Common use of Basket Two Benefits Clause in Contracts

Basket Two Benefits. Except as otherwise provided in this Section 6.02(c) all Tax Benefit Payments in respect of Basket Two Amounts shall be paid by Marathon directly to New Ashland Inc. and shall not be placed in Escrow. Notwithstanding the foregoing, Tax Benefit Payments in respect of Basket Two Amounts shall be placed in Escrow in the following circumstances: (i) If the Escrow is not Fully Funded at the time that such a Tax Benefit Payment for a taxable year is required to be made, then the amount of such Tax Benefit Payment necessary to cause the Escrow to be Fully Funded shall be placed in Escrow. (A) The Escrow shall be considered to be Fully Funded at the time a Tax Benefit Payment for a taxable year is required to be made if the amount in the Escrow at such time is equal to the excess (if any) of (I) the total amount of Tax Benefit Payments other than Basket One Amounts paid or payable for such taxable year and the four preceding taxable years over (II) the Escrow Threshold at such time. (B) If New Ashland Inc. has a credit rating provided by Moody's or Standard & Poor (or successors thereto) at thx xxxxxant time, the Escrow Threshold at any time shall equal: a. If the credit rating of New Ashland Inc. is either a BB+ or Ba1 or higher, unlimited. b. If the credit rating of New Ashland Inc. is either a BB or Ba2, $50 million (for the calendar years 2005 through 2009); $55 million (for the calendar years 2010 through 2014); or $60 million (for calendar years after 2014). c. If the credit rating of New Ashland Inc. is either a BB- or Ba3, $25 million. d. If the credit rating of New Ashland Inc. is (A) below BB- or Ba3, or (B) New Ashland Inc. undergoes a Bankruptcy Event, $0; provided, however, that this subparagraph (B) will not apply after the date that any judgment, order, proceeding or petition that constitutes a Bankruptcy Event has been dismissed or discharged. (C) If, at the time any Tax Benefit Payment for a taxable year is required to be made, New Ashland Inc. does not have a credit rating provided by Moody's or Standard & Poor (or successors thereto), New Xxxxxxx Inc. will obtain, at its own cost, from Moody's or Standard & Poor, or both, a pro forma credit xxxxxx and provide such rating to Marathon prior to the time of such Tax Benefit Payment. Such rating will be updated at least annually. (ii) In the circumstances described in Section 6.02(d) below.

Basket Two Benefits. Except as otherwise provided in this Section 6.02(c) all Tax Benefit Payments in respect of Basket Two Amounts shall be paid by Marathon directly to New Ashland Inc. and shall not be placed in Escrow. Notwithstanding the foregoing, Tax Benefit Payments in respect of Basket Two Amounts shall be placed in Escrow in the following circumstances: (i) If the Escrow is not Fully Funded at the time that such a Tax Benefit Payment for a taxable year is required to be made, then the amount of such Tax Benefit Payment necessary to cause the Escrow to be Fully Funded shall be placed in Escrow. (A) The Escrow shall be considered to be Fully Funded at the time a Tax Benefit Payment for a taxable year is required to be made if the amount in the Escrow at such time is equal to the excess (if any) of (I) the total amount of Tax Benefit Payments other than Basket One Amounts paid or payable for such taxable year and the four preceding taxable years over (II) the Escrow Threshold at such time. (B) If New Ashland Inc. has a credit rating provided by Moody's or Standard & Poor (or successors thereto) at thx xxxxxant the xxxxxxnt time, the Escrow Threshold at any time shall equal: a. If the credit rating of New Ashland Inc. is either a BB+ or Ba1 or higher, unlimited. b. If the credit rating of New Ashland Inc. is either a BB or Ba2, $50 million (for the calendar years 2005 through 2009); $55 million (for the calendar years 2010 through 2014); or $60 million (for calendar years after 2014). c. If the credit rating of New Ashland Inc. is either a BB- or Ba3, $25 million. d. If the credit rating of New Ashland Inc. is (A) below BB- or Ba3, or (B) New Ashland Inc. undergoes a Bankruptcy Event, $0; provided, however, that this subparagraph (B) will not apply after the date that any judgment, order, proceeding or petition that constitutes a Bankruptcy Event has been dismissed or discharged. (C) If, at the time any Tax Benefit Payment for a taxable year is required to be made, New Ashland Inc. does not have a credit rating provided by Moody's or Standard & Poor (or successors thereto), New Xxxxxxx Axxxxxx Inc. will obtain, at its own cost, from Moody's or Standard & Poor, or both, a pro forma credit xxxxxx and rxxxxx xnd provide such rating to Marathon prior to the time of such Tax Benefit Payment. Such rating will be updated at least annually. (ii) In the circumstances described in Section 6.02(d) below.

Basket Two Benefits. Except as otherwise provided in this Section 6.02(c) all Tax Benefit Payments in respect of Basket Two Amounts shall be paid by Marathon directly to New Ashland Inc. and shall not be placed in Escrow. Notwithstanding the foregoing, Tax Benefit Payments in respect of Basket Two Amounts shall be placed in Escrow in the following circumstances: (i) If the Escrow is not Fully Funded at the time that such a Tax Benefit Payment for a taxable year is required to be made, then the amount of such Tax Benefit Payment necessary to cause the Escrow to be Fully Funded shall be placed in Escrow. (A) The Escrow shall be considered to be Fully Funded at the time a Tax Benefit Payment for a taxable year is required to be made if the amount in the Escrow at such time is equal to the excess (if any) of (I) the total amount of Tax Benefit Payments other than Basket One Amounts paid or payable for such taxable year and the four preceding taxable years over (II) the Escrow Threshold at such time. (B) If New Ashland Inc. has a credit rating provided by Moody's or Standard & Poor (or successors thereto) at thx xxxxxant the relevant time, the Escrow Threshold at any time shall equal: a. If the credit rating of New Ashland Inc. is either a BB+ or Ba1 or higher, unlimited. b. If the credit rating of New Ashland Inc. is either a BB or Ba2, $50 million (for the calendar years 2005 through 2009); $55 million (for the calendar years 2010 through 2014); or $60 million (for calendar years after 2014). c. If the credit rating of New Ashland Inc. is either a BB- or Ba3, $25 million. d. If the credit rating of New Ashland Inc. is (A) below BB- or Ba3, or (B) New Ashland Inc. undergoes a Bankruptcy Event, $0; provided, however, that this subparagraph (B) will not apply after the date that any judgment, order, proceeding or petition that constitutes a Bankruptcy Event has been dismissed or discharged. (C) If, at the time any Tax Benefit Payment for a taxable year is required to be made, New Ashland Inc. does not have a credit rating provided by Moody's or Standard & Poor (or successors theretotxxxxxx), New Xxxxxxx Ashland Inc. will obtain, at its own cost, from Moody's or Standard & Poor, or both, a pro forma credit xxxxxx fxxxx xredit rating and provide such rating to Marathon prior to the time of such Tax Benefit Payment. Such rating will be updated at least annually. (ii) In the circumstances described in Section 6.02(d) below.

Basket Two Benefits. Except as otherwise provided in this Section 6.02(c) all Tax Benefit Payments in respect of Basket Two Amounts shall be paid by Marathon directly to New Ashland Inc. and shall not be placed in Escrow. Notwithstanding the foregoing, Tax Benefit Payments in respect of Basket Two Amounts shall be placed in Escrow in the following circumstances: (i) If the Escrow is not Fully Funded at the time that such a Tax Benefit Payment for a taxable year is required to be made, then the amount of such Tax Benefit Payment necessary to cause the Escrow to be Fully Funded shall be placed in Escrow. (A) The Escrow shall be considered to be Fully Funded at the time a Tax Benefit Payment for a taxable year is required to be made if the amount in the Escrow at such time is equal to the excess (if any) of (I) the total amount of Tax Benefit Payments other than Basket One Amounts paid or payable for such taxable year and the four preceding taxable years over (II) the Escrow Threshold at such time. (B) If New Ashland Inc. has a credit rating provided by Moody's Mxxxx’x or Standard & Poor (or successors thereto) at thx xxxxxant the relevant time, the Escrow Threshold at any time shall equal: a. If the credit rating of New Ashland Inc. is either a BB+ or Ba1 or higher, unlimited. b. If the credit rating of New Ashland Inc. is either a BB or Ba2, $50 million (for the calendar years 2005 through 2009); $55 million (for the calendar years 2010 through 2014); or $60 million (for calendar years after 2014). c. If the credit rating of New Ashland Inc. is either a BB- or Ba3, $25 million. d. If the credit rating of New Ashland Inc. is (A) below BB- or Ba3, or (B) New Ashland Inc. undergoes a Bankruptcy Event, $0; provided, however, that this subparagraph (B) will not apply after the date that any judgment, order, proceeding or petition that constitutes a Bankruptcy Event has been dismissed or discharged. (C) If, at the time any Tax Benefit Payment for a taxable year is required to be made, New Ashland Inc. does not have a credit rating provided by Moody's Mxxxx’x or Standard & Poor (or successors thereto), New Xxxxxxx Ashland Inc. will obtain, at its own cost, from Moody's Mxxxx’x or Standard & Poor, or both, a pro forma credit xxxxxx rating and provide such rating to Marathon prior to the time of such Tax Benefit Payment. Such rating will be updated at least annually. (ii) In the circumstances described in Section 6.02(d) below.

Basket Two Benefits. Except as otherwise provided in this Section 6.02(c) all Tax Benefit Payments in respect of Basket Two Amounts shall be paid by Marathon directly to New Ashland Inc. and shall not be placed in Escrow. Notwithstanding the foregoing, Tax Benefit Payments in respect of Basket Two Amounts shall be placed in Escrow in the following circumstances: (i) If the Escrow is not Fully Funded at the time that such a Tax Benefit Payment for a taxable year is required to be made, then the amount of such Tax Benefit Payment necessary to cause the Escrow to be Fully Funded shall be placed in Escrow. (A) The Escrow shall be considered to be Fully Funded at the time a Tax Benefit Payment for a taxable year is required to be made if the amount in the Escrow at such time is equal to the excess (if any) of (I) the total amount of Tax Benefit Payments other than Basket One Amounts paid or payable for such taxable year and the four preceding taxable years over (II) the Escrow Threshold at such time. (B) If New Ashland Inc. has a credit rating provided by Moody's ’s or Standard & Poor (or successors thereto) at thx xxxxxant the relevant time, the Escrow Threshold at any time shall equal: a. If the credit rating of New Ashland Inc. is either a BB+ or Ba1 or higher, unlimited. b. If the credit rating of New Ashland Inc. is either a BB or Ba2, $50 million (for the calendar years 2005 through 2009); $55 million (for the calendar years 2010 through 2014); or $60 million (for calendar years after 2014). c. If the credit rating of New Ashland Inc. is either a BB- or Ba3, $25 million. d. If the credit rating of New Ashland Inc. is (A) below BB- or Ba3, or (B) New Ashland Inc. undergoes a Bankruptcy Event, $0; provided, however, that this subparagraph (B) will not apply after the date that any judgment, order, proceeding or petition that constitutes a Bankruptcy Event has been dismissed or discharged. (C) If, at the time any Tax Benefit Payment for a taxable year is required to be made, New Ashland Inc. does not have a credit rating provided by Moody's ’s or Standard & Poor (or successors thereto), New Xxxxxxx Ashland Inc. will obtain, at its own cost, from Moody's ’s or Standard & Poor, or both, a pro forma credit xxxxxx rating and provide such rating to Marathon prior to the time of such Tax Benefit Payment. Such rating will be updated at least annually. (ii) In the circumstances described in Section 6.02(d) below.