Common use of Suspension of Tax Benefit Payments Following Change Notice Clause in Contracts

Suspension of Tax Benefit Payments Following Change Notice. (a) If Lazard, its Subsidiaries or Lazard Group receives a 30-day letter, a final audit report, a statutory notice of deficiency or similar written notice from any Taxing Authority with respect to the Tax treatment of the Redemption or any Taxable Exchange (a “Change Notice”), which, if sustained, would result in (i) a reduction in the amount of Realized Tax Benefit (or the increase in the amount of Realized Tax Detriment) with respect to a Covered Taxable Year preceding the taxable year in which the Change Notice is received or (ii) a reduction in the amount of Tax Benefit Payments the Ltd Exchanging Subsidiaries will be required to pay to LFCM with respect to Covered Taxable Years after and including the taxable year in which the Change Notice is received (collectively, the “Potential Reduction”), prompt written notice shall be given to LFCM. (b) From and after the date such Change Notice is received until there is a Final Determination with respect to the adjustments proposed therein, 100% of any Tax Benefit Payments required to be made by the Ltd Exchanging Subsidiaries shall be paid by the Ltd Exchanging Subsidiaries to the Escrow Agent until such time as the amounts paid to the Escrow Agent under Section 3.01(a)(ii) with respect to the Covered Year at issue in the Change Notice and this Section 3.03(b), in the aggregate, equal the amount of the Potential Reduction (or, if earlier, until a Final Determination is received with respect to the Change Notice). (c) If a Final Determination with respect to the Change Notice results in no adjustment to any Tax Benefit Payment, then 80% of the amounts paid to the Escrow Agent pursuant to this Section 3.03 (along with interest earned on such funds) shall be distributed to LFCM in accordance with the Escrow Agreement. If the Final Determination result in an adjustment to any Tax Benefit Payment, then the lesser of (i) the amounts paid to the Escrow Agent pursuant to this Section 3.03 and (ii) the amount of the adjustment to the Tax Benefit Payment, in each case, along with interest earned on such funds, shall be distributed to the Ltd Exchanging Subsidiaries in accordance with the Escrow Agreement.

Suspension of Tax Benefit Payments Following Change Notice. (a) If Lazard, its Subsidiaries or Lazard Group receives a 30-day letter, a final audit report, a statutory notice of deficiency or similar written notice from any Taxing Authority with respect to the Tax treatment of the Redemption or any Taxable Exchange (a “Change Notice”), which, if sustained, would result in (i) a reduction in the amount of Realized Tax Benefit (or the increase in the amount of Realized Tax Detriment) with respect to a Covered Taxable Year preceding the taxable year in which the Change Notice is received or (ii) a reduction in the amount of Tax Benefit Payments the Ltd Exchanging Subsidiaries will be required to pay to LFCM the Trust with respect to Covered Taxable Years after and including the taxable year in which the Change Notice is received (collectively, the “Potential Reduction”), prompt written notice shall be given to LFCMthe Trust. (b) From and after the date such Change Notice is received until there is a Final final Determination with respect to the adjustments proposed therein, 100% of any Tax Benefit Payments required to be made by the Ltd Exchanging Subsidiaries shall be paid by the Ltd Exchanging Subsidiaries to the Escrow Agent until such time as the amounts paid to the Escrow Agent under Section 3.01(a)(ii) with respect to the Covered Taxable Year at issue in the Change Notice and this Section 3.03(b), in the aggregate, equal the amount of the Potential Reduction (or, if earlier, until a Final final Determination is received with respect to the Change Notice). (c) If a Final final Determination with respect to the Change Notice results in no adjustment to any Tax Benefit Payment, then 80% of the amounts paid to the Escrow Agent pursuant to this Section 3.03 (along with interest earned on such funds) shall be distributed to LFCM the Trust in accordance with this Agreement and the Escrow Agreement. If the Final final Determination result results in an adjustment to any Tax Benefit Payment, then the lesser of (i) the amounts paid to the Escrow Agent pursuant to this Section 3.03 and (ii) the amount of the adjustment to the Tax Benefit Payment, in each case, along with interest earned on such funds, shall be distributed to the Ltd Exchanging Subsidiaries in accordance with this Agreement and the Escrow Agreement.

Suspension of Tax Benefit Payments Following Change Notice. (a) a. If Lazard, its Subsidiaries any Airline or Lazard any member of the Orbitz Group receives a 30-day letternotice of proposed adjustment, a final audit report, a statutory notice of deficiency or similar written notice from any Taxing Tax Authority with respect to the Tax treatment of the Redemption or any Taxable Exchange (collectively, a “Change Notice”"CHANGE NOTICE"), which, if sustained, would result in (i) the Airlines being required to make a payment to the Corporation under SECTION 3.5 with respect to Tax Benefit Payments received prior to the receipt of the Change Notice or a reduction in the amount of Realized Tax Benefit (or the increase in the amount of Realized Tax Detriment) with respect to a Covered Taxable Year preceding the taxable year in which the Change Notice is received or (ii) a reduction in the amount of future Tax Benefit Payments the Ltd Exchanging Subsidiaries will be required to pay be paid by the Corporation to LFCM with respect to Covered Taxable Years after and including the taxable year in which the Change Notice is received Airlines (collectively, the “Potential Reduction”"POTENTIAL REDUCTION"), prompt written notice of such Change Notice shall be given to LFCMeach of the parties hereto. (b) b. From and after the date such Change Notice is received until there is a Final Determination with respect to the adjustments proposed therein, 100% of any Tax Benefit Payments required to be made by the Ltd Exchanging Subsidiaries Corporation to the Airlines pursuant to this ARTICLE 3 shall instead be paid by the Ltd Exchanging Subsidiaries Corporation (i) first, to a national bank mutually agreeable to the Escrow Agent Corporation and Airlines representing a majority of the total Pro Rata Portions to act as escrow agent to hold such funds in escrow pursuant to a mutually agreeable escrow agreement governed by the laws of the state of New York until such time as the amounts paid to the Escrow Agent under Section 3.01(a)(ii) with respect to the Covered Year at issue in the Change Notice and this Section 3.03(b), in the aggregate, equal the amount of the Potential Reduction (or, if earlier, until a Final Determination is received with respect to the Change Notice), until the amount of Tax Benefit Payments paid into escrow and held by the escrow agent equals the Potential Reduction, and (ii) thereafter, to the Airlines in accordance with their Pro Rata Portions. (c) c. If a the Final Determination with respect to the Change Notice results in no adjustment to any the Tax Benefit PaymentPayments, then 80% of the amounts paid escrowed funds (along with Net Interest earned thereon) shall be distributed to the Escrow Agent pursuant Airlines in accordance with their Pro Rata Portions. If the Final Determination results in an adjustment to this Section 3.03 the Tax Benefit Payments, the escrowed funds (along with interest earned on such fundsthereon) shall be distributed to LFCM the Airlines or to the Corporation, as the case may be, in accordance with the Escrow Agreement. If the Final Determination result in an adjustment to any recalculated Tax Benefit Payment, then Payments determined under SECTION 3.5 and the lesser of (i) the amounts paid to the Escrow Agent pursuant to this Section 3.03 and (ii) the amount of the adjustment to the Tax Benefit Payment, in each case, along with interest earned on such funds, shall be distributed to the Ltd Exchanging Subsidiaries in accordance with the Escrow Agreementescrow agreement.