intellectual Property, and Cummins will defend, indemnify and hold Supplier harmless for any such Losses. Cummins shall also defend, indemnify and hold Supplier harmless for Losses directly resulting from (a) Cummins’ product claims (including without representation any marketing and product use claims), whether written or oral, made by Cummins publicly where such product claims were not provided by or approved, in writing, by Supplier; (b) grossly negligent handling by Cummins of the Products; (c) changes, additions or modifications to the Products by Cummins or made at Cummins’ request; (d) any Product recall resulting from Cummins’ installation of, or changes to, the Product, or resulting from other Cummins’ products or components; or (e) the unauthorized commercialization of a prototype Product.

20.2 Other than with respect to Third Party Claims, which shall be governed by Section 20.3, each indemnified Party, on behalf of itself and in case of Cummins, the other Cummins Indemnified Parties (each, an “Indemnitee”), shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement, the Party which is or may be required pursuant to this Section 20 to provide such indemnification (the “Indemnifying Party”), within forty-five (45) days of such determination, stating in such written notice the applicable indemnification claim in reasonable detail; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. If such Indemnifying Party rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Section 35.

20.3 If a claim or demand is made against an Indemnitee by any Person who is not a Party or a member of a Party’s Group (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Indemnifying Party in writing (which notice obligation may be satisfied by providing copies of all notices and documents received by the Indemnitee relating to the Third Party Claim), and in reasonable detail, of the Third Party Claim promptly (and in any event within the earlier of (x) forty-five (45) days or (y) two (2) Business Days prior to the final date of the applicable response period under such Third Party Claim) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure.

20.4 An Indemnifying Party shall be entitled, if it so chooses, to assume the defense of a Third Party Claim, and if it does not assume the defense of such Third Party Claim, to participate in the defense of any Third Party Claim in accordance with the terms of this Section 20.4 at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable to the Indemnitee, within thirty (30) days of the receipt of an indemnification notice from such Indemnitee; provided, however, that the Indemnifying Party shall not be entitled to assume control of the defense against a Third Party Claim to the extent such Third Party Claim (i) is an Action by a Governmental Entity; (ii) involves an allegation of a criminal violation or quasi criminal proceeding, action, indictment, allegation or investigation, (iii) seeks injunctive relief, specific performance or any other equitable or non-monetary relief against Indemnitee, or (iv) the Indemnitee reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to or materially injure the Indemnitee’s reputation or future business prospects. Notwithstanding the foregoing, the Parties acknowledge and agree that Cummins shall have the sole and exclusive right to defend or assume any Third Party Claim involving Cummins’ customers.

20.5 In connection with the Indemnifying Party’s assumed defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnitee(s), or in the event that any Third Party Claim seeks equitable relief which would restrict or limit the future conduct of the Indemnitee’s business or operations, such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter; provided, further, that, if the Indemnifying Party has assumed the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions to such defense or to its liability therefor, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party.

20.6 The Indemnifying Party shall have the right to compromise or settle a Third Party Claim the defense of which it shall have assumed pursuant to this Section 20 and any such settlement or compromise made or caused to be made of a Third Party Claim shall be binding on the Indemnitee, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any such Third Party Claim without the written consent of the Indemnitee unless such settlement (i) completely and unconditionally releases the Indemnitee in connection with such matter, (ii) provides relief consisting solely of money damages borne by the Indemnifying Party, and (iii) does not involve any admission by the Indemnitee of any wrongdoing or violation of Law.

20.7 If an Indemnifying Party fails for any reason to assume responsibility for defending a Third Party Claim within thirty (30) days after receipt of the written notice in accordance with Section 20.4, such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. If an Indemnifying Party has failed to assume the defense of the Third Party Claim within the time period specified in Section 20.4, it shall not be a defense to any obligation to pay any amount in respect of such Third Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability. In any event, the Indemnifying Party and the Indemnitee shall reasonably cooperate in the defense of any Third Party Claim and the records of each shall be reasonably available to the other with respect to such defense to the extent permitted by Applicable Law.

20.8 Supplier shall be solely responsible for, and its indemnification obligation under this Section 20 shall extend to, all acts and omissions of any of its Affiliates, successors, and permitted assigns, and its, or their, respective officers, directors, employees, agents, or contractors in the performance of its obligations under this Agreement. This Section 20 shall survive the expiration or termination of this Agreement.

21. TERMINATION

21.1 The Parties may terminate this Agreement, in whole or in part, by mutual written consent.

21.2 Each Party may terminate this Agreement, in whole or in part, by providing written notice to the other Party: (i) if the other Party commits fraud or gross negligence in connection with this Agreement, including, without limitation, performance of its obligations hereunder; or (ii) if the other Party becomes insolvent, goes into liquidation, files a petition for bankruptcy or commences or has proceedings commenced against it relating to bankruptcy or receivership, in any case whether voluntary or involuntary.

21.3 Cummins may terminate this Agreement, in whole or in part, for Supplier’s breach of the version of the Cummins Supplier Code of Business Conduct as published at https://public.cummins.com/sites/CSP/SitePages/Supplier%20Code%20of%20Conduct.aspx as of the Effective Date (“SCoC”) by providing written notice to Supplier.

21.4 Cummins may terminate the first sentence of Section 14.1 with respect to a specific Product if a claim arising from such Product’s quality or performance (the “Product Claim”) directly or indirectly results in Cummins and the Cummins Indemnified Parties suffering indemnifiable Losses pursuant to Section 20.1 in excess of the Liability Limit set forth in Schedule H (Preferred Supplier Terms, Exclusivity, and Limitation of Liability) as calculated for each Product Claim. For purposes of calculating whether an applicable Liability Limit has been reached to trigger Cummins termination right pursuant to this Section 21.4, Losses shall consist of cumulative and aggregate Losses incurred on a rolling basis during the immediate twenty-four (24) months preceding the date a Product Claim arises, including any portion of such period occurring prior to the Effective Date, and shall include Losses arising from all of the following: (i) the Product Claim; (ii) all claims under this Agreement; (iii) all claims related to all Product sales; and (iv) all claims related to any activity, conduct, or omission related to all such Product sales (the “Exclusivity Liability Limit”). Notwithstanding anything herein to the contrary, nothing in this Section 21.4 shall in any way impact or modify the indemnification provisions under the Separation Agreement or limit the rights and remedies of Cummins and the Cummins Indemnified Parties under the Separation Agreement.

21.5 Supplier may terminate this Agreement or suspend performance if Cummins fails to pay undisputed amounts when due, and fails to cure the non-payment within ninety (90) days after receipt of written notice from Supplier.

21.6 Cummins may terminate this Agreement, in whole or in part, if there is a Filtration Change of Control by providing written notice to Supplier.

21.7 The Parties agree that any termination, cancellation, or expiration of this Agreement (collectively, the “Conclusion” of the Agreement) shall not relieve either Party of any obligations and liabilities accrued prior to such Conclusion.

21.7.1 Cummins shall pay Supplier for the unamortized value of Supplier Tooling, equipment and other investment costs, upon receipt of an invoice from Supplier, if Cummins: (i) terminates or cancels the Agreement within the Current Product Initial Term or New Product Term; or (ii) terminates, cancels or resources any Product or program prior to end date specified in the award of business.

21.7.2 Cummins shall pay Supplier for all finished Products, work-in-process and raw materials and component parts ordered or purchased by Supplier in the amount necessary to fulfill orders in the Lead Time, upon receipt of an invoice from Supplier, upon the Conclusion of the Agreement or upon Conclusion or resourcing of any Product or program.

21.8 No termination of this Agreement, shall relieve either Party of any obligations and liabilities accrued prior to the termination. Notwithstanding any termination of the Agreement, the Parties agree that after termination:

21.8.1 Except where termination is due to fraud or gross negligence by Cummins or breach of the Supplier Code, Supplier shall sell and supply ‘print compliant’ Products to Cummins, at Cummins’ election and request, at the established prices and terms contained within this Agreement for an additional period of up to eighteen (18) months. Cummins will provide Supplier with thirty (30) days advance written notice to terminate this required duration of continuation of supply.

21.8.2 Supplier shall honor the warranties of all Products sold and supplied to Cummins prior to termination in accordance with this Agreement and as specifically detailed in Schedule C (Warranty Agreement).

21.8.3 Supplier shall return to Cummins all Confidential Information, prints and Specifications.

22. LIMITATION OF LIABILITY

The Parties agree to the limitation of liability terms set forth in Schedule H (Preferred Supplier Terms, Exclusivity, and Limitation of Liability).

23. FORCE MAJEURE

23.1 Neither Party shall be liable to the other for failure to perform its obligation under this Agreement when performance is prevented by an occurrence beyond its reasonable control (including, without limitation, flood, drought, fire, war, riot, acts of God, changes in Applicable Law or epidemics, pandemics and quarantines, natural catastrophes, strikes, lockouts, and embargoes (each, a “Force Majeure Event”)). The impacted Party shall notify the other Party within a commercially prompt time of the Force Majeure Event, stating the period of time the occurrence is expected to continue. The impacted Party shall use diligent efforts to minimize the effects of such Force Majeure Event. The impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the conclusion of the Force Majeure Event. If the Force Majeure Event impacts Suppliers obligations under this Agreement, Supplier shall submit to Cummins a recovery plan or steps it shall take to ensure it can continue to perform under the Agreement within ten (10) days if it has knowledge or reasonably expects such Force Majeure Event will last longer than thirty (30) days. If such recovery plan is not acceptable to Cummins, the Parties shall engage in the Negotiation Mechanism to determine cost recovery or other mitigating strategies.

23.2 A Force Majeure Event shall not excuse a Party from delay or failure to perform its obligations under this Agreement: (i) simply because performance has become more expensive or difficult; (ii) where the failure to perform is due to the non-performing Party’s fault, negligence, or lack of diligence; or (iii) where the Party asserting Force Majeure fails to provide notice as required herein.

24. INSURANCE AND DIVERSE SOURCING

24.1 Supplier shall comply with the Cummins’ Minimum Insurance Requirements (MIR) coverage and notification requirements, attached and incorporated herein as Schedule D.

24.2 Supplier shall comply with Schedule E (Cummins Diverse Spend Requirement).

24.2.1 Supplier agrees to maintain a plan for Diverse Supplier sourcing that complies with Cummins Global Diversity Procurement (“GDP”) Initiative and submit such plan upon reasonable advance notice. Supplier’s plan shall detail how Supplier will meet the Diverse Supplier sourcing requirements. (Details regarding the Cummins Global Diversity Procurement objectives are available on the GDP website: http://diversityprocurement.cummins.com). Moreover, Supplier acknowledges that meeting the diverse supplier objectives will be a consideration for award of new goods and services.

24.2.2 In support of this requirement, Supplier agrees to track and report such purchases monthly in Cummins reporting system, including the reporting of certification in good standing of Diverse Suppliers. In the event that Supplier fails to meet the diverse sourcing objectives, Supplier agrees to take such actions necessary including participation in development plans, as deemed appropriate by the Parties.

24.2.3 Supplier shall comply with the regional requirements for diverse sourcing.

24.2.4 Supplier acknowledges that Cummins expects all of its suppliers to actively pursue sourcing of materials and services from Diverse Suppliers.

24.3 Supplier shall comply with the then-current SCoC.

24.4 Supplier will ensure that it meets Customs Trade Partnership against Terrorism (“C-TPAT”) standards in terms of the goods it supplies to Cummins and comply with any and all requests for information to support Cummins’ continued participation in the C-TPAT program.

25. COMPLIANCE WITH APPLICABLE LAWS

25.1 Supplier covenants and agrees that the Products shall be designed, manufactured, packaged, and delivered in accordance with, and otherwise comply with, Good Industry Practice and Applicable Laws (including Applicable Laws in the country of origin and the country of ultimate destination of the Products and any other Applicable Laws to which Supplier or the Product are subject).

25.2 Supplier covenants and agrees that all activities performed, directly or indirectly, by or on behalf of Supplier pursuant to this Agreement, or in furtherance of its objectives, shall be carried out in form and substance in accordance with all Applicable Laws (including environmental and health and safety laws) and Good Industry Practice.

25.3 Supplier covenants and agrees that it will maintain all premises, plant, machinery, and equipment, and procure all materials, used for or in connection with the performance of its obligations under this Agreement in accordance with Good Industry Practice and Applicable Laws.

25.4 Supplier covenants and agrees that it shall not do, or permit to be done, anything in connection with this Agreement or the Products, that may result in a breach of Applicable Laws by Cummins or its Affiliates.

26. INTEGRITY OF SUPPLY CHAIN

Supplier shall comply with its obligations set out in Schedule F (Integrity of Supply Chain). Supplier covenants and agrees to comply with all Applicable Laws relating to sanctions and exports, including all administrative acts and executive orders of the U.S. government pursuant to such laws and regulations, including, but not limited to, the U.S. Export Administration Regulations and sanctions administered by the US. Department of the Treasury. Supplier will not resell, transfer, or sell the Products in violation of Sanctions and Trade Control Laws. Supplier represents and warrants that at all times in the performance of its obligations under this Agreement, it will not take any action that causes Cummins or any of its Affiliates to violate or otherwise become exposed to penalties under any Sanctions and Trade Controls.

27. RECORDS AND AUDITS

27.1 Supplier agrees and undertakes that, in connection with this Agreement and in connection with any other business transactions involving Cummins, Supplier shall: (i) maintain books and records that accurately and in reasonable detail demonstrate its compliance with this Agreement; (ii) upon Cummins provision of reasonable notice, allow Cummins the right during the Term of this Agreement and for a period of six (6) years following the expiration or termination of this Agreement or as required under Applicable Laws to audit Supplier to monitor Supplier’s compliance with this Agreement, including by reviewing books and records, conducting site visits, or interviewing personnel during Supplier’s normal business hours; and (iii) take commercially reasonable steps may be needed to ensure that any Person providing Products (or part thereof) on behalf of Cummins under this Agreement cooperate fully in the event that Cummins decides to audit Supplier’s compliance with this Agreement including by agreeing to be interviewed by Cummins or its designated legal or other professional advisors, except to the extent such person(s) have a right to decline such interview(s) under Applicable Laws. All costs and expenses incurred by Cummins in connection with its exercise of audit rights shall be the sole responsibility of Cummins. For certainty, (a) Cummins acknowledges and agrees that any right to review and audit Supplier under this Agreement is limited by and subject to Applicable Laws, and (b) Cummins acknowledges and agrees that Supplier shall have no obligation to disclose any confidential or commercially sensitive data, pricing, costing, proprietary, or other similar information or data to Cummins unless required by Applicable Laws to disclose such information to Cummins.

27.2 In the event that Cummins has a good faith belief that Supplier may not be in compliance with the requirements set out in this Agreement, Cummins shall advise Supplier in writing of its good faith belief, and Supplier shall cooperate in good faith with any and all inquiries undertaken by Cummins, including by making available Supplier personnel and supporting documents.

28. TENDER INFORMATION

28.1 If requested by Cummins at any time during the Term, Supplier shall provide commercially reasonable assistance to Cummins to enable Cummins (and/or its Affiliate) to bid for a customer contract.

29. ASSIGNMENT

This Agreement shall inure to the benefit of and be binding upon each of the Parties and its successors. The Parties shall not assign this Agreement without the written consent of the non-assigning Party; provided that (i) Supplier may not unreasonably withhold consent for Cummins to assign the Agreement to any other Cummins Group member, and (ii) Cummins may assign or otherwise transfer, in whole or part, its rights and/or obligations under this Agreement without Supplier’s prior written consent in the event of a merger, acquisition, divestiture or other Change of Control involving Cummins. For the avoidance of doubt, an assignment of this Agreement includes any merger, acquisition, divestiture or other Change of Control involving a Party. In the event Cummins authorizes the assignment of this Agreement by Supplier to a third party, the third party must agree to accept the terms of this Agreement without exception or alternation.

30. REMEDIES AND NON-WAIVER

30.1 The remedies of the Parties are cumulative and in addition to all remedies set forth herein or available at law or in equity.

30.2 The delay or forbearance in exercising any remedy available to it by either Party shall not constitute an election or waiver of any remedy. Any failure by any Party to enforce at any time any term or condition under this Agreement shall not be construed as a waiver of the Parties right thereafter to enforce each and every term of this Agreement.

31. SURVIVAL

All provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination, cancellation or expiration of this Agreement, including without limitation, Sections 18 (Confidentiality and Non-Disclosure), 20 (Indemnification), 35 (Governing Law and Dispute Resolution), or effect of termination under Section 21 (Termination).

32. ENTIRE AGREEMENT

32.1 This Agreement and all Schedules specifically referenced herein, constitute the entire agreement between the Parties with respect to the matters contain herein and supersedes all prior oral or written representations or agreements.

32.2 If any provision of this Agreement becomes or is deemed invalid or unenforceable under any statute, regulation, ordinance, executive order, or other rule of law, such article, provision, or term shall be deemed reformed or deleted, but only to the extent necessary to comply with any statute, regulation, ordinance, executive order, or other rule of law, and all other articles, provisions, and terms of this Agreement shall remain in full force and effect.

32.3 Any and all changes to this Agreement shall be void and unenforceable unless and until such changes are reduced to written agreement signed by both Parties. Supplier acknowledges and agrees that Cummins Locations do not have authority to alter the terms of this Agreement.

33. INTERPRETATION

33.1 If there is a conflict between or among the terms of this Agreement, the Schedules specifically referenced herein, the Supplier Handbook and Cummins Standards & Processes, and Cummins Purchase Orders and releases, the following order of precedence shall apply: this Agreement, the Schedules specifically referenced in this Agreement, the Purchase Order and releases, and then the Supplier Handbook and Cummins Standards & Processes.

33.2 For purposes of this Agreement: (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to the compete Agreement as a whole. Unless the context otherwise requires, references herein to Sections mean the Sections of this Agreement. Headings of Sections are inserted for convenience of reference only and shall not be deemed a part of or to affect the meaning or interpretation of this Agreement.

33.3 This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.

33.4 Any references in this Agreement to Cummins Standards & Processes, the Supplier Handbook, or any other published Cummins documents, directives or processes, shall be construed as a reference to the editions or versions which exist as of the Effective Date, and not any future editions or versions. For clarity, Supplier is not responsible for adhering to any future editions or versions of Cummins Standards & Processes or the Supplier Handbook.

34. NOTICES

34.1 All notices related to this Agreement which are permitted hereunder shall be in writing and deemed to have been duly given if delivered personally or sent by facsimile transmission or electronic mail (with confirmation received) or overnight express mail or by registered mail or certified mail, postage prepaid.

34.2 All notices shall be sent to the following addresses (or to such other address as the Parties may designate from time to time in writing).

35. GOVERNING LAW, DISPUTE RESOLUTION, SEPARATION AGREEMENT, COUNTERPARTS

35.1 This Agreement shall be construed and governed in accordance with the laws of the State of Delaware, excluding its choice of law statutes. Jurisdiction and venue for any suit between the Parties hereto arising out of or connected with this Agreement, or the Products or services furnished hereunder, shall be in the State of Delaware. The United Nations Convention on the International Sale of Goods does not apply to this Agreement. The Parties agree that Article VIII (Dispute Resolution) of the Separation Agreement shall be incorporated into this Agreement by reference (with appropriate and necessary adjustments being made to the effect that references to “this Agreement” therein shall be deemed to refer to this Agreement). Any terms from the Separation Agreement which are incorporated in this Agreement shall be effective and continue as a binding obligation herein, including without limitation Article VIII (Dispute Resolution), regardless of whether the Separation Agreement, or those specific provisions in the Separation Agreement, terminate or expire.

35.2 This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

[Signature Page Follows]

WITNESS, the execution hereof by duly authorized representatives of each Party:

[Filtration First-Fit Supply Agreement]

Exhibit 10.6

Execution Version

FILTRATION AFTERMARKET SUPPLY AGREEMENT

by and between

CUMMINS INC.

and

ATMUS FILTRATION TECHNOLOGIES INC.,

dated as of May 29, 2023

TABLE OF CONTENTS

Schedule A-1 – Commercial Term Sheet

Schedule A-2 – Pricing Adjustments and Payment Terms

Schedule B-1– Delivery Performance Requirements, Non-Conforming Deliveries, and Shortages

Schedule B-2 – Relationship, Most Favored Nation, Limitation of Liability

Schedule C – Warranty Agreement

Schedule D – Minimum Insurance Requirements

Schedule E – Cummins Diverse Spend Requirement

Schedule F – Integrity of Supply Chain

FILTRATION AFTERMARKET SUPPLY AGREEMENT

This FILTRATION AFTERMARKET SUPPLY AGREEMENT, dated as of May 29, 2023 (this “Agreement”), is entered into by and between Cummins Inc., an Indiana corporation (“Cummins”), and Atmus Filtration Technologies Inc., a Delaware corporation (“Supplier”). Each of Cummins and Supplier are referred to herein from time to time each as, a “Party” and collectively, the “Parties”.

RECITALS

WHEREAS, Cummins, acting through its direct and indirect Subsidiaries, currently conducts the Cummins Retained Business and the Filtration Business;

WHEREAS, the board of directors of Cummins has determined that it is appropriate, desirable and in the best interests of Cummins and its shareholders to separate the Cummins Retained Business and the Filtration Business between Cummins and Supplier and consummate an initial public offering of certain capital stock of Supplier (the separation and offering, collectively, the “Transactions”), all pursuant to a Separation Agreement, dated as of May 29, 2023 (the “Separation Agreement”), entered into by and between Cummins and Supplier, in accordance with which, among other things, (a) the Cummins Retained Business is to be owned and conducted, directly or indirectly, by Cummins and its Subsidiaries on or after the Effective Date, and (b) the Filtration Business is to be owned and conducted, directly or indirectly, by Supplier and its Subsidiaries, on or after the Effective Date;

WHEREAS, Supplier has been incorporated as a wholly owned Subsidiary of Cummins, has not engaged in activities except in preparation for or in connection with the Transactions and as of the consummation of the Transactions, will no longer be a wholly owned Subsidiary of Cummins; and

WHEREAS, in furtherance of the Transactions, pursuant to, and subject to the terms and conditions of, the Separation Agreement, (a) Cummins will, among other things, contribute certain products and programs of the Filtration Business to Supplier, and (b) each of Cummins and Supplier concurrently desires to enter into this Agreement pursuant to which Supplier will sell certain Filtration Business aftermarket products to Cummins on the terms and conditions contained herein.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained herein, effective as of the Effective Date, the Parties intending to be legally bound hereby agree as follows:

1. PURPOSE

1.1 This Agreement sets forth the terms and conditions pursuant to which Cummins will purchase, and Supplier will sell to Cummins, aftermarket products set forth in the Manufacturer’s Suggested Retail Price catalogue (“MSRP”) maintained by Supplier (“Products”). The MSRP may be amended, at any time, by Supplier, in its sole discretion. All documents and Schedules referenced in or attached to this Agreement are hereby incorporated herein and are made a part of this Agreement. Any additional or conflicting terms or provisions provided by Supplier or Cummins relating to such purchase or sale of the Products by Cummins shall not apply and are hereby rejected by Cummins and Supplier. Cummins shall only purchase Products for aftermarket purposes, and for no other use or purpose.

1.2 This Agreement does not authorize delivery of Products or constitute an obligation or agreement to purchase a minimum or specific quantity of Products.

2. DEFINITIONS

Capitalized terms used in this Agreement, but which are not otherwise defined in this Agreement, shall have the meaning given to them in the Separation Agreement. The following definitions shall apply throughout this Agreement:

2.1 “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person (and, in the case of Cummins, its joint ventures, partnerships and limited partnerships). It is expressly agreed that, from and after the Effective Date, solely for purposes of this Agreement, (i) no member of the Filtration Group shall be deemed an “Affiliate” of any member of the Cummins Group and (ii) no member of the Cummins Group shall be deemed an “Affiliate” of any member of the Filtration Group.

2.2 “Agreement” shall have the meaning set forth in the preamble hereto.

2.3 “Anti-Corruption Laws” shall mean any applicable foreign or domestic anti-bribery and anti-corruption laws and regulations, including the Bribery Act 2010, the US Foreign Corrupt Practices Act 1977 and any laws intended to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

2.4 “Applicable Laws” shall mean all applicable provisions of any and all statutes, laws, statutory instruments, rules, regulations, administrative codes, ordinances, decrees, orders, decisions, injunctions, awards, judgments, permits and licenses of or from any federal, national, state, provincial or local governmental or non-governmental authority, agency, undertaking or body which has any jurisdiction in respect of or relevance to the applicable Party (or its Affiliates) and its business and/or the relevant provisions of this Agreement.

2.5 “Associated Persons” shall mean in respect of each Party, any officer, director, employee, consultant, agent, direct or indirect beneficial owner or shareholder, or any other person acting on behalf of such Party.

2.6 “Conflict Minerals” shall mean Cobalt, Tin, Tantalum, Tungsten and Gold and any other minerals added to the definition of Conflict Minerals under the United States Dodd-Frank Wall Street Reform and Consumer Protection Act or the EU Regulation on Conflict Minerals (2017/821) (in either case, as amended or superseded).

2.7 “Cummins” shall have the meaning set forth in the preamble hereto.

2.8 “Cummins Location” shall mean the location where the Products are to be delivered and can refer to any Cummins division, facility or warehouse or other location as specified by Cummins.

2.9 “Delivery Date” shall mean the delivery date for Products ordered hereunder set forth on a Purchase Order, as may be updated by Supplier pursuant to Section 3.1 herein.

2.10 “Dispute Notice” shall mean a notice issued by one Party to the other Party in accordance with the terms of Section 32 (Notices) of this Agreement, which affirmatively requests the beginning of a dispute subject to the terms of Article VIII (Dispute Resolution) of the Separation Agreement.

2.11 “Diverse Suppliers” shall mean: (i) Disabled-Owned businesses; (ii) Small businesses located in HUBZone; (iii) Lesbian, Gay, Bisexual, Transgender or Queer (LBGT)-Owned businesses; (iv) Minority-Owned businesses; (v) Small Disadvantaged businesses; (vi) Service-Disabled Veteran-Owned businesses; (vii) Veteran-Owned businesses; (viii) Women-Owned Enterprise; and (ix) Women-Owned Small Business.