Common use of Tax Benefits Clause in Contracts

Tax Benefits. any benefits with respect to Taxes which are actually and currently realized by any Tax Indemnitee, which are attributable solely to the incurrence or payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borrower.

Tax Benefits. (a) Except as set forth below, (i) UTC shall be entitled to any benefits refund (and any interest thereon received from the applicable Tax Authority) of (A) Income Taxes and Other Taxes for which UTC is liable hereunder and (B) Foreign Income Taxes reported on any Tax Return for a Tax Period ending on or prior to (or including) the relevant Deconsolidation Date to the extent such refund results in a disallowance or adjustment of any foreign Tax credit claimed by the UTC Group (and any interest payable to the applicable Tax Authority as a result of such disallowance or adjustment), (ii) Carrier shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which Carrier is liable hereunder, (iii) Otis shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which Otis is liable hereunder, and (iv) a Company receiving a refund to which another Company is entitled hereunder in whole or in part shall pay over such refund (or portion thereof) to such other Company within 30 days after such refund is received; it being understood that, with respect to any refund (or any interest thereon received from the applicable Tax Authority) of Shared Taxes or Taxes for which are more than one Company is liable under Section 2.02(a)(iii) or Section 7.05(c)(i), each Company shall be entitled to the portion of such refund (or interest thereon) that reflects its proportionate liability for such Taxes. (b) If (i) (A) a member of the Carrier Group actually and currently realized by realizes in cash any Tax Indemnitee, which are attributable solely Benefit as a result of an adjustment pursuant to the incurrence a Final Determination or payment reporting required by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (ax) or clause (y) of Section 4.05(b), in calculating each case, that increases Taxes for which a member of the UTC Group or Otis Group is liable hereunder (or reduces any Tax Benefit, Attribute of a Tax Indemnitee, to member of the extent not prohibited by applicable law UTC Group or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of Otis Group) and such Tax Indemnitee other than from this Loan Benefit would not have arisen but for such adjustment or reporting (determined on a “with and Similar Loanswithout” basis), (B) a member of the Otis Group actually realizes in cash any Tax Benefit as a result of an adjustment pursuant to a Final Determination or reporting required by clause (x) or clause (y) of Section 4.05(b), in each case, that increases Taxes for which a member of the UTC Group or Carrier Group is liable hereunder (or reduces any Tax Attribute of a member of the UTC Group or Carrier Group) and such Tax Indemnitee has the capacity to use some Benefit would not have arisen but for such adjustment or all reporting (determined on a “with and without” basis), or (C) a member of the UTC Group actually realizes in cash any Tax Benefits Benefit as a result of an adjustment pursuant to a Final Determination or reporting required by clause (x) or clause (y) of Section 4.05(b), in each case, that increases Taxes for which a member of any SpinCo Group is liable hereunder (or reduces any Tax Attribute of a member of any SpinCo Group) and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee Benefit would not have arisen but for such adjustment or affiliate is entitled to indemnification reporting (determined on a “with respect to Taxesand without” basis), and (ii) the aggregate Tax Benefit realized or realizable by such member of such SpinCo Group or such member of the UTC Group, as applicable, as a result of such adjustment or reporting would reasonably be expected to exceed $5 million, then, such SpinCo or UTC, as the case may be, shall make a payment to UTC, Otis, or Carrier, as appropriate, within 30 days following such actual realization of the Tax Benefit, in an amount equal to such Tax Benefit actually realized in cash (including any Tax Benefit actually realized as a result of the payment); provided, however, that no Company (or any Affiliates of any Company) shall be obligated to make a payment otherwise required pursuant to this Section 6.01(b) to the extent making such payment would place such Company (or any of its Affiliates) in a less favorable net after-Tax position than such Company (or such Affiliate) would have been in if the relevant Tax Benefit had not been realized. If a Company or one of its Affiliates pays over any amount pursuant to the preceding sentence and such Tax Benefit is subsequently disallowed or adjusted, the Parties shall promptly make appropriate payments (including in respect of any interest paid or imposed by any Tax Authority) to reflect such disallowance or adjustment. (c) No later than 30 days after a Tax Benefit described in Section 6.01(b) is actually realized in cash by a member of the UTC Group or a member of a SpinCo Group, UTC (if a member of the UTC Group actually realizes such Tax Benefit) or such SpinCo (if a member of a SpinCo Group actually realizes such Tax Benefit) shall provide the other Company (or Companies) with a written calculation of the amount payable to such other Company (or Companies) by UTC or such SpinCo pursuant to this Section 6. In the event that UTC or any SpinCo disagrees with any such calculation described in this Section 6.01(c), UTC or such SpinCo shall so notify the other Company (or Companies) in writing within 30 days of receiving the written calculation set forth above in this Section 6.01(c). UTC, Carrier, and/or Xxxx, as applicable, shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 6 shall be determined in accordance with the provisions of Section 14 as promptly as practicable. (d) Carrier shall be entitled to any refund that is attributable to, and would not have arisen but for, a Carrier Carryback pursuant to the proviso set forth in Section 4.08(a); provided, however, that Carrier shall indemnify and hold the members of the UTC Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carrier Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the UTC Group or an Affiliate thereof if (x) such Tax Attributes expire unutilized, but would have been utilized but for such Carrier Carryback, or (y) the use of such Tax Attributes is postponed to a later Tax Period than the Tax Period in which such Tax Attributes would have been utilized but for such Carrier Carryback. Any such payment of such refund made by UTC to Carrier pursuant to this Section 6.01(d) shall be recalculated in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a UTC Group Tax Attribute to a Tax Period in respect of which such refund is received) that would affect the Borrower amount to which Carrier is entitled, and an appropriate adjusting payment shall be made by Carrier to UTC such that the aggregate amount paid pursuant to this Section 6.01(d) equals such recalculated amount. (e) Otis shall be entitled to any refund that is attributable to, and would not have arisen but for, an Otis Carryback pursuant to the proviso set forth in Section 4.08(b); provided, however, that Otis shall indemnify and hold the members of the UTC Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Otis Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a U.S. Borrower with member of the UTC Group or an Affiliate thereof if (x) such Tax Attributes expire unutilized, but would have been utilized but for such Otis Carryback, or (y) the use of such Tax Attributes is postponed to a similar later Tax Period than the Tax Period in which such Tax Attributes would have been utilized but for such Otis Carryback. Any such payment of such refund made by UTC to Otis pursuant to this Section 6.01(e) shall be recalculated in light of any Final Determination (or lesser credit any other facts that may arise or come to light after such payment is made, such as a carryback of a UTC Group Tax Attribute to a Tax Period in respect of which such refund is received) that would affect the Borroweramount to which Otis is entitled, and an appropriate adjusting payment shall be made by Otis to UTC such that the aggregate amount paid pursuant to this Section 6.01(e) equals such recalculated amount.

Tax Benefits. (a) Except as otherwise provided in Section 2 or Section 5 or below in this Section 6, Parent shall be entitled to any benefits with respect refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which Parent is liable hereunder, SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which are actually and currently realized by SpinCo is liable hereunder (provided, however, that SpinCo shall not be entitled to any refund (or interest thereon received from the applicable Tax Indemnitee, which are attributable solely Authority) in duplication of amounts previously taken into account for purposes of payments pursuant to the incurrence 2019 Tax Allocation Agreement, the 1993 Tax Allocation Agreement or payment by Section 2 or Section 5, any such refund (and interest thereon received from the applicable Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise Authority) to such Losses or Taxes; provided, that be for the purpose account of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or TaxParent hereunder). A Company (the first Company) receiving a refund or other Tax Indemnitee Benefit to which another Company (the second Company) is entitled hereunder shall be deemed to have actually and currently realized and utilized a pay over such refund or Tax Benefit to the extent thatsecond Company within 30 days after such refund or Tax Benefit is received (without duplication, together with interest computed at the Prime Rate based on the number of days from the date the refund was received to the date the refund was paid over). The second Company, upon the request of the first Company, shall promptly repay the first Company the amount paid over pursuant to the preceding sentence (together with any penalties, interest or other charges imposed by the relevant Tax Authority) in the event that the first Company is required to repay such refund or Tax Benefit to such Tax Authority. (b) Notwithstanding Sections 2.02(a) and (b) and Sections 2.03(a) and (b): (i) if a member of the SpinCo Group actually realizes in cash any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Parent Group is liable hereunder (or to the tax basis or any Tax Attribute of a member of the Parent Group) (a “Parent Final Determination Adjustment”) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), or if a member of the Parent Group actually realizes in cash any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the SpinCo Group is liable hereunder (or to the tax basis or any Tax Attribute of a member of the SpinCo Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), SpinCo or Parent, as the case may be, shall make a payment to either Parent or SpinCo, as appropriate, within 30 days following such actual realization of the Tax Benefit, in an amount equal to such Tax Benefit actually realized in cash (including any Tax Benefit actually realized as a result of the payment), plus interest on such amount computed at the Prime Rate based on the number of days from the date of such actual realization of the Tax Benefit to the date of payment of such amount under this Section 6.01(b) and (ii) in the case of a Parent Final Determination Adjustment, then, upon the written request of and at the expense of Parent, SpinCo shall (and, if applicable, shall cause the relevant member of the SpinCo Group to) amend any Tax Return thereof to the extent such time asamendment would result in a corresponding or correlative Tax Benefit (which shall include, without limitation, any step-up in tax basis). (c) No later than 30 days after a Tax Benefit described in Section 6.01(b) is actually realized in cash by a member of the Parent Group or a member of the SpinCo Group, Parent (if a member of the Parent Group actually realizes such Tax Benefit) or SpinCo (if a member of the SpinCo Group actually realizes such Tax Benefit) shall provide the other Company with a written calculation of the amount payable to such other Company by Parent or SpinCo pursuant to this Section 6. In the event that SpinCo or Parent disagrees with any such calculation described in this Section 6.01(c), Parent or SpinCo shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.01(c). Parent and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, the amount of Taxes payable under this Section 6 shall be determined by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed Parent in accordance with the ordering rules set forth above. its reasonable discretion. (d) Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan Sections 2.02(a) and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans 2.03(a): (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is SpinCo shall be entitled to indemnification with respect to Taxesany refund that is attributable to, and would not have arisen but for, a SpinCo Carryback pursuant to, and in accordance with, the proviso set forth in Section 4.07, as determined by Parent in its reasonable discretion, and (ii) any such payment of such refund made by Parent to SpinCo pursuant to this Section 6.01(d) shall be recalculated in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a Parent Group Tax Attribute to a Tax Period in respect of which such refund is received) that would affect the Borrower amount to which SpinCo is a U.S. Borrower entitled, and an appropriate adjusting payment shall be made by SpinCo to Parent such that the aggregate amounts paid pursuant to this Section 6.01(d) equals such recalculated amount (with a similar or lesser credit interest computed at the Prime Rate), as the Borrowerdetermined by Parent in its reasonable discretion.

Tax Benefits. (a) Except as set forth below, (i) Parent shall be entitled to any benefits Refund (and any interest thereon received from the applicable Tax Authority) of any Taxes for which Parent is liable hereunder and (ii) SpinCo shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) of any Taxes for which SpinCo is liable hereunder (other than any Refund to which Parent is entitled pursuant to clause (i) above). The Company receiving a Refund to which another Company is entitled hereunder, in whole or in part, shall pay over the amount of such Refund (or portion thereof) (and any interest on such amount received from the applicable Tax Authority but net of any costs and expenses (including Taxes) incurred by the Company (or a member of its Group) receiving such Refund in connection with obtaining or securing such Refund) to such other Company within twenty (20) Business Days after the receipt of such Refund or application of such Refund against Taxes otherwise payable. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over pursuant to the immediately preceding sentence is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company. (b) If (i) a member of the SpinCo Group Actually Realizes any Tax Benefit as result of (A) an adjustment pursuant to a Final Determination that increases Taxes for which a member of the Parent Group is liable hereunder or otherwise, (B) any liability, obligation, loss or payment (each, a “Loss”) for which a member of the Parent Group is required to indemnify any member of the SpinCo Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement) or (C) any Section 336(e) Election (including, for the avoidance of doubt, any Tax Benefit Actually Realized by any member of the SpinCo Group as a result of any step-up in asset basis for U.S. federal Income Tax purposes resulting from such Section 336(e) Election, except to the extent any such Tax Benefit is directly attributable to Taxes imposed on any member of the Parent Group as a result of such Section 336(e) Election and for which are a member of the SpinCo Group has actually and currently realized by indemnified Parent pursuant to this Agreement), or (ii) a member of the Parent Group Actually Realizes any Tax IndemniteeBenefit as a result of (A) an adjustment pursuant to a Final Determination that increases Taxes for which a member of the SpinCo Group is liable hereunder or otherwise or (B) any Loss for which a member of the SpinCo Group is required to indemnify any member of the Parent Group pursuant to this Agreement, which are attributable solely the Separation and Distribution Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement), SpinCo or Parent, as the case may be, shall make a payment to the incurrence or payment by other Company in an amount equal to the amount of such Actually Realized Tax Indemnitee Benefit in cash within twenty (20) Business Days of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating Actually Realizing such Tax Benefit, such . To the extent that any Tax Indemnitee shall be deemed Benefit (or portion thereof) in respect of which any amounts were paid over pursuant to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope foregoing provisions of this AgreementSection 5.01(b) is subsequently disallowed by the applicable Tax Authority, before utilizing the Company that received such amounts shall promptly repay such amounts (together with any item arising from penalties, interest or other charges imposed by the incurrence or payment of any indemnified Loss or Tax. A relevant Tax Indemnitee shall be deemed Authority) to have actually and currently realized and utilized the other Company. (c) No later than twenty (20) Business Days after a Tax Benefit described in Section 5.01(b) is Actually Realized by a member of the Parent Group or a member of the SpinCo Group, Parent or SpinCo, as the case may be, shall provide the other Company with a written calculation of the amount payable to such other Company pursuant to Section 5.01(b). In the extent event that Parent or SpinCo, as the case may be, disagrees with any such calculation described in this Section 5.01(c), Parent or SpinCo shall so notify the other Company in writing within twenty (20) Business Days of receiving such written calculation. Parent and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would under this Article V shall be required to pay but for the incurrence or payment of such Loss or Taxes, computed determined in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items disagreement resolution provisions of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit Article XIII as the Borrowerpromptly as practicable.

Tax Benefits. (a) Except as set forth below, Parent shall be entitled to any benefits refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which Parent is liable hereunder, SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which SpinCo is liable hereunder, and a Company receiving a refund to which another Company is entitled hereunder in whole or in part shall pay over such refund (or portion thereof) to such other Company within 30 days after such refund is received (together with respect interest computed at the Prime Rate based on the number of days from the date the refund was received to Taxes which are the date the refund was paid over). (b) If a member of the SpinCo Group actually and currently realized by realizes in cash any Tax Indemnitee, Benefit as a result of an adjustment pursuant to a Final Determination that increases Taxes for which are attributable solely to a member of the incurrence Parent Group is liable hereunder (or payment by reduces any Tax Attribute of a member of the Parent Group) and such Tax Indemnitee Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), or if a member of the Parent Group actually realizes in cash any indemnified Losses Tax Benefit as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the SpinCo Group is liable hereunder (or Taxes reduces any Tax Attribute of a member of the SpinCo Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), SpinCo or an event giving rise Parent, as the case may be, shall make a payment to either Parent or SpinCo, as appropriate, within 30 days following such Losses or Taxes; provided, that for actual realization of the purpose of calculating such Tax Benefit, in an amount equal to such Tax Indemnitee shall be deemed to utilize all other items Benefit actually realized in cash (including any Tax Benefit actually realized as a result of incomethe payment), gain, loss, deduction or credit, including those that arise outside plus interest on such amount computed at the scope Prime Rate based on the number of this Agreement, before utilizing any item arising days from the incurrence or payment date of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a such actual realization of the Tax Benefit to the extent date of payment of such amount under this Section 6.01(b). (c) No later than 30 days after a Tax Benefit described in Section 6.01(b) is actually realized in cash by a member of the Parent Group or a member of the SpinCo Group, Parent (if a member of the Parent Group actually realizes such Tax Benefit) or SpinCo (if a member of the SpinCo Group actually realizes such Tax Benefit) shall provide the other Company with a written calculation of the amount payable to such other Company by Parent or SpinCo pursuant to this Section 6. In the event that Parent or SpinCo disagrees with any such calculation described in this Section 6.01(c), Parent or SpinCo shall so notify the other Company in writing within 15 days of receiving the written calculation set forth above in this Section 6.01(c). Parent and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would under this Section 6 shall be required to pay but for the incurrence or payment of such Loss or Taxes, computed determined in accordance with the ordering rules disagreement resolution provisions of Section 14 as promptly as practicable. To the extent the amount payable determined pursuant to this Section 6.01(c) differs from the amount paid pursuant to Section 6.01(b), an appropriate adjusting payment shall be made promptly. (d) SpinCo shall be entitled to any refund that is attributable to, and would not have arisen but for, a SpinCo Carryback pursuant to the proviso set forth above. Notwithstanding anything to in Section 4.07; provided, however, SpinCo shall indemnify and hold the contrary in this clause members of the Parent Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including (a)but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the Parent Group or an Affiliate thereof if (x) such Tax Attributes expire unutilized, in calculating any Tax Benefitbut would have been utilized but for such Carryback, a Tax Indemnitee, to or (y) the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items use of such Tax Indemnitee other Attributes is postponed to a later Tax Period than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision Period in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee Attributes would have been utilized but for such Carryback. Any such payment of such refund made by Parent to SpinCo pursuant to this Section 6.01(d) shall be recalculated in light of any Final Determination (or affiliate any other facts that may arise or come to light after such payment is entitled made, such as a carryback of an Parent Group Tax Attribute to indemnification with a Tax Period in respect of which such refund is received) that would affect the amount to Taxeswhich SpinCo is entitled, and an appropriate adjusting payment shall be made by SpinCo to Parent such that the aggregate amount paid pursuant to this Section 6.01(d) equals such recalculated amount (ii) in which with interest computed at the Borrower is a U.S. Borrower with a similar or lesser credit as the BorrowerPrime Rate).

Tax Benefits. (a) Except as set forth below, Parent shall be entitled to any benefits refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which Parent is liable hereunder, SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which SpinCo is liable hereunder and a Company (the first Company) receiving a refund to which another Company (the second Company) is entitled hereunder shall pay over such refund to the second Company within 30 days after such refund is received (together with respect interest computed at the Prime Rate based on the number of days from the date the refund was received to Taxes which are the date the refund was paid over). The second Company, upon the request of the first Company, shall promptly repay the first Company the amount paid over pursuant to the preceding sentence (together with any penalties, interest or other charges imposed by the relevant Tax Authority) in the event that the first Company is required to repay such refund to such Tax Authority. (b) If a member of the SpinCo Group actually and currently realized by realizes in cash any Tax Indemnitee, Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which are attributable solely a member of the Parent Group is liable hereunder (or to the incurrence tax basis or payment by any Tax Attribute of a member of the Parent Group) (a “Parent Final Determination Adjustment”) and such Tax Indemnitee Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), or if a member of the Parent Group actually realizes in cash any indemnified Losses Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the SpinCo Group is liable hereunder (or Taxes to the tax basis or an event giving rise any Tax Attribute of a member of the SpinCo Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), SpinCo or Parent, as the case may be, shall make a payment to either Parent or SpinCo, as appropriate, within 30 days following such Losses or Taxes; provided, that for actual realization of the purpose of calculating such Tax Benefit, in an amount equal to such Tax Indemnitee shall be deemed to utilize all other items Benefit actually realized in cash (including any Tax Benefit actually realized as a result of incomethe payment), gain, loss, deduction or credit, including those that arise outside plus interest on such amount computed at the scope Prime Rate based on the number of this Agreement, before utilizing any item arising days from the incurrence or payment date of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a such actual realization of the Tax Benefit to the extent thatdate of payment of such amount under this Section 6.01(b). In the case of a Parent Final Determination Adjustment, then, upon the written request of and at the expense of Parent, SpinCo shall (and, if applicable, shall cause the relevant member of the SpinCo Group to) amend any Tax Return thereof to the extent such time asamendment would result in a corresponding or correlative Tax Benefit (which shall include, without limitation, any step-up in tax basis). (c) No later than 30 days after a Tax Benefit described in Section 6.01(b) is actually realized in cash by a member of the Parent Group or a member of the SpinCo Group, Parent (if a member of the Parent Group actually realizes such Tax Benefit) or SpinCo (if a member of the SpinCo Group actually realizes such Tax Benefit) shall provide the other Company with a written calculation of the amount payable to such other Company by Parent or SpinCo pursuant to this Section 6. In the event that Parent or SpinCo disagrees with any such calculation described in this Section 6.01(c), Parent or SpinCo shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.01(c). Parent and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would under this Section 6 shall be required to pay but for the incurrence or payment of such Loss or Taxes, computed determined in accordance with the ordering rules disagreement resolution provisions of Section 13 as promptly as practicable. (d) SpinCo shall be entitled to any refund that is attributable to, and would not have arisen but for, a SpinCo Carryback pursuant to, and in accordance with, the proviso set forth abovein Section 4.07. Notwithstanding anything Any such payment of such refund made by Parent to the contrary SpinCo pursuant to this Section 6.01(d) shall be recalculated in this clause light of any Final Determination (a)or any other facts that may arise or come to light after such payment is made, in calculating any such as a carryback of a Parent Group Tax Benefit, Attribute to a Tax Indemnitee, to Period in respect of which such refund is received) that would affect the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect amount to which such Tax Indemnitee or affiliate SpinCo is entitled to indemnification with respect to Taxesentitled, and an appropriate adjusting payment shall be made by SpinCo to Parent such that the aggregate amounts paid pursuant to this Section 6.01(d) equals such recalculated amount (ii) in which with interest computed at the Borrower is a U.S. Borrower with a similar or lesser credit as the BorrowerPrime Rate).

Tax Benefits. (a) Except as otherwise provided herein, (i) EQT shall be entitled to any benefits Refund of any Taxes for which EQT is liable hereunder and (ii) SpinCo shall be entitled to any Refund of any Taxes for which SpinCo is liable hereunder (other than any Refund to which EQT is entitled pursuant to clause (i) above). The Company receiving a Refund to which another Company is entitled hereunder, in whole or in part, shall pay over the amount of such Refund (or portion thereof), and any interest on such amount received from the applicable Tax Authority but net of any costs and expenses (including Taxes and professional fees) incurred by the Company (or a member of its Group) receiving such Refund in connection with obtaining or securing such Refund, to such other Company within thirty (30) business days after the receipt of such Refund or application of such Refund against Taxes otherwise payable. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over pursuant to the immediately preceding sentence is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company. (b) If (i) a member of the SpinCo Group Actually Realizes any Tax Benefit (A) as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the EQT Group is liable hereunder or otherwise, (B) as a result of any liability, obligation, loss or payment (each, a “Loss”) for which a member of the EQT Group is required to indemnify any member of the SpinCo Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement), (C) that is an EQT Retained Tax Benefit or (D) as a result of any Section 336(e) Election (including, for the avoidance of doubt, any Tax Benefit Actually Realized by any member of the SpinCo Group as a result of any step-up in asset basis for Federal Income Tax purposes resulting from such Section 336(e) Election, except to the extent any such Tax Benefit is directly attributable to Taxes imposed on any member of the EQT Group as a result of such Section 336(e) Election and for which a member of the SpinCo Group has actually indemnified EQT pursuant to this Agreement), or (ii) a member of the EQT Group Actually Realizes any Tax Benefit (A) as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the SpinCo Group is liable hereunder or otherwise, (B) as a result of any Loss for which a member of the SpinCo Group is required to indemnify any member of the EQT Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement), or (C) that is a SpinCo Retained Tax Benefit, SpinCo or EQT, as the case may be, shall make a payment to the other Company in an amount equal to the amount of such Actually Realized Tax Benefit in cash within thirty (30) business days of Actually Realizing such Tax Benefit. To the extent that any Tax Benefit (or portion thereof) in respect of which any amounts were paid over pursuant to the foregoing provisions of this Section 6.01(b) is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company. (c) No later than twenty (20) business days after a Tax Benefit described in Section 6.01(b) is Actually Realized by a member of the EQT Group or a member of the SpinCo Group, EQT (if a member of the EQT Group Actually Realizes such Tax Benefit) or SpinCo (if a member of the SpinCo Group Actually Realizes such Tax Benefit), as the case may be, shall provide the other Company with a written calculation of the amount payable to such other Company pursuant to Section 6.02(b). In the event that EQT or SpinCo, as the case may be, disagrees with any such calculation described in this Section 6.01(c), EQT or SpinCo shall so notify the other Company in writing within fifteen (15) business days of receiving such written calculation. EQT and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Article 6 shall be determined in accordance with the dispute resolution provisions of Article 14 as promptly as practicable. (d) SpinCo shall be entitled to any Refund Actually Realized by a member of the EQT Group that is attributable to, and would not have arisen but for, a SpinCo Carryback that is required under applicable Tax Law and is not effected in violation of Section 4.06; provided, however, that SpinCo shall indemnify and hold the members of the EQT Group harmless from and against any and all collateral Tax consequences resulting from, attributable to or caused by any such SpinCo Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the EQT Group or an Affiliate thereof if (x) such Tax Attributes expire unutilized, but would have been utilized but for such SpinCo Carryback, or (y) the use of such Tax Attributes is postponed to a later taxable period than the taxable period in which such Tax Attributes would have been utilized but for such SpinCo Carryback. Any such payment of such Refund made by any member of the EQT Group to SpinCo pursuant to this Section 6.01(d) shall be recalculated as appropriate in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a Tax Attribute of the EQT Group to a Tax Period in respect of which such Refund is received) that would affect the amount to which SpinCo is entitled, and an appropriate adjusting payment shall be made by SpinCo to the EQT Group such that the aggregate amount paid pursuant to this Section 6.01(d) equals such recalculated amount. (e) Any determinations with respect to Taxes any Refund or other Tax Benefit to which are actually and currently realized by a Group may be entitled pursuant to any of the foregoing provisions of Section 6.01 shall be made without duplication of any Refund, Tax Indemnitee, which are attributable solely Benefit or Tax Item to the incurrence extent already taken into account (i) in determining any entitlement of such Group to any amounts pursuant to any other provision of this Section 6.01 or payment by this Agreement or (ii) to reduce any Liability for Taxes of such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise Group pursuant to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope Article 2. (f) For purposes of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Taxes payable any Refund required to be paid to another Company shall be reduced by the Tax Indemnitee is actually reduced below the net amount of any Income Taxes such Tax Indemnitee would be required to pay but for imposed on, related to, or attributable to, the incurrence receipt or payment accrual of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the BorrowerRefund.

Tax Benefits. (a) Except as set forth below, the BGC Entities shall be entitled to, without duplication, (i) any benefits Refund of Income Taxes and Other Taxes for which the BGC Entities are liable hereunder, (ii) any Refund of Income Taxes with respect to Taxes which are actually and currently realized by any Tax IndemniteeJoint Return for a Post-2016 Period, which are attributable solely to the incurrence (iii) any Refund or payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent thatsuch Refund or other Tax Benefit is, or is attributable to, a BGC Adjustment Tax Benefit. The Newmark Entities shall be entitled to, without duplication, (i) any Refund of Income Taxes and Other Taxes for which the Newmark Entities are liable hereunder, (ii) any Refund or other Tax Benefit to the extent such Refund or Tax Benefit is, or is attributable to, a Newmark Adjustment Tax Benefit (other than, in the case of each of clauses (i) and (ii), (x) any Refund or other Tax Benefit to the extent such Refund or other Tax Benefit is, or is attributable to, a BGC Adjustment Tax Benefit and (y) any Refund of Income Taxes with respect to any Joint Return for a Post-2016 Period) and (iii) any Refund received or other Tax Benefit Actually Realized by the BGC Group to the extent attributable to, or in respect, of a Hypothetical Newmark Refund (determined in accordance with Section 3.02). A Company receiving a Refund or Actually Realizing any Tax Benefit to which another Company is entitled pursuant to the this Section 6.01(a) in whole or in part shall pay over the amount of such Refund or other Tax Benefit (or portion thereof) to such other Company within ten (10) Business Days after such Refund is received or such other Tax Benefit is Actually Realized. To the extent that any Refund or other Tax Benefit (or portion thereof) in respect of which any amounts were paid over by a Company to the other Company pursuant to the foregoing provisions of this Section 6.01(a) is subsequently disallowed or otherwise reversed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company. Any payment of a Hypothetical Newmark Refund made by the BGC Entities to Newmark pursuant to this Section 6.01(a) shall be recalculated as appropriate in light of any Final Determination (or any other facts that may arise or come to light after such payment is made) that would affect the amount to which Newmark is entitled, and at an appropriate adjusting payment shall be made by the Newmark Entities to the BGC Entities or by the BGC Entities to the Newmark Entities, as applicable, such time asthat the aggregate amount paid pursuant to this Section 6.01(a) equals such recalculated amount. (b) Without duplication of any Tax Items or amounts governed by or taken into account pursuant to Section 6.01(a), (c) or (d), Section 2 or Section 3.02, if a member of the Newmark Group Actually Realizes any Tax Benefit as a result of any indemnification obligation hereunder of a member of the BGC Group (or an adjustment giving rise to such indemnification obligation), and such Tax Benefit would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, or if a member of the BGC Group Actually Realizes any Tax Benefit as a result of any indemnification obligation hereunder of a member of the Newmark Group (or an adjustment giving rise to such indemnification obligation), and such Tax Benefit would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, Newmark or BGC Partners, as the case may be, shall make a payment to the other Company in an amount equal to such Tax Benefit Actually Realized (including any Tax Benefit Actually Realized as a result of the payment), no later than ten (10) Business Days after such Tax Benefit is Actually Realized. (c) No later than ten (10) Business Days after a Tax Benefit described in Section 6.01(a) or (b) is Actually Realized by a member of the BGC Group or a member of the Newmark Group, BGC Partners (if a member of the BGC Group Actually Realizes such Tax Benefit) or Newmark (if a member of the Newmark Group Actually Realizes such Tax Benefit) shall provide the other Company with a written calculation of the amount payable to such other Company pursuant to this Section 6. In the event that BGC Partners or Newmark disagrees with any such calculation described in this Section 6.01(c), BGC Partners or Newmark shall so notify the other Company in writing within thirty (30) days of receiving the written calculation set forth above in this Section 6.01(c). BGC Partners and Newmark shall endeavor in good faith to resolve such disagreement, and, failing that, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would under this Section 6 shall be required to pay but for the incurrence or payment of such Loss or Taxes, computed determined in accordance with the ordering rules set forth abovedisagreement resolution provisions of Section 14 as promptly as practicable. (d) Newmark shall be entitled to any Refund Actually Realized by a member of the BGC Group that is attributable to, and would not have arisen but for, a Newmark Carryback that is required under applicable Tax Law and is not effected in violation of Section 4.07; provided, however, that Newmark shall indemnify and hold the members of the BGC Group harmless from and against any and all collateral Tax consequences resulting from, attributable to or caused by any such Newmark Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the BGC Group or an Affiliate thereof if (x) such Tax Attributes expire unutilized, but would have been utilized but for such Newmark Carryback, or (y) the use of such Tax Attributes is postponed to a later taxable period than the taxable period in which such Tax Attributes would have been utilized but for such Newmark Carryback. Notwithstanding anything Any such payment of such Refund made by the BGC Entities to Newmark pursuant to this Section 6.01(d) shall be recalculated as appropriate in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a Tax Attribute of the BGC Group to a Tax Period in respect of which such Refund is received) that would affect the amount to which Newmark is entitled, and an appropriate adjusting payment shall be made by Newmark to the contrary in BGC Entities such that the aggregate amount paid pursuant to this clause Section 6.01(d) equals such recalculated amount. (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory e) Any determinations with respect to all any Refund or other Similar LoansTax Benefit to which a member of a Group may be entitled pursuant to any of the foregoing provisions of Section 6.01 shall be made without duplication of any Refund, it being understood that if, after taking Tax Benefit or Tax Item governed by or already taken into account all tax items of such Tax Indemnitee in determining any entitlement to any amounts pursuant to any other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee Section 6.01 or any affiliate thereof is a participant and with respect Liability for Taxes pursuant to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the BorrowerSection 2.

Tax Benefits. (a) Ralcorp shall be entitled to any benefits refund (and any interest thereon received from the applicable Tax Authority) of Taxes received by any member of the Ralcorp Group or the Post Group, other than any refund to which Post is entitled pursuant to Section 6.01(e). Post shall not be entitled to any refund (or any interest thereon received from the applicable Tax Authority), except as set forth in Section 6.01(e). A Company receiving a refund to which another Company is entitled hereunder shall pay over such refund to such other Company within five (5) Business Days after such refund is received. (b) The amount of economic benefit of any Tax Benefit of Post or any member of the Post Group as a result of an adjustment pursuant to a Final Determination of any Taxes (i) arising in any Pre-Distribution Period shall be for the account of the Ralcorp Group, (ii) arising in any Post-Distribution Period shall be for the account of the Post Group and (iii) arising in any Straddle Period (other than with respect to Taxes which are actually described in Section 2.01(b)(i)) shall be apportioned between the Pre-Distribution Period and currently realized by any Tax Indemnitee, which are attributable solely the Post-Distribution Period pursuant to the incurrence or payment by such principles set forth in Section 3 above. (c) For purposes of determining whether an adjustment to any Taxes for which a member of the Ralcorp Group is liable hereunder is expected to result in a Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; providedBenefit for Post, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee Post Group shall be deemed to utilize all other items be a Post Full Taxpayer. For purposes of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, determining the amount of Taxes payable by for which the Ralcorp Group is, or is reasonably expected to be, liable as a result of an adjustment pursuant to a Final Determination, the Ralcorp Group shall be deemed (i) not to utilize any Tax Indemnitee is actually reduced below Attributes available to the Ralcorp Group and (ii) to be a Ralcorp Full Taxpayer. (d) No later than five (5) Business Days following a Final Determination described in Section 6.01(b), Ralcorp shall provide Post with a written calculation of the amount payable to Ralcorp by Post pursuant to this Section 6. In the event that Post disagrees with any such calculation described in this Section 6.01(d), Post shall so notify Ralcorp in writing within thirty (30) days of Taxes receiving the written calculation set forth above in this Section 6.01(d). Ralcorp and Post shall endeavor in good faith to resolve such Tax Indemnitee would disagreement, and, failing that, the amount payable under Section 6.01(b) shall be required to pay but for the incurrence or payment of such Loss or Taxes, computed determined in accordance with the ordering rules set forth abovedisagreement resolution provisions of Section 14 as promptly as practicable. (e) Without prejudice to Section 6.01(a), Post shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes reported on a Post Group Tax Return for a Post-Distribution Period. Notwithstanding anything For the avoidance of doubt, Ralcorp, and not Post, shall be entitled to any refund or Tax Benefit that results from a Post Carried Item, other than any refund to which Post is entitled pursuant to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes first sentence of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the BorrowerSection 6.01(e).

Tax Benefits. (a) Except as set forth below, (i) Parent shall be entitled to any benefits Refund (and any interest thereon received from the applicable Tax Authority) of any Taxes (A) for which Parent is liable hereunder (other than any such Refund that is an UpstreamCo Retained Tax Benefit), or (B) that is a Parent Retained Tax Benefit and (ii) UpstreamCo shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) (A) of any Taxes for which UpstreamCo is liable hereunder (other than any Refund to which Parent is entitled pursuant to clause (i) above) or (B) that is an UpstreamCo Retained Tax Benefit. The Company receiving a Refund to which another Company is entitled hereunder, in whole or in part, shall pay over the amount of such Refund (or portion thereof) (and any interest on such amount received from the applicable Tax Authority but net of any costs and expenses (including Taxes) incurred by the Company (or a member of its Group) receiving such Refund in connection with obtaining or securing such Refund) to such other Company within twenty (20) Business Days after the receipt of such Refund or application of such Refund against Taxes otherwise payable. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over pursuant to the immediately preceding sentence is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company. (b) If (i) a member of the UpstreamCo Group Actually Realizes any Tax Benefit (A) as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the Parent Group is liable hereunder or otherwise, (B) as a result of any liability, obligation, loss or payment (each, a “Loss”) for which a member of the Parent Group is required to indemnify any member of the UpstreamCo Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement), (C) that is a Parent Retained Tax Benefit (other than a Refund) or (D) as a result of any Section 336(e) Election (including, for the avoidance of doubt, any Tax Benefit Actually Realized by any member of the UpstreamCo Group as a result of any step-up in asset basis for U.S. federal income tax purposes resulting from such Section 336(e) Election, except to the extent any such Tax Benefit is directly attributable to Taxes imposed on any member of the Parent Group as a result of such Section 336(e) Election and for which are a member of the UpstreamCo Group has actually and currently realized by indemnified Parent pursuant to this Agreement), or (ii) a member of the Parent Group Actually Realizes any Tax IndemniteeBenefit (A) as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the UpstreamCo Group is liable hereunder (other than any Taxes described in clause (ii) of the definition of “UpstreamCo Retained Taxes” (relating to certain Competent Authority adjustments)) or otherwise, (B) as a result of any Loss for which are attributable solely a member of the UpstreamCo Group is required to indemnify any member of the Parent Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement), or (C) that is an UpstreamCo Retained Tax Benefit (in each case, other than a Refund), UpstreamCo or Parent, as the case may be, shall make a payment to the incurrence or payment by other Company in an amount equal to the amount of such Actually Realized Tax Indemnitee Benefit in cash within twenty (20) Business Days of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating Actually Realizing such Tax Benefit, such . To the extent that any Tax Indemnitee shall be deemed Benefit (or portion thereof) in respect of which any amounts were paid over pursuant to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope foregoing provisions of this AgreementSection 6.01(b) is subsequently disallowed by the applicable Tax Authority, before utilizing the Company that received such amounts shall promptly repay such amounts (together with any item arising from penalties, interest or other charges imposed by the incurrence or payment of any indemnified Loss or Tax. A relevant Tax Indemnitee shall be deemed Authority) to have actually and currently realized and utilized the other Company. (c) No later than twenty (20) Business Days after a Tax Benefit described in Section 6.01(b) is Actually Realized by a member of the Parent Group or a member of the UpstreamCo Group, Parent or UpstreamCo, as the case may be, shall provide the other Company with a written calculation of the amount payable to such other Company pursuant to Section 6.01(b). In the extent event that Parent or UpstreamCo, as the case may be, disagrees with any such calculation described in this Section 6.01(c), Parent or UpstreamCo shall so notify the other Company in writing within twenty (20) Business Days of receiving such written calculation. Parent and UpstreamCo shall endeavor in good faith to resolve such disagreement, and, failing that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would under this Article 6 shall be required to pay but for the incurrence or payment of such Loss or Taxes, computed determined in accordance with the ordering rules set forth abovedisagreement resolution provisions of Article 14 as promptly as practicable. (d) UpstreamCo shall be entitled to any Refund that is attributable to, and would not have arisen but for, an UpstreamCo Carryback Item that is required to be carried back to a Pre-Distribution Period under applicable Law and is carried back pursuant to and in accordance with Section 4.06 (a “Permitted UpstreamCo Carryback”); provided, however, that UpstreamCo shall indemnify and hold the members of the Parent Group harmless from and against any and all related costs and expenses and any collateral Tax consequences resulting from or caused by any such Permitted UpstreamCo Carryback, including (but not limited to) the loss or postponement of any benefit from the use of any Tax Attribute of any member of the Parent Group (each, a “Parent Group Tax Attribute”) if (x) such Parent Group Tax Attribute expires unutilized, but would have been utilized but for such Permitted UpstreamCo Carryback, or (y) the use of such Parent Group Tax Attribute is postponed to a later Tax Period than the Tax Period in which such Parent Group Tax Attribute would have been utilized but for such Permitted UpstreamCo Carryback. Notwithstanding anything Any such payment of the amount of such Refund made by Parent to UpstreamCo pursuant to this Section 6.01(d) shall be recalculated in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a Parent Group Tax Attribute to a Tax Period in respect of which such Refund is received) that would affect the amount to which UpstreamCo is entitled, and an appropriate adjusting payment shall be made by UpstreamCo to Parent such that the aggregate amount paid pursuant to this Section 6.01(d) equals such recalculated amount. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over by Parent to UpstreamCo pursuant to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes foregoing provisions of this provisionSection 6.01(d) is subsequently disallowed by the applicable Tax Authority, “Similar Loans” means loans UpstreamCo shall promptly repay such amounts (itogether with any penalties, interest or other charges imposed by the relevant Tax Authority) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the BorrowerParentCo.

Tax Benefits. any benefits with respect to Taxes which are actually The Buyer and/or the Company and currently realized by any Tax Indemnitee, which are attributable solely its Affiliates shall pay to the incurrence Seller any Transaction Tax Benefit (as defined below) realized. For this purpose, a Transaction Tax Benefit is any reduction in the Buyer and/or the Company’s or payment by such its Affiliate’s Tax Indemnitee liability in any Post-Closing Tax Period resulting from the carryforward of any indemnified Losses or Taxes or an event giving rise Transaction Tax Deductions from Pre-Closing Tax Periods to such Losses or Taxes; provided, that for the purpose of calculating such Post-Closing Tax Benefit, such Period. A Transaction Tax Indemnitee Benefit shall be deemed to utilize all other items of incomebe realized in a Post-Closing Tax Period if, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as(1) the Buyer, the amount Company’s and its Affiliate’s liability for Taxes for such Post-Closing Tax Period, calculated by excluding the carryforward of Transaction Tax Deductions from Pre-Closing Tax Periods to such Post-Closing Tax Period, exceeds (2) the Buyer and/or the Company’s and its Affiliate’s liability for Taxes payable for such Post-Closing Tax Period, calculated by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account the carryforward of Transaction Tax Deductions from Pre-Closing Tax Periods to such Post-Closing Tax Period. A Transaction Tax Benefit shall be calculated at the time the Buyer and/or the Company or its Affiliates file Tax Returns for such Post-Closing Tax Periods, and not when estimated Taxes are paid. The Buyer shall prepare and submit to the Seller within five (5) days after the filing of any Tax Return for a Post-Closing Tax Period a schedule (along with all tax items of back-up calculations) setting forth the Transaction Tax Benefit calculation for Seller’s review, comment, and consent. The Buyer and/or the Company and its Affiliates shall timely and properly deliver all such Tax Indemnitee documents, forms and other than from this Loan and Similar Loans, such Tax Indemnitee has information as Seller may reasonably request which relate to the capacity to use some or all calculation of the Transaction Tax Benefits Benefit amount. If, within thirty (30) days after receiving the Buyer’s schedule, the Seller notifies the Buyer that the Seller disputes any item(s) reflected on such schedule, the Buyer and some or all the Seller shall cooperate in good faith to resolve any dispute. If the Buyer and Seller fail to reach an agreement within thirty (30) days after the Seller notifies Buyer that the Seller disputes any item(s) reflected on Buyer’s schedule, the determination of the tax benefits generated disputed item or items shall be made by Similar Loansthe Independent Accounting Firm, it cannot rely upon a provision in such Similar Loan that requires whose decision shall be final and whose fees shall be shared equally by the tax benefits from such Similar Loans to be applied last to avoid applying Buyer, on the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxesone hand, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as Seller on the Borrowerother hand.

Tax Benefits. Notwithstanding any benefits provision in this Agreement to the contrary, all indemnification payments for Losses under this Article XI shall be paid by the Indemnifying Person without reduction for any Tax Benefits (as defined below) available to the Indemnified Person. However, to the extent that an Indemnified Person recognizes Tax Benefits in respect of any Losses for which such Indemnified Person is entitled to indemnification under this Article XI, the Indemnified Person shall pay promptly to the Indemnifying Person an amount in cash equal to the amount of such Tax Benefits (but not in excess of the indemnification payment or payments actually received from the Indemnifying Person with respect to Taxes which such Losses) as such Tax Benefits are actually recognized by the Indemnified Person. The Indemnified Person shall provide a statement, signed by an officer of the Indemnified Person, setting forth in reasonable detail the calculation of Tax Benefits recognized (even if no such Tax Benefits are recognized) at the following times: (i) no later than one hundred and currently twenty (120) days after the close of each calendar year after an indemnification payment has been made to such Indemnified Person under this Article XI and (ii) accompanying each payment of Tax Benefits realized by any Tax Indemnitee, which are attributable solely such Indemnified Person under this Section 11.5(b). In the event the Indemnifying Person objects to the incurrence or payment calculation of Tax Benefits recognized, it shall deliver written notice of objection (the “Tax Benefit Objection Notice”) to the Indemnified Person not more than forty-five (45) days after the Indemnifying Person’s receipt of the calculation. The Indemnified Person and the Indemnifying Person shall promptly endeavor in good faith to resolve the issues related to calculation of Tax Benefits recognized, including through the provision of information reasonably requested by the other party in order to review the calculation of Tax Benefits recognized. In the event such parties are unable to resolve the issues within forty-five (45) days after the issuance of the Tax Indemnitee Benefit Objection Notice, the resolution of the calculation of Tax Benefits recognized shall be submitted to a nationally recognized public accounting firm mutually agreed upon by the Indemnifying Person and the Indemnified Person (the “Arbitrator”). The Indemnifying Person and the Indemnified Person shall each use commercially reasonable efforts to cause the Arbitrator to review the calculation of Tax Benefits recognized and related documents and records necessary to support such calculation and determine the Tax Benefits recognized by the Indemnified Person within forty-five (45) days after the submission of the calculation to the Arbitrator. The decision of the Arbitrator shall be final and binding upon the parties and shall be non-appealable. Upon determination of the Tax Benefits recognized by the Arbitrator, the Indemnified Person shall pay promptly to the Indemnifying Person the amount of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; providedincrease, that for if any, in the purpose amount of calculating such Tax BenefitBenefits recognized as calculated by the Arbitrator over the amount calculated by the Indemnified Person. The fees of the Arbitrator shall be borne 50% by the Indemnifying Person and 50% by the Indemnified Person. For this purpose, such Tax Indemnitee the Indemnified Person shall be deemed to utilize all other items of incomerecognize a tax benefit (“Tax Benefit”) with respect to a taxable year if, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Indemnified Person’s cumulative liability for Income Taxes payable by through the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment end of such Loss or Taxestaxable year, computed in accordance with the ordering rules set forth above. Notwithstanding anything calculated by excluding any Income Tax items attributable to the contrary in this clause (a)Losses from all taxable years, in calculating any exceeds the Indemnified Person’s actual cumulative Income Tax Benefitliability through the end of such taxable year, a Tax Indemnitee, to the extent not prohibited calculated by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account any Income Tax items attributable to the Losses for all tax items of such taxable years as provided for by the relevant Income Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borrowerlaw.

Tax Benefits. (a) Except as set forth below, Parent shall be entitled to any benefits refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which Parent is liable hereunder, SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which SpinCo is liable hereunder and a Company (the first Company) receiving or having Affiliates receiving a refund to which another Company (the second Company) is entitled hereunder shall pay over such refund to the second Company within 30 days after such refund is received (together with respect interest computed at the Prime Rate based on the number of days from the date the refund was received to Taxes which are the date the refund was paid over). The second Company, upon the written request of the first Company, shall promptly repay the first Company the amount paid over pursuant to the preceding sentence (together with any penalties, interest or other charges imposed by the relevant Tax Authority) in the event that the first Company or any Affiliate is required to repay such refund to such Tax Authority. (b) If a member of the SpinCo Group actually and currently realized by realizes in cash any Tax Indemnitee, Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which are attributable solely a member of the Parent Group is liable hereunder (or to the incurrence tax basis or payment by any Tax Attribute of a member of the Parent Group) (a “Parent Final Determination Adjustment”) and such Tax Indemnitee Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), or if a member of the Parent Group actually realizes in cash any indemnified Losses Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the SpinCo Group is liable hereunder (or Taxes to the tax basis or an event giving rise any Tax Attribute of a member of the SpinCo Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), SpinCo or Parent, as the case may be, shall make a payment to either Parent or SpinCo, as appropriate, within 30 days following such Losses or Taxes; provided, that for actual realization of the purpose of calculating such Tax Benefit, in an amount equal to such Tax Indemnitee shall be deemed to utilize all other items Benefit actually realized in cash (including any Tax Benefit actually realized in cash as a result of incomethe payment), gain, loss, deduction or credit, including those that arise outside plus interest on such amount computed at the scope Prime Rate based on the number of this Agreement, before utilizing any item arising days from the incurrence or payment date of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a such actual realization of the Tax Benefit to the extent thatdate of payment of such amount under this Section 6.01(b). In the case of a Parent Final Determination Adjustment, then, upon the written request of and at the expense of Parent, SpinCo shall (and, if applicable, shall cause the relevant member of the SpinCo Group to) amend any Tax Return thereof to the extent such time asamendment would result in a corresponding or correlative Tax Benefit (which shall include, without limitation, any step-up in tax basis). (c) No later than 30 days after a Tax Benefit described in Section 6.01(b) is actually realized in cash by a member of the Parent Group or a member of the SpinCo Group, Parent (if a member of the Parent Group actually realizes such Tax Benefit) or SpinCo (if a member of the SpinCo Group actually realizes such Tax Benefit) shall provide the other Company with a written calculation of the amount payable to such other Company by Parent or SpinCo, as the case may be, pursuant to this Section 6. In the event that Parent or SpinCo, as the case may be, disagrees with any such calculation described in this Section 6.01(c), Parent or SpinCo, as the case may be, shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.01(c). Parent and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would under this Section 6 shall be required to pay but for the incurrence or payment of such Loss or Taxes, computed determined in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items disagreement resolution provisions of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit Section 13 as the Borrowerpromptly as practicable.

Tax Benefits. (a) Except as set forth below, Grace shall be entitled to any benefits refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which Grace is liable hereunder, GCP shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which GCP is liable hereunder and a Company (the first Company) receiving a refund to which another Company (the second Company) is entitled hereunder shall pay over such refund to the second Company within 30 days after such refund is received (together with respect interest computed at the Prime Rate based on the number of days from the date the refund was received to Taxes which are the date the refund was paid over). The second Company, upon the request of the first Company, shall promptly repay the first Company the amount paid over pursuant to the preceding sentence (together with any penalties, interest or other charges imposed by the relevant Tax Authority) in the event that the first Company is required to repay such refund to such Tax Authority. (b) If a member of the GCP Group actually and currently realized by realizes in cash any Tax Indemnitee, Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which are attributable solely a member of the Grace Group is liable hereunder (or to the incurrence tax basis or payment by any Tax Attribute of a member of the Grace Group) (a “Grace Final Determination Adjustment”) and such Tax Indemnitee Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), or if a member of the Grace Group actually realizes in cash any indemnified Losses Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the GCP Group is liable hereunder (or Taxes to the tax basis or an event giving rise any Tax Attribute of a member of the GCP Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), GCP or Grace, as the case may be, shall make a payment to either Grace or GCP, as appropriate, within 30 days following such Losses or Taxes; provided, that for actual realization of the purpose of calculating such Tax Benefit, in an amount equal to such Tax Indemnitee shall be deemed to utilize all other items Benefit actually realized in cash (including any Tax Benefit actually realized as a result of incomethe payment), gain, loss, deduction or credit, including those that arise outside plus interest on such amount computed at the scope Prime Rate based on the number of this Agreement, before utilizing any item arising days from the incurrence or payment date of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a such actual realization of the Tax Benefit to the extent thatdate of payment of such amount under this Section 6.01(b). In the case of a Grace Final Determination Adjustment, then, upon the written request of and at the expense of Grace, GCP shall (and, if applicable, shall cause the relevant member of the GCP Group to) amend any Tax Return thereof to the extent such time asamendment would result in a corresponding or correlative Tax Benefit (which shall include, without limitation, any step-up in tax basis). (c) No later than 30 days after a Tax Benefit described in Section 6.01(b) is actually realized in cash by a member of the Grace Group or a member of the GCP Group, Grace (if a member of the Grace Group actually realizes such Tax Benefit) or GCP (if a member of the GCP Group actually realizes such Tax Benefit) shall provide the other Company with a written calculation of the amount payable to such other Company by Grace or GCP pursuant to this Section 6. In the event that Grace or GCP disagrees with any such calculation described in this Section 6.01(c), Grace or GCP shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.01(c). Grace and GCP shall endeavor in good faith to resolve such disagreement, and, failing that, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would under this Section 6 shall be required to pay but for the incurrence or payment of such Loss or Taxes, computed determined in accordance with the ordering rules disagreement resolution provisions of Section 14 as promptly as practicable. (d) GCP shall be entitled to any refund that is attributable to, and would not have arisen but for, a GCP Carryback pursuant to the proviso set forth abovein Section 4.07. Notwithstanding anything Any such payment of such refund made by Grace to the contrary GCP pursuant to this Section 6.01(d) shall be recalculated in this clause light of any Final Determination (a)or any other facts that may arise or come to light after such payment is made, in calculating any such as a carryback of a Grace Group Tax Benefit, Attribute to a Tax Indemnitee, to Period in respect of which such refund is received) that would affect the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect amount to which such Tax Indemnitee or affiliate GCP is entitled to indemnification with respect to Taxesentitled, and an appropriate adjusting payment shall be made by GCP to Grace such that the aggregate amounts paid pursuant to this Section 6.01(d) equals such recalculated amount (ii) in which with interest computed at the Borrower is a U.S. Borrower with a similar or lesser credit as the BorrowerPrime Rate).

Tax Benefits. any benefits with respect to Taxes which are actually and currently realized by any Tax Indemnitee, which are attributable solely to the incurrence or payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent (i) For each taxable period that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. ii) For purposes of this provisionAgreement: (A) With respect to Parent Holdings, “Similar Loans” means loans (i) in which the Tax Indemnitee FNH, CFB or any affiliate thereof is a participant subsidiary of CFB, the "Tax Benefits" shall be the sum of (1) the excess (if any) of "deductible temporary differences" over "taxable temporary differences" as those terms are defined in Statement of Financial Accounting Standards No. 109 ("SFAS 109") (including, without limitation, net operating loss, capital loss, credit carryovers, including alternative minimum tax credit, and other carryovers but not including any tax benefits taken into account in determining the aggregate amount of payments to the holders of the CALGZs and CALGLs immediately after the Effective Date) not including the amount of any taxable temporary difference attributable to the Goodwill Litigation (but taking into account the deconsolidation of Parent Holdings and FNH from the Mafco Holdings Inc. group and the ownership change that will occur with respect to which Parent Holdings and FNH under Section 382 of the Code as a result of the Mergers), as reviewed and attested to by KPMG Peat Marwick LLP; provided, however, such Tax Indemnitee amount shall be adjusted for any final determination of tax liability or affiliate is entitled to indemnification with respect to Taxestax attributes for taxable periods ending on or before the date of the Effective Time; provided further, however, that such deductible temporary differences and taxable temporary differences shall not be adjusted for any purchase accounting adjustments as a result of the transactions contemplated by this Agreement, and (ii2) any federal income tax benefit (other than tax benefits taken into account in which determining the Borrower is a U.S. Borrower with a similar aggregate amount of payments to the holders of the CALGZs and CALGLs) actually realized by the Taxpayer in any Taxable Period by reason of the treatment as interest under Section 483 of the Code (or lesser credit as any successor provision thereto) of any Tax Payment, payment of the BorrowerGoodwill Recovery Shares Number or payment of the Xxxxxxx Recovery Shares Number or any other payment under Section 1.6 hereof, or any increase in Tax Payment, payment of the Goodwill Recovery Shares Number or payment of the Xxxxxxx Recovery Shares Number or any other payment under Section 1.6 hereof.

Tax Benefits. (a) If, as a result of any benefits final determination with respect to any Tax Item for a Pre-Closing Period, there is an increase (i) in Taxes of any QNX Entity in respect of which Parent has indemnified a Buyer Tax Indemnitee pursuant to Section 6.2(a), or (ii) in Taxes for which Parent (or with respect to any Taxes paid on or prior to the Closing Date, any QNX Entity) is or was otherwise liable (and, in the case of such Taxes in this clause (ii), which Parent (or any QNX Entity) has paid on or prior to the Closing Date and which are not Buyer Taxes), and, solely as a result of such final determination, any QNX Entity (or Buyer or any of its Subsidiaries or Affiliates) actually and currently realized by realizes a Tax Benefit for any Post-Closing Period (it being understood that Buyer agrees to file or cause to be filed (or shall cause the relevant QNX Entity to file or cause to be filed) all Tax IndemniteeReturns (including amended Tax Returns) or other documents, which are attributable solely to the incurrence or payment by such Tax Indemnitee of extent permitted under Applicable Law, claiming (x) any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed (y) any refund to utilize all other items of income, gain, loss, deduction which Parent is entitled under Section 6.7(b) below or credit, including those that arise outside the scope of this Agreement, before utilizing (z) any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent thatwhich Parent is entitled under Section 6.15 (whether as a payment to Parent or as a reduction of an indemnification payment required to be made by Parent)), and at such time asthen Buyers shall pay, or cause to be paid, to Parent the amount of Taxes payable by such Tax Benefit, provided, however, that any such amount shall not exceed the amount which Parent has paid to the Buyer Tax Indemnitee Indemnitees in respect of such final determination (a “Tax Timing Payment”). Any such Tax Timing Payment shall be paid no later than thirty (30) days of the filing of any Tax Return in which such Tax Benefit is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth aboverealized. Notwithstanding anything to the contrary in this clause (a)Agreement, in calculating the Buyers shall not be required to make any Tax BenefitTiming Payment under this Section 6.7(a) in respect of any Tax Benefit that is realized with respect to any taxable period following the seventh taxable period after the Closing Date. (b) Parent shall be entitled to any Tax refund (whether paid in cash or by credit of or against Taxes) of, a Tax Indemniteeor attributable to, the QNX Entities in respect of any Pre-Closing Period (to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan refund was not specifically included as a Current Asset on the Closing Date Balance Sheet or the Closing Date Working Capital Statement (or the applicable worksheets thereto)), and Similar LoansBuyers shall pay, or cause to be paid, to Parent any such Tax Indemnitee has refund, net of any Taxes on the capacity to use some receipt thereof, within fifteen (15) calendar days of receipt or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borrowerentitlement thereto.

Tax Benefits. (a) Distributing shall be entitled to any benefits with respect to Taxes which are Tax Benefits (including, in the case of any refund received, any interest thereon actually and currently realized received from the applicable Taxing Authority) received by any member of the Distributing Group or any member of the Controlled Group, other than any Tax IndemniteeBenefits (or any amounts in respect of Tax Benefits) to which Controlled is entitled pursuant to Section 8(b). Controlled shall not be entitled to any Tax Benefits received by any member of the Distributing Group or the Controlled Group, which are attributable solely to except as set forth in Section 8(b). (b) Controlled shall be entitled to: (i) retain any Tax Benefits (including, in the incurrence or payment by such Tax Indemnitee case of any indemnified Losses or Taxes or refund received, any interest thereon actually received from the applicable Taxing Authority) received from an event giving rise to such Losses or Taxes; provided, that applicable Taxing Authority after the Distribution Date in respect of Tax for which a member of the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of Controlled Group is liable under this Agreement, before utilizing ; (ii) any item arising from payment in respect of Tax Benefits to which Controlled is entitled under Section 6; and (iii) the incurrence or payment Tax Benefit of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed deductions to have actually and currently realized and utilized which Controlled is entitled under Section 7. (c) To the extent permitted by Applicable Law, a Company receiving a Tax Benefit to the extent that, and at such time as, which another Company is entitled hereunder (a “Tax Benefit Recipient”) shall pay over the amount of such Tax Benefit (including interest received from the relevant Tax Authority, but net of any Taxes payable imposed with respect to such Tax Benefit and any other reasonable costs) within five (5) Business Days of receipt thereof; provided, however, that the other Company, upon the request of such Tax Benefit Recipient, shall repay the amount paid to the other Company (plus any penalties, interest or other charges imposed by the relevant Tax Indemnitee Authority) in the event, as a result of a subsequent Final Determination, a Tax Benefit that gave rise to such payment is actually reduced below subsequently disallowed. (d) Where a Tax Benefit is received in the form of a deduction from, or credit or other offset applied against, other or future Tax liabilities, reimbursement with respect to such Tax Benefit shall be due within five (5) Business Days from the due date for payment of the Tax from or against which such Tax Benefit has been deducted, credited or otherwise offset. (e) Within 90 days after the ASCO Power Charitable Contribution, Controlled shall remit to Distributing an amount in cash equal to the product of (i) the amount of Taxes such the Tax Indemnitee would deduction Controlled reasonably expects to claim in respect of the ASCO Power Charitable Contribution, which shall be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance consistent with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all fair market valuation of the Tax Benefits and some or all of the tax benefits generated Donation Property conducted by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxesqualified appraiser, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borrower38%.

Tax Benefits. any benefits with respect Any indemnity payments made pursuant to Taxes which are actually and currently realized by Article VIII shall be increased to account for any Tax Indemnitee, which are attributable solely to cost incurred by the incurrence or Tax Indemnified Party upon the receipt of such payment by (grossed up for such Tax Indemnitee increase) and shall be made net of any Tax Benefit realized or utilized by the Tax Indemnified Party that results from the payments of the amounts indemnified Losses or Taxes or an event against giving rise to such Losses indemnity payments. For purposes of determining the amount of any Tax Benefit or Taxes; provided, that for Tax cost incurred by the purpose of calculating such Tax Benefit, such Tax Indemnitee Indemnified Party shall be deemed to utilize all other items pay Tax at the highest United States federal income tax corporate marginal rate in effect in the year such indemnifiable Loss is incurred and the recipient of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee Benefit shall be deemed to have actually and currently realized and utilized a realize or utilize any Tax Benefit to in the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes first taxable year that such Tax Indemnitee would Benefit may be required to pay but for the incurrence realized or payment utilized under Requirements of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, Law after taking into account all tax items other Tax Attributes of such indemnified party and the projected utilization of such Tax Indemnitee other than from this Loan and Similar Loans, Attributes as computed by the recipient of such Tax Indemnitee has Benefit. If a Tax Benefit resulting from an indemnifiable loss is available in multiple Tax years, the capacity to use some or all amount of the such Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For Benefit for purposes of this provisionSection 8.11(a) shall be the net present value of all of such available Tax Benefits, “Similar Loans” means loans (i) calculated by using a discount rate equal to the long-term applicable federal rate for the month in which such indemnifiable loss is incurred. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the Tax Indemnitee execution of Form 870-AD or any affiliate thereof is a participant and successor form) with respect to which such the Tax Indemnitee or affiliate is entitled to indemnification with respect to Indemnified Party’s liability for Taxes, and (ii) in which any payments, if necessary, by the Borrower is a U.S. Borrower with a similar Tax Indemnified Party or lesser credit as the BorrowerTax Indemnifying Party to reflect such adjustment shall be made if necessary within 10 days of such determination.

Tax Benefits. any benefits Any Tax Benefit realized by the Purchaser or the Company and its Subsidiaries with respect to any Post-Closing Tax Period ending prior to January 1, 2015 that relates to the Taxes of the Company or any of its Subsidiaries for a Pre-Closing Tax Period shall be for the account of the Shareholder, and the Purchaser shall pay over to the Shareholder any such Tax Benefit within fifteen (15) days after receipt thereof. Any Tax Benefit realized with respect to a Pre-Closing Tax Period that is attributable to any carryback of any tax attribute arising in any Post-Closing Tax Period shall be for the Purchaser’s account, provided that for purposes of determining the extent to which are actually and currently realized by any Tax IndemniteeBenefit is attributable to a carryback from a Post-Closing Tax Period, which are attributable solely all tax items arising in all Pre-Closing Tax Periods shall be taken into account before any tax attributes carried back from any Post-Closing Tax Period. The Shareholder shall pay over to the incurrence or payment by Purchaser any such Tax Indemnitee Benefit within fifteen (15) days after receipt thereof. Any other provisions of this Agreement to the contrary notwithstanding, any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Transaction Tax Benefit, such Tax Indemnitee Deductions shall be deemed to utilize all other items of incometreated, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent thatpermitted by applicable Law, as attributable to a Pre-Closing Tax Period, and at any Tax Benefit attributable to such time asTransaction Tax Deductions, regardless of the Tax period in which such Tax Benefit is realized, shall be for the Shareholder’s account according to this Section 6.8(d). Except as otherwise required by applicable Law, the amount of Taxes payable by Purchaser shall prepare and file all applicable Tax Returns in a manner that maximizes the Tax Indemnitee is actually reduced below Benefits available to the amount Shareholder as a result of the Transaction Tax Deductions. The calculation of the Tax Benefit relating to any taxable period shall take into account any corresponding increase in Taxes such due for any taxable period. For example, the Tax Indemnitee would Benefit attributable to any reduction in state Taxes will be required to pay but calculated net of any corresponding increase in federal income Tax. Any Tax Benefit for any Straddle Period shall be prorated between the incurrence or payment of such Loss or Taxes, computed Shareholder and the Purchaser in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (aprinciples of Section 6.8(c), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borrower.

Tax Benefits. (a) Except as set forth below, Parent shall be entitled to any benefits Refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which Parent is liable hereunder, CoalCo shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which CoalCo is liable hereunder and a Company receiving a Refund to which another Company is entitled hereunder in whole or in part shall pay over such Refund (or portion thereof) to such other Company within 90 days after such Refund is received (together with respect to Taxes which are actually and currently realized by any Tax Indemnitee, which are attributable solely interest computed at the Prime Rate based on the number of days from the date the Refund was received to the incurrence or payment by such Tax Indemnitee of date the Refund was paid over). (b) CoalCo shall be entitled to any indemnified Losses or Taxes or an event giving rise Refund that is attributable to, and would not have arisen but for, a CoalCo Carryback Item pursuant to such Losses or Taxesthe proviso set forth in Section 4.07; provided, that for however, CoalCo shall indemnify and hold the purpose members of calculating the Parent Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the Parent Group or an Affiliate thereof if (x) such Tax BenefitAttributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such Tax Indemnitee shall be deemed Attributes is postponed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A a later Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by Period than the Tax Indemnitee is actually reduced below the amount of Taxes Period in which such Tax Indemnitee Attributes would be required to pay have been utilized but for the incurrence or such Carryback. Any such payment of such Loss Refund made by Parent to CoalCo pursuant to this Section 6.01(b) shall be recalculated in light of any Final Determination (or Taxesany other facts that may arise or come to light after such payment is made, computed in accordance with the ordering rules set forth above. Notwithstanding anything such as a carryback of a Parent Group Tax Attribute to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to Period in respect of which such Refund is received) that would affect the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect amount to which such Tax Indemnitee or affiliate CoalCo is entitled to indemnification with respect to Taxesentitled, and an appropriate adjusting payment shall be made by CoalCo to Parent such that the aggregate amount paid pursuant to this Section 6.01(b) equals such recalculated amount (ii) in which with interest computed at the Borrower is a U.S. Borrower with a similar or lesser credit as the BorrowerPrime Rate).

Tax Benefits. any benefits The amount of Losses with respect to Taxes which are actually and currently realized by an Indemnified Party is to be indemnified pursuant to Article IX initially shall be determined without regard to any Tax IndemniteeBenefit. However, which are attributable solely to the incurrence extent that the Indemnified Party actually realizes a tax benefit (a “Tax Benefit”) with respect to any payment for Losses made hereunder through a refund of Taxes or payment reduction in actual amount of Taxes that otherwise would be payable by the Indemnified Party, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax Indemnitee Benefit (but not in excess of any indemnified Losses the indemnification payment or Taxes or an event giving rise payments actually received from the Indemnifying Party with respect to such Losses Losses) at such time or Taxes; provided, times as and to the extent that for the purpose Indemnified Party or any Affiliate of calculating such Indemnified Party actually realizes such Tax Benefit. For this purpose, such Tax Indemnitee Benefits shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, calculated by computing the amount of Taxes payable before and after inclusion of any Tax items attributable to such Losses for which indemnification was made and treating such Tax items as the last items claimed for any taxable period and shall be reduced by the Tax Indemnitee is actually reduced below the amount of Taxes any related Tax detriment suffered by the Indemnified Party. Buyer, on the one hand, and MNST, on the other hand, agree to provide the other or its designated representatives with assistance and such documents and records reasonably requested by them that are relevant to their ability to determine when an amount is payable to, or receivable from, the other party pursuant to this Section 9.9, including copies of Tax Indemnitee would returns, estimated tax payments, schedules and related supporting documents. If any adjustments are made to any Tax Return relating to the Indemnified Party for any taxable period as a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or as the result of the filing of an amended return to reflect the consequences of any determination made in connection with any such audit or proceeding and if such adjustment results in any change in the amount of any Tax Benefit or Tax detriment to the Indemnified Party, appropriate payments will be required to pay but for made between the incurrence or payment of such Loss or Taxes, computed Indemnifying Party and the Indemnified Party in accordance with the ordering rules set forth above. Notwithstanding anything previous sentence to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of properly reflect such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borroweradjustment amount.

Tax Benefits. (a) The amount of any benefits with respect Damage for which indemnification is provided shall be reduced to Taxes which are actually and currently take account of any net Tax Benefit realized by any Tax Indemnitee, which are attributable solely to an indemnified party arising from the incurrence or payment by such Tax Indemnitee of any such Damage. If the indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating party realizes any such Tax Benefit, then the indemnified party shall pay an amount to the indemnitor, at the time such Tax Indemnitee Benefit is realized, equal to the Tax Benefit, provided that in the event an amount payable by the indemnitor is reduced by the amount of such Tax Benefit and there is a disallowance of such Tax Benefit by a Governmental Body such that the indemnified party is not entitled to all or any portion of such Tax Benefit, then the indemnitor shall pay to the indemnified party the amount of the Tax Benefit that was disallowed. For purposes of this Agreement, the term “Tax Benefit” shall mean the amount of the reduction in the liability for Taxes as a result of the payment or accrual by any Person of any loss, expense, other amount or Tax. In computing the amount of any such Tax Benefit, the indemnified party shall be deemed to utilize recognize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, credit before utilizing recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss or TaxDamage. A Tax Indemnitee shall Benefit will be deemed considered to have actually and currently be realized and utilized a for purposes of this Section 10.10 on (a) the date on which the Tax Benefit is received as a refund of Taxes, or (b) to the extent thatthat the Tax Benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes, and at the due date of the Tax Return that reflects such time aschange in liability for Taxes. (b) Any indemnification payments made hereunder shall be considered, to the extent permissible under applicable law, as adjustments to the Purchase Price for all Tax purposes. In the event that any such payment does not constitute an adjustment to Purchase Price under any Tax law, the amount of Taxes payable by the Tax Indemnitee is actually reduced below such payment shall be grossed up to account for the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory due with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loanspayment, such Tax Indemnitee has that the capacity to use some or all recipient receives from the indemnifying party the full amount of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans payment to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or recipient is entitled, net of any affiliate thereof is a participant and Taxes due with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borrowerpayment.

Tax Benefits. (a) Except as otherwise provided herein, (i) LG Parent shall be entitled to any benefits Refund of any Taxes for which LG Parent is liable hereunder and (ii) Pubco shall be entitled to any Refund of any Taxes for which Pubco is liable hereunder (other than any Refund to which LG Parent is entitled pursuant to clause (i) above). The Company receiving a Refund to which another Company is entitled hereunder, in whole or in part, shall pay over the amount of such Refund (or portion thereof), and any interest on such amount received from the applicable Tax Authority, but net of any reasonable costs and expenses (including any Taxes and reasonable professional fees) incurred by the Company (or a member of its Group) receiving such Refund in connection with obtaining or securing such Refund, to such other Company within thirty (30) Business Days after the receipt of such Refund or application of such Refund against Taxes otherwise payable. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over pursuant to the immediately preceding sentence is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company. (b) If (i) a member of the StudioCo Group Actually Realizes any Tax Benefit (A) as a result of the utilization of any LG Parent Tax Asset or (B) as a result of any liability, obligation, loss or payment (each, a “Loss”) for which a member of the Parent Group is required to indemnify any member of the StudioCo Group pursuant to the Separation Agreement, this Agreement or any other Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under the Separation Agreement, this Agreement or any other Ancillary Agreement) or (ii) a member of the Parent Group Actually Realizes any Tax Benefit (A) as a result of the utilization of any Studio Tax Asset or (B) as a result of any Loss for which a member of the StudioCo Group is required to indemnify any member of the Parent Group pursuant to the Separation Agreement, this Agreement or any other Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under the Separation Agreement, this Agreement or any other Ancillary Agreement), Pubco or LG Parent, as the case may be, shall make a payment to the other Company in an amount equal to the amount of such Actually Realized Tax Benefit in cash within thirty (30) Business Days of such Tax Benefit being Actually Realized; provided that no Company (or any Affiliates of any Company) shall be obligated to make a payment otherwise required pursuant to this Section 6.01(b) to the extent making such payment would place such Company (or any of its Affiliates) in a less favorable net after-Tax position than such Company (or such Affiliate) would have been in if the relevant Tax Benefit had not been Actually Realized. To the extent that any Tax Benefit (or portion thereof) in respect of which any amounts were paid over pursuant to the foregoing provisions of this Section 6.01(b) is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company. (c) No later than twenty (20) Business Days after a Tax Benefit described in Section 6.01(b) is Actually Realized by a member of the Parent Group or a member of the StudioCo Group, LG Parent (if a member of the Parent Group Actually Realizes such Tax Benefit) or Pubco (if a member of the StudioCo Group Actually Realizes such Tax Benefit), as the case may be, shall provide the other Company with a written statement detailing the amount payable to the other Company pursuant to Section 6.01(b) and describing in reasonable detail the particulars relating thereto. In the event that LG Parent or Pubco, as the case may be, disagrees with any such calculation described in this Section 6.01(c), LG Parent or Pubco shall so notify the other Company in writing within fifteen (15) Business Days of receiving such written calculation. LG Parent and Pubco shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Article 6 shall be determined in accordance with the dispute-resolution provisions of Article 12 as promptly as practicable. (d) LG Parent shall be entitled to any Refund Actually Realized by a member of the StudioCo Group that is attributable to, and would not have arisen but for, an LG Parent Carryback that is required under applicable Tax Law and is not effected in violation of Section 4.06; provided, however, that LG Parent shall indemnify and hold the members of the StudioCo Group harmless from and against any and all collateral Tax consequences resulting from, attributable to or caused by any such LG Parent Carryback, including (but not limited to) the loss or postponement of any benefit from the use of any Studio Tax Asset if (x) such Studio Tax Asset expires unutilized, but would have been utilized but for such LG Parent Carryback, or (y) the use of such Studio Tax Asset is postponed to a later taxable period than the taxable period in which such Studio Tax Asset would have been utilized but for such LG Parent Carryback. Any such payment of such Refund made by any member of the StudioCo Group to LG Parent pursuant to this Section 6.01(d) shall be recalculated as appropriate in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a Tax Asset of the StudioCo Group to a Tax Period in respect of which such Refund is received) that would affect the amount to which LG Parent is entitled, and an appropriate adjusting payment shall be made by LG Parent to the StudioCo Group such that the aggregate amount paid pursuant to this Section 6.01(d) equals such recalculated amount. (e) Any determinations with respect to Taxes any Refund or other Tax Benefit to which are actually and currently realized by a Group may be entitled pursuant to any of the foregoing provisions of this Section 6.01 shall be made without duplication of any Refund, Tax Indemnitee, which are attributable solely Benefit or Tax Item to the incurrence extent already taken into account (i) in determining any entitlement of such Group to any amounts pursuant to any other provision of this Section 6.01 or payment by this Agreement or (ii) to reduce any liability for Taxes of such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope Group under Article 2. (f) For purposes of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Taxes payable any Refund required to be paid to another Company shall be reduced by the Tax Indemnitee is actually reduced below the net amount of any Taxes such Tax Indemnitee would be required imposed on, related to pay but for or attributable to the incurrence receipt or payment accrual of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the BorrowerRefund.

Tax Benefits. any benefits with respect (a) Purchaser shall be entitled to Taxes which are actually and currently realized retain the Tax benefit received by any IM Business Entity from the use in any Pre-Closing Tax Indemnitee, which are attributable solely to the incurrence or payment by such Tax Indemnitee Period of a carryback of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment Asset of any indemnified Loss or Tax. A IM Business Entity arising in a Post-Closing Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit Period to the extent thatsuch carryback is required by applicable Law. To the extent that such Tax benefit is a refund that is sent by the Taxing Authority to the Seller, and at Seller agrees to pay over such time as, refund to Purchaser. Such benefit shall be considered equal to the excess of (i) the amount of Taxes that would have been payable by the Tax Indemnitee is actually reduced below IM Business Entities in the absence of such carryback over (ii) the amount of Taxes actually payable by the IM Business Entities (taking into account any Tax refund, credit, offset or other reduction in Tax liability resulting from the carryback). If Seller pays over any refund to Purchaser and, subsequent to any such payment, there is (A) a Final Determination which results in a disallowance or a reduction of the Tax Asset so carried back or (B) a reduction in the amount of the benefit realized by the IM Business Entities from such Tax Indemnitee would be required Asset as a result of a Final Determination or the use of a Tax Asset of any Seller Group, Purchaser shall repay to pay but for the incurrence or payment Seller, within thirty (30) days of such Loss event described in (A) or Taxes(B), computed any amount that would not have been payable to Purchaser pursuant to this Section 5.05(a) had the amount of the benefit been determined in accordance light of such events. To the extent that an event described in (A) or (B) above results in the Seller or any of its Affiliates making a payment to a Taxing Authority or making a deposit with a Taxing Authority to stop the ordering rules set forth above. Notwithstanding anything running of interest, Purchaser shall pay Seller interest at a rate per annum equal to the contrary Prime rate as published in this clause (a)the Wall Street Journal, in calculating any Tax BenefitEastern Edition, a Tax Indemnitee, to or the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory equivalent rate with respect to all other Similar Loansthe jurisdiction and currency, it being understood on the amount repaid to Seller from the date such amount was paid by Seller to Purchaser until such repayment. In addition, Purchaser shall hold Seller harmless for any penalty or interest payable by the IM Business Entities, Seller or any of its Affiliates as a result of any such event. Any such amount shall be paid by Purchaser to Seller within thirty (30) days of the payment by Seller of any such interest or penalty. Seller agrees, at the expense of Purchaser, to cause the IM Business Entities to file Tax Returns (including amended Tax Returns and claims for Tax refunds) reflecting the benefits to which they are entitled from the carrybacks described in this Section 5.05(a). (b) Purchaser agrees to pay to Seller any Tax refunds or credits received by an IM Business Entity with respect to a Pre-Closing Tax Period. If any Tax refunds or credits with respect to a Pre-Closing Tax Period are not permitted by Law or administrative practice to be claimed on a Tax Return for which the Seller has filing responsibility hereunder and are permitted by Law or administrative practice to be claimed on a Tax Return for which the Purchaser has filing responsibility hereunder, then the Purchaser shall, at the expense of Seller, claim such refund or credit and pay to the Seller the amount of any Tax benefit resulting from such refund or credit. If under applicable Tax Law, a refund or credit to which Seller is entitled under this Section 5.05(b) must be credited against a Post-Closing Period Tax rather than paid to the taxpayer in cash, and, as a result, the IM Business Entities actually reduce a Tax liability with respect to a Post-Closing Tax Period, Purchaser shall pay or cause to be paid to Seller the amount of the Tax benefit of such reduction in Tax liability. Such benefit shall be considered equal to the excess of (i) the amount of Taxes that if, after would have been payable by the IM Business Entities in the absence of such reduction over (ii) the amount of Taxes actually payable by the IM Business Entities (taking into account all tax items any Tax refund, credit, offset or other reduction in Tax liability resulting from the reduction). Purchaser agrees to pay the amount of such benefit to Seller within thirty (30) days of the filing of the applicable Tax Indemnitee other than from this Loan and Similar LoansReturn. If, such Tax Indemnitee has the capacity subsequent to use some any payment, there is (A) a Final Determination which results in a disallowance or all a reduction of the Tax Benefits and some refund or all credit or reduction in Tax liability or (B) a reduction in the amount of the tax benefits generated benefit realized by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits IM Business Entities from such Similar Loans Tax refund or credit or reduction as a result of a Final Determination or the use of a Tax Asset of Purchaser or its Affiliates, Seller shall repay to be applied last Purchaser, within thirty (30) days of such event described in (A) or (B), any amount that would not have been payable to avoid applying Seller pursuant to this Section 5.05(b) had the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also amount of the Tax Benefits from this Loan reduction been determined in calculating light of such events. To the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans extent that an event described in (iA) or (B) above results in which the Tax Indemnitee Purchaser or any affiliate thereof is of its Affiliates making a participant and payment to a Taxing Authority or making a deposit with a Taxing Authority to stop the running of interest, Seller shall pay Purchaser interest at a rate per annum equal to the Prime rate as published in the Wall Street Journal, Eastern Edition, or the equivalent rate with respect to which the jurisdiction and currency, on the amount repaid to Purchaser from the date such Tax Indemnitee amount was paid by Purchaser to Seller until such repayment. In addition, Seller shall hold Purchaser harmless from any penalty or affiliate is entitled interest payable by the IM Business Entities, Purchaser or any of its Affiliates as a result of any such event. Any such amount shall be paid by Seller to indemnification with respect to Taxes, and Purchaser within thirty (ii30) in which days of the Borrower is a U.S. Borrower with a similar payment by Purchaser of any such interest or lesser credit as the Borrowerpenalty.

Tax Benefits. any benefits If the amount with respect to Taxes which are actually and any claim is made under this Article VII (an "Indemnity Claim") gives rise to a currently realized by any realizable Tax Indemnitee, which are attributable solely Benefit to the incurrence or party making the claim, the indemnity payment shall be reduced by the amount of the Tax Benefit available to the party making the claim. To the extent such Tax Indemnitee of any indemnified Losses or Taxes or an event giving Indemnity Claim does not give rise to such Losses or Taxes; provided, that for the purpose of calculating such a currently realizable Tax Benefit, if the amount with respect to which any Indemnity Claim is made gives rise to a subsequent realizable Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Indemnitee Benefit when, as and if realized. For the purposes of this Agreement, any subsequently realizable Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the Liabilities of the parties shall be determined as though both occurred at or prior to the time of the indemnity payment, except to the extent otherwise agreed by the parties or determined to be incorrect. A "Tax Benefit" means an amount by which the Tax liability of the party (or group of corporations including the party) is reduced (including by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) plus any related interest received from the relevant taxing authority arising from the indemnified claim and taking into account any tax consequences arising as the result of the indemnity obligation and payment. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed to utilize all be realizable proportionately with any other items of incomelosses, gaindeductions, loss, deduction credits or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Taxitems. A Tax Indemnitee Benefit is "currently realizable" to the extent it can be reasonably anticipated that such Tax Benefit will be realized in the current taxable period or year or in any tax return with respect thereto (including through a carryback to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payment previously made to the indemnifying party pursuant to this Section 7.3(d). The amount of the refunded reduction or payment shall be deemed a payment under this Section 7.3(d) and thus shall be paid subject to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in any applicable reductions under this clause (aSection 7.3(d), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borrower.

Tax Benefits. Notwithstanding any benefits provision in this Agreement to the contrary, all indemnification payments for Losses under this ARTICLE VIII shall be paid by the indemnifying party without reduction for any Tax Benefits available to the indemnified party. However, to the extent that an indemnified party has recognized a Tax Benefit (i) in respect of any Losses for which such indemnified party is entitled to indemnification under this ARTICLE VIII, and (ii) (a) in the taxable period or year in which the Losses are incurred, (b) in the taxable period or year in which payment is made on account of such Losses, or (c) within three taxable years after the taxable period or year specified in (a) or (b), the indemnified party shall promptly pay to the indemnifying party an amount in cash equal to the amount of such Tax Benefit (but not in excess of the indemnification payment or payments actually received from the indemnifying party with respect to Taxes which are actually such Losses). For purposes of this Section 8.8, the indemnified party shall recognize a tax benefit (“Tax Benefit”) with respect to a taxable year if, and currently realized by any Tax Indemnitee, which are attributable solely to the incurrence or payment extent that, the indemnified party’s cumulative liability for income taxes through the end of such taxable year, calculated by excluding any income tax items attributable to the Losses from all taxable years, exceeds the indemnified party’s actual cumulative income tax liability through the end of such taxable year, calculated by taking into account any income tax items attributable to the Losses for all taxable years as provided for by the relevant income Tax Indemnitee Law. In computing the amount of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee (i) the indemnified party shall be deemed to utilize recognize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, credit before utilizing recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) Taxes imposed under Section 59A of the Code shall be taken into account. This Section 8.8 shall not be construed to require any indemnified party to (x) amend any Tax Return (y) pay any amount to an indemnifying party the payment of which would place the indemnified party in which a less favorable net after-Tax position than the Borrower indemnified party would have been in if the Losses subject to indemnification and giving rise to the Tax Benefit had not been incurred and the indemnification payments with respect to such Losses had never been paid, or (z) make available its Tax Returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. An indemnifying party, upon the request the indemnified party, shall repay to the indemnified party the amount paid to such indemnifying party pursuant to this Section 8.8 (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event that the indemnified Party is required to repay a U.S. Borrower with a similar or lesser credit as the Borrowerrelated Tax Benefit to such Taxing Authority.

Tax Benefits. (i) If as the result of any benefits audit adjustment (or adjustment in any litigation, proceeding or other action with respect to Taxes) made with respect to any Tax Item which relates to or affects any Taxes which are actually imposed on or in respect of the Company or its Subsidiaries or any of their respective assets or activities for any Pre-Closing Tax Period (such audit a (I) Buyer, any Affiliate of Buyer, the Company, or any of its Subsidiaries incurs any additional, actual, out of pocket cash Tax in a Post-Closing Tax Period, and currently realized (II) Seller or any Affiliate of Seller receives a Tax Benefit in excess of what it would have received in the absence of such Pre-Closing Tax Audit, then Seller will pay to Buyer the amount of Buyer’s and its Affiliate’s (other than the Company or its Subsidiaries) Damages resulting from such additional Tax, but only to the extent of Seller’s and its Affiliate’s Tax Benefit, within thirty (30) days prior to the due date for making payment of such additional Tax. (ii) If as the result of any Pre-Closing Tax Audit by any Tax Indemnitee, which are attributable solely to the incurrence authority or payment by such Tax Indemnitee as a result of any indemnified Losses or Taxes indemnification provided by Buyer under this Agreement (A) a Tax described in Section 8.02(b)(iii) is imposed and is paid by Buyer, or an event giving rise to such Losses Affiliate of Buyer, or Taxes; providedBuyer, that for or an Affiliate of Buyer (other than the purpose Company or its Subsidiaries), makes a payment under any indemnification obligation provided hereunder and (B) as a result, the Company or any of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items its Subsidiaries or Seller or any of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized its Affiliates receives a Tax Benefit to in excess of what it would have received in the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment absence of such Loss audit or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law other adjustment or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loanspayment, it being understood that ifBuyer agrees to file or cause to be filed (or shall cause the Company to file or cause to be filed) (including amended Tax Returns) or other documents claiming any such Tax Benefit at Buyer’s expense, after taking into account all tax items then Seller or the Company, as the case may be, shall pay to Buyer the amount of such Tax Indemnitee other than from this Loan and Similar Loans, Benefit within thirty (30) days of filing the Tax Return in which such Tax Indemnitee has Benefit is deemed to be realized, received or utilized, or, in the capacity case of a Tax Benefit that is a refund, within thirty (30) days of receipt of such refund. For the absence of doubt, if an indemnity payment is made to use some Seller under Section 8.02(b)(iii) or all otherwise pursuant to this Agreement, and a Tax Benefit is realized, received or utilized by the Company or any of its Subsidiaries, the amount of the Tax Benefits Benefit that shall be payable to Buyer pursuant to this Section 8.02(f) (X) if such amount is paid by Seller, shall be the portion of such Tax Benefit allocable to Seller and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans andits Affiliates, based on this nonthe aggregate percentage ownership of the Company owned by Seller and its Affiliates and (Y) if such amount is paid by the Company, shall be the full amount of such Tax Benefit. If as a result of a Pre-discriminatory provisionClosing Tax Audit involving Comfort Products or the Comfort Products Contributed Assets (I) Seller, also any Affiliate of Seller, the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provisionCompany, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is of its Subsidiaries incurs any additional, actual, out of pocket cash Tax in a participant and with respect to which such Post-Closing Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, Period and (iiII) Buyer or an Affiliate of Buyer (other than the Company or its Subsidiaries) receives a Tax Benefit in which excess of what it would have received in the Borrower is a U.S. Borrower with a similar absence of such Pre-Closing Tax Audit, then Buyer will pay to Seller the amount of Seller’s and its Affiliates’ Damages resulting from such additional Tax, but only to the extent of Buyer’s and its Affiliate’s (other than the Company or lesser credit as its Subsidiaries) Tax Benefit, within thirty (30) days prior to the Borrower.due date for making payment of such additional Tax

Tax Benefits. any benefits with respect (a) Buyer agrees to Taxes which are actually and currently realized by pay to Seller any Tax IndemniteeBenefit received by the Company, which are attributable solely any Subsidiary of the Company, Buyer or any Affiliate of Buyer from the use in any Post-Closing Tax Period of a carryforward of any Tax Asset of the Company or any Subsidiary of the Company from a Pre-Closing Tax Period. Such Tax Benefit shall be considered equal to the incurrence or payment by such Tax Indemnitee excess of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, (i) the amount of Taxes that would have been payable by the Tax Indemnitee is actually reduced below Company, any Subsidiary of the Company, Buyer or any Affiliate of Buyer over (ii) the amount of Taxes such Tax Indemnitee would be required to pay but for actually payable by the incurrence Company, any Subsidiary of the Company, Buyer or payment any Affiliate of such Loss or Taxes, computed in accordance with Buyer. Payment of the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items amount of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all Benefit shall be made within 90 days of the Tax Benefits and some or all filing of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires applicable Tax Return for the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) taxable year in which the Tax Indemnitee Asset is utilized. If, subsequent to the payment by Buyer to Seller of any such amount, there shall be (A) a Final Determination which results in a disallowance or a reduction of the Tax Asset so carried forward or (B) a reduction in the amount of the Tax Benefit realized by the Company, any Subsidiary of the Company, Buyer or any affiliate thereof is Affiliate of Buyer as a participant and with respect result of any other Tax Asset that arises in a Post-Closing Tax Period, Seller shall repay to Buyer, within 90 days of such event described in clause (A) or (B) (an “Event” or, collectively, the “Events”), any amount which would not have been payable to Seller pursuant to this Section 8.07(a) had the amount of the Tax Benefit been determined in light of the Events. (b) Any amount paid to or by Seller under this Section 8.07 will be treated as an adjustment to the Purchase Price unless a Final Determination causes any such amount to not constitute an adjustment to the Purchase Price for Tax Indemnitee purposes. In such event, Buyer or affiliate is entitled to indemnification with respect to TaxesSeller, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borrowercase may be, shall pay an amount that reflects the hypothetical Tax consequences of the receipt or accrual of such payment, using the maximum statutory rate (or rates, in the case of an item that affects more than one Tax) applicable to the recipient of such payment for the relevant year, reflecting, for example, the effect of deductions available for interest paid or accrued and Taxes such as state and local income Taxes.

Tax Benefits. any benefits (a) If an Indemnified Party is entitled to receive an indemnification payment pursuant to this Agreement, then the Indemnifying Party shall, in addition to making the indemnification payment, pay to the Indemnified Party an additional amount with respect to Taxes which are actually federal, state and currently realized by any Tax Indemniteelocal income and franchise Taxes, which are attributable solely to the incurrence or payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or computed without taking into account credits and unused net operating loss carry-forwards ("Attributable Taxes; provided"), if any, that for may be payable by the purpose Indemnified Party in respect of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items the receipt of income, gain, loss, deduction or credit, including those that arise outside the scope of indemnification payments under this Agreement, before utilizing any item arising from determined and payable as described below (the incurrence or payment "Gross Up Amount"). (b) If, as a result of any indemnified Loss Damages, the Indemnified Party or Tax. A Tax Indemnitee Ladenburg is entitled to a deduction in determining its Attributable Taxes, the Indemnified Party (or, as to Damages incurred by Ladenburg, the Purchaser) shall be deemed to have actually and currently realized and utilized a Tax Benefit pay to the extent that, and at such time as, Indemnifying Party the amount of the reduction in Attributable Taxes payable by the Indemnified Party or Ladenburg, determined and payable as described below (the "Tax Indemnitee Benefit Amount"), plus interest thereon, from the date the related indemnification payment is actually reduced below made by the Indemnifying Party to the date the Tax Benefit Amount is paid by the Indemnified Party, at an annual rate of interest equal to the mid-term applicable federal rate. (c) The Gross Up Amount with respect to each applicable Tax shall be the amount that, after deduction of the amount of Taxes such Tax Indemnitee would be (taking into account the effect thereon of any other federal, state or local Tax which is deductible in computing such Tax) required to pay but be paid by the Indemnified Party in respect of the receipt of payment of Damages and the Gross Up Amount, shall equal the amount of such Damages. The amount of the Tax to be deducted shall be determined at the marginal tax rate at which the Indemnified Party is subject to such Tax for the incurrence or taxable year in which the Indemnified Party was required to include the payment of such Loss or Taxes, computed Damages in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory income with respect to all other Similar Loanssuch Tax, it being understood such rate to be determined from the particular income or franchise Tax Return filed by the Indemnified Party for such taxable year. The Gross Up Amount shall be payable immediately after each Return has been filed, provided, however, that ifno payment need be made by the Indemnifying Party unless the Indemnified Party has provided the Indemnifying Party with (i) a statement certified by the Indemnified Party (or an officer or general partner thereof, after taking into account all tax items as the case may be) setting forth the calculations used in determining the Gross Up Amount and (ii) true copies of the applicable Tax Returns. (d) The Tax Benefit Amount with respect to each applicable Tax in any taxable year shall be an amount equal to the excess of (i) the amount of such Tax Indemnitee other than from this Loan and Similar Loanswhich would have been payable in respect of that year by the Indemnified Party or, if the Purchaser is the Indemnified Party, by Ladenburg, if no Damages had been incurred or a Gross Up Amount paid, over (ii) the amount of such Tax that would have been payable by such Party in respect of that year assuming it had incurred Damages in an amount equal to the amount of Damages determined pursuant to Section 7.1 or 7.2 (without reduction for the amount of any Basket), such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans Taxes to be applied last determined from the particular income or franchise Tax Return filed by such party for such taxable year. The Tax Benefit Amount shall be payable immediately after each such Return has been filed. At any time a Party is obligated to avoid applying make a payment of a Tax Benefit Amount to an Indemnified Party, such Party shall give notice thereof to the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also Indemnified Party and shall furnish the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans Indemnifying Party with (i) a statement certified by such party (or an officer or general partner thereof, as the case may be) setting forth the calculations used in which determining the Tax Indemnitee or any affiliate thereof Benefit Amount and (ii) true copies of the applicable Tax Returns. (e) If there is a participant and disallowance or a reduction in the Indemnified Party's or Ladenburg's Attributable Taxes with respect to which reduction a payment of a Tax Benefit Amount was made, such Tax Indemnitee or affiliate is entitled disallowance shall be treated as Damages and shall be subject to the indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borrowerprovisions of this Agreement.

Tax Benefits. any Lessee acknowledges that Lessor intends to claim all available tax benefits of ownership with respect to Taxes the Equipment (the “Tax Benefits”), unless otherwise indicated in a Schedule. All references to Lessor in this Section include the consolidated taxpayer group of which are actually Lessor is a member. Tax Benefits shall include interest deductions, investment tax credit and currently realized depreciation deductions using the “applicable depreciation method” set forth in Section 168(b)(1) of the Internal Revenue Code, as amended (the “Code”) over an “applicable recovery period” of 5 years. Lessee represents and warrants to Lessor that at no time during the Lease Term will Lessee take or omit to take, nor will it permit any sublease or assignee to take or omit to take, any action (whether or not such sublessee or assignee, or act or omission is otherwise permitted by any Tax Indemniteethe terms of this Lease), which are attributable solely may result in the disqualification of any of the Equipment for, or recapture of, all or any portion of the Tax Benefits. If as a result of a breach of any representation or warranty of Lessee in this Lease or any act, omission or misrepresentation by Lessee, (i) tax counsel of Lessor shall determine that Lessor is not entitled to claim on its federal income tax return all or any portion of the incurrence Tax Benefits, or payment by (ii) any such Tax Indemnitee Benefit is disallowed or recaptured (a “Loss”), then Lessee shall pay to Lessor, on demand, as an indemnity and as additional rent, an amount which will, after deduction therefrom of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be taxes required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited be paid by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory Lessor with respect to such amount, enable Lessor to receive the same after-tax rate of return that Lessor would have realized had such Loss not occurred, plus all other Similar Loans, it being understood that if, after taking into account all tax items of interest and penalties assessed on such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the BorrowerLoss.

Tax Benefits. (a) Any indemnity payments made pursuant to Article VIII shall be adjusted to account for any benefits with respect to Taxes which are actually imposed upon the receipt of such payment and currently realized by shall be made net of any Tax Indemnitee, which are attributable solely Benefit available to the incurrence or recipient of such payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event that results from the loss giving rise to such Losses or Taxes; provided, that for indemnity payments. For purposes of determining the purpose amount of calculating such any Tax Benefit, such the recipient of the Tax Indemnitee Benefit shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside pay Tax at the scope of this Agreement, before utilizing any item arising from highest U.S. federal income tax corporate marginal rate in effect in the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee year such indemnifiable loss is incurred and shall be deemed to have actually and currently realized and utilized a realize or utilize any Tax Benefit to in the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes first taxable year that such Tax Indemnitee would Benefit may be required to pay but for the incurrence realized or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by utilized under applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, Law after taking into account all tax items other Tax Attributes of such indemnified party and the projected utilization of such Tax Indemnitee other than from this Loan and Similar Loans, Attributes as computed by the recipient of such Tax Indemnitee has Benefit. If a Tax Benefit resulting from an indemnifiable loss is available in multiple Tax years, the capacity to use some or all amount of the such Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For Benefit for purposes of this provisionSection 8.11(a) shall be the net present value of all of such available Tax Benefits, “Similar Loans” means loans calculated by using a discount rate equal to the long-term applicable federal rate for the month in which such indemnifiable loss is incurred. (b) Purchaser shall pay to Parent any Tax Benefit arising from (i) in which any deduction arising from the Tax Indemnitee exercise of options to acquire Parent stock held by Business Employees (if any) to the extent the Closing Date Balance Sheet does not reflect any amounts related to these deductions as an asset of any Acquired Subsidiary or as a reduction of any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, liability accrued thereon and (ii) any payment by Purchaser or its Affiliates of any state guarantee fund assessment as shown on the Closing Date Balance Sheet (net of any amounts reflected on such balance sheet as an asset or that otherwise reduced the amount of any liability reflected on such balance sheet and not including any Deferred Taxes), within 10 days of filing the Tax Return in which such Tax Benefit is claimed. Purchaser without prior approval from Parent shall not, and shall cause its Affiliates not to, claim the Borrower amount of any items listed in clauses (i) and (ii) above as a deduction for which Parent would be owed an amount under this Section 8.11(b) on any Tax Return that Purchaser is responsible for preparing under Section 8.2; provided, however, that if Parent under applicable Law or administrative practice is not permitted to report such deductions on any Tax Return that it or any of its Affiliates is required to file under Section 8.2 and such deduction is permitted by Law or administrative practice to be reported on a U.S. Borrower with a similar Tax Return for which Purchaser has filing responsibility under Section 8.2, then Purchaser shall claim such deduction and pay to Parent the amount required under this Section 8.11(b) within 10 Business Days of filing the relevant Tax Return. Notwithstanding any provision to the contrary, Parent will agree to indemnify Purchaser and its Affiliates against Taxes that relate to any Tax Claim regarding the taking of any deductions described in clauses (i) and (ii) above, to the extent Purchaser was required to pay Parent an amount for the use of such deductions or lesser credit as the BorrowerParent was able to report such deductions on Tax Returns which Parent or one of its Affiliates filed pursuant to Section 8.2.

Tax Benefits. (i) If as the result of any benefits audit adjustment (or adjustment in any litigation, proceeding or other action with respect to Taxes) made with respect to any Tax Item which relates to or affects any Taxes which are actually and currently realized imposed on or in respect of the Company or any of their respective assets or activities for any Pre-Closing Tax Period (such audit a “Pre-Closing Tax Audit”) by any Tax Indemniteeauthority or as a result of any indemnification provided by Carrier under this Agreement (A) a Tax described in Section 11.01(a)(i) is imposed and is paid by Carrier or Carrier makes a payment under any indemnification obligation provided hereunder and (B) as a result, which are attributable solely to the incurrence Company or Watsco or any of its Affiliates receives a Tax Benefit in excess of what it would have received in the absence of such audit or other adjustment or payment by (including as a result of an adjustment under Code Section 743) (it being understood that Watsco agrees to file or cause to be filed (or shall cause the Company to file or cause to be filed) or to permit (or shall cause the Company to permit) Carrier to file all Tax Returns (including amended Tax Returns) or other documents claiming any such Tax Indemnitee Benefit at Carrier’s expense), then Watsco or the Company, as the case may be, shall pay to Carrier the amount of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, Benefit within thirty (30) days of filing the Tax Return in which such Tax Indemnitee shall be Benefit is deemed to utilize all other items be realized, received or utilized, or, in the case of incomea Tax Benefit that is a refund, gainwithin thirty (30) days of receipt of such refund. For the absence of doubt, loss, deduction if an indemnity payment is made to Watsco under Section 11.01(a)(i) or credit, including those that arise outside the scope of otherwise pursuant to this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to is realized, received or utilized by the extent that, and at such time asCompany, the amount of Taxes the Tax Benefit that shall be payable to Carrier pursuant to this Section 11.01(e), (X) if such amount is paid by Watsco, shall be the portion of such Tax Benefit allocable to Watsco and its Affiliates (other than the Company) based on the aggregate percentage ownership of the Company owned by Watsco and its Affiliates and taking into account Watsco’s or its Affiliate’s adjustments under Code Section 743 and (Y) if such amount is paid by the Company, shall be the full amount of such Tax Indemnitee is actually reduced below Benefit. If as a result of a Pre-Closing Tax Audit involving Carrier or the Northeast Business Contributed Assets (I) Watsco, any Affiliate of Watsco, or the Company incurs any additional, actual, out of pocket cash Tax in a Post-Closing Tax Period, and (II) Carrier or any Affiliate of Carrier receives a Tax Benefit in excess of what it would have received in the absence of such Pre-Closing Tax Audit, then Carrier will pay to Watsco the amount of Taxes Watsco’s and its Affiliate’s (other than the Company) Damages resulting from such additional Tax, but only to the extent of Carrier’s and its Affiliate’s Tax Indemnitee would be required Benefit, within thirty (30) days prior to pay but the due date for the incurrence or making payment of such Loss additional Tax. (ii) If as the result of any Pre-Closing Tax Audit by any Tax authority or Taxesas a result of any indemnification provided by Watsco under this Agreement (A) a Tax described in Section 11.01(a)(ii) is imposed and is paid by Watsco, computed in accordance with or an Affiliate of Watsco, or Watsco, or an Affiliate of Watsco (other than the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (aCompany), in calculating makes a payment under any Tax Benefitindemnification obligation provided hereunder and (B) as a result, the Company or Carrier or any of its Affiliates receives a Tax Indemnitee, to Benefit in excess of what it would have received in the extent not prohibited by applicable law absence of such audit or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loansadjustment or payment, it being understood that ifWatsco agrees to file or cause to be filed (or shall cause the Company to file or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any such Tax Benefit at Watsco’s expense, after taking into account all tax items then Carrier or the Company, as the case may be, shall pay to Watsco the amount of such Tax Indemnitee other than from this Loan and Similar Loans, Benefit within thirty (30) days of filing the Tax Return in which such Tax Indemnitee has Benefit is deemed to be realized, received or utilized, or, in the capacity case of a Tax Benefit that is a refund, within thirty (30) days of receipt of such refund. For the absence of doubt, if an indemnity payment is made to use some Carrier under Section 11.01(a)(ii) or all otherwise pursuant to this Agreement, and a Tax Benefit is realized, received or utilized by the Company, the amount of the Tax Benefits Benefit that shall be payable to Watsco pursuant to this Section 11.01(e) (X) if such amount is paid by Carrier, shall be the portion of such Tax Benefit allocable to Carrier and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans andits Affiliates, based on this non-discriminatory provisionthe aggregate percentage ownership of the Company owned by Carrier and its Affiliates and (Y) if such amount is paid by the Company, also shall be the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes full amount of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee Benefit. If as a result of a Pre-Closing Tax Audit involving Watsco, Holdings III, Xxxxx or affiliate is entitled to indemnification with respect to Taxesthe Homans Business Contributed Assets (I) Carrier, any Affiliate of Carrier, or the Company incurs any additional, actual, out of pocket cash Tax in a Post-Closing Tax Period and (iiII) Watsco or an Affiliate of Watsco (other than the Company) receives a Tax Benefit in which excess of what it would have received in the Borrower is a U.S. Borrower with a similar or lesser credit as absence of such Pre-Closing Tax Audit, then Watsco will pay to Carrier the Borroweramount of Carrier’s and its Affiliates’ Damages resulting from such additional Tax, but only to the extent of Watsco’s and its Affiliate’s (other than the Company) Tax Benefit, within thirty (30) days prior to the due date for making payment of such additional Tax.

Tax Benefits. any benefits The amount of Losses with respect to Taxes which are actually and currently realized by a Claimant is to be indemnified pursuant to this Article X initially shall be determined without regard to any Tax IndemniteeBenefit. However, which are attributable solely to the incurrence extent that the Claimant actually realizes a tax benefit (a “Tax Benefit”) with respect to any payment for Losses made hereunder through a refund of Taxes or payment reduction in actual amount of Taxes that otherwise would be payable by the Claimant, the Claimant shall pay to the Indemnitor the amount of such Tax Indemnitee Benefit (but not in excess of any indemnified Losses the indemnification payment or Taxes or an event giving rise payments actually received from the Claimant with respect to such Losses Losses) at such time or Taxes; provided, times as and to the extent that for the purpose Claimant or any Affiliate of calculating such Claimant actually realizes such Tax Benefit. For this purpose, such Tax Indemnitee Benefits shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, calculated by computing the amount of Taxes payable before and after inclusion of any Tax items attributable to such Losses for which indemnification was made and treating such Tax items as the last items claimed for any taxable period and shall be reduced by the Tax Indemnitee is actually reduced below the amount of Taxes any related Tax detriment suffered by the Claimant. Buyer, on the one hand, and Monster Worldwide, on the other hand, agree to provide the other or its designated representatives with assistance and such documents and records reasonably requested by them that are relevant to their ability to determine when an amount is payable to, or receivable from, the other party pursuant to this Section 10.7, including copies of Tax Indemnitee would returns, estimated tax payments, schedules and related supporting documents. If any adjustments are made to any Tax Return relating to the Claimant for any taxable period as a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or as the result of the filing of an amended return to reflect the consequences of any determination made in connection with any such audit or proceeding and if such adjustment results in any change in the amount of any Tax Benefit or Tax detriment to the Claimant, appropriate payments will be required to pay but for made between the incurrence or payment of such Loss or Taxes, computed Indemnitor and the Claimant in accordance with the ordering rules set forth above. Notwithstanding anything previous sentence to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of properly reflect such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borroweradjustment amount.

Tax Benefits. any Lessee acknowledges that unless otherwise agreed by Lessor, Lessor intends to claim all available tax benefits of ownership with respect to Taxes the Property (the "Tax Benefits"). Notwithstanding anything herein to the contrary, if Lessor shall not be entitled to, or shall be subject to recapture of, the Tax Benefits, as a result of any act, omission or misrepresentation of Lessee, Lessee shall pay to Lessor damages in an amount or amounts sufficient to reimburse Lessor for such loss, together with any related interest and penalties, based on the highest marginal corporate income tax rate prevailing during the Lease Term, regardless of whether Lessor or any member of a consolidated group of which are actually Lessor is also a member is then subject to any increase in tax. If a Lease Schedule pursuant to the Master Leasing Agreement is deemed to be a secured transaction disguised as a lease, Lessee grants to Lessor a first priority security interest in the Property and currently realized by any Tax Indemniteeadditions, attachments, upgrades, accessions, repairs, modifications, replacements thereto and proceeds thereof, including insurance proceeds, to secure Lessee's payment of the Lease Payments and all other payment obligations when due, and Lessee's performance of all of the terms and conditions of Lease Schedule and the Master Leasing Agreement. In such an event, a Lessee, which is a Political Subdivision, shall execute and deliver to Lessor financing statements, as well as amendments and continuations, reasonably required by Lessor to perfect and maintain such security interest. If any part of the Lease Payments are attributable solely determined to be imputed interest, finance charges or time-price differential ("Interest"), the incurrence or payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, parties agree that for the purpose of calculating such Tax Benefit, such Tax Indemnitee Lease Payments shall be deemed to utilize all other items be level payments of incomeprincipal and Interest, gainwith such Interest accruing on principal amounts outstanding from time to time. The rate of such Interest is not intended to exceed the maximum amount of interest permitted by applicable law. If the Interest exceeds such maximum, lossthen at Lessor's option, deduction or creditif permitted by law, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall Interest payable will be deemed to have actually and currently realized and utilized a Tax Benefit reduced to the extent thatlegally permitted maximum amount of interest, and at such time as, any excessive Interest will be used to reduce the principal amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence Lessee's obligation or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borrowerrefunded.

Tax Benefits. any Lessee acknowledges that unless otherwise agreed by Xxxxxx, Lessor intends to claim all available tax benefits of ownership with respect to Taxes the Property (the "Tax Benefits"). Notwithstanding anything herein to the contrary, if Lessor shall not be entitled to, or shall be subject to recapture of, the Tax Benefits, as a result of any act, omission or misrepresentation of Lessee, Lessee shall pay to Lessor damages in an amount or amounts sufficient to reimburse Lessor for such loss, together with any related interest and penalties, based on the highest marginal corporate income tax rate prevailing during the Lease Term, regardless of whether Lessor or any member of a consolidated group of which are actually Xxxxxx is also a member is then subject to any increase in tax. If a Lease Schedule pursuant to the Master Leasing Agreement is deemed to be a secured transaction disguised as a lease, Lessee grants to Lessor a first priority security interest in the Property and currently realized by any Tax Indemniteeadditions, attachments, upgrades, accessions, repairs, modifications, replacements thereto and proceeds thereof, including insurance proceeds, to secure Xxxxxx's payment of the Lease Payments and all other payment obligations when due, and Xxxxxx's performance of all of the terms and conditions of Lease Schedule and the Master Leasing Agreement. In such an event, a Lessee, which is a Political Subdivision, shall execute and deliver to Lessor financing statements, as well as amendments and continuations, reasonably required by Lessor to perfect and maintain such security interest. If any part of the Lease Payments are attributable solely determined to be imputed interest, finance charges or time-price differential ("Interest"), the incurrence or payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, parties agree that for the purpose of calculating such Tax Benefit, such Tax Indemnitee Lease Payments shall be deemed to utilize all other items be level payments of incomeprincipal and Interest, gainwith such Interest accruing on principal amounts outstanding from time to time. The rate of such Interest is not intended to exceed the maximum amount of interest permitted by applicable law. If the Interest exceeds such maximum, lossthen at Lessor's option, deduction or creditif permitted by law, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall Interest payable will be deemed to have actually and currently realized and utilized a Tax Benefit reduced to the extent thatlegally permitted maximum amount of interest, and at such time as, any excessive Interest will be used to reduce the principal amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence Lessee's obligation or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borrowerrefunded.

Tax Benefits. If the Closing shall occur, Buyer shall pay to Seller any benefits Tax Benefit that Buyer is deemed to realize or utilize arising from (a) any audit adjustment (or adjustment in any other Tax Proceeding) with respect to Taxes for which are actually and currently realized by Seller is responsible pursuant to Section 7.01(a) or (b) any payment, loss, obligation, Tax Indemnitee, or liability for which are attributable solely to Seller is responsible under this Agreement for making a payment (including an indemnity payment) after the incurrence or payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or TaxesClosing; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, if a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Buyer Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate Buyer Indemnified Party is entitled to indemnification from Seller under this Agreement with respect to Taxesan item described in clause (a) or (b), Buyer shall be required to make such payment only to the extent such Buyer Tax Indemnitee or Buyer Indemnified Party has been indemnified with respect to such item under this Agreement. If the Closing shall occur, Seller shall pay to Buyer any Tax Benefit that Seller is deemed to realize or utilize arising from any payment, loss, obligation, Tax or liability for which Buyer is responsible under this Agreement for making a payment (including an indemnity payment) after the Closing (for the avoidance of doubt, any payment, loss, obligation, Tax or liability arising from any reduction in the attributes of any Business Subsidiary pursuant to Treasury Regulation Section 1.1502-36(d) shall not be treated as giving rise to a Tax Benefit for which Seller is required to make a payment to Buyer); provided, that, if a Seller Tax Indemnitee or Seller Indemnified Party is entitled to indemnification from Buyer pursuant to this Agreement with respect to an item described in this sentence, Seller shall be required to make such payment only to the extent such Seller Tax Indemnitee or Seller Indemnified Party has been indemnified under this Agreement. Each party responsible for making a payment of a Tax Benefit pursuant to this Section 7.06 shall determine the amount of such payment and (ii) make such payment promptly after the Tax Return has been filed for the taxable period in which such Tax Benefit is deemed to be realized or utilized. Such party shall, at the Borrower is a U.S. Borrower request of the other party, provide the other party with a similar or lesser credit as the Borrowerwritten certification setting forth a reasonably detailed calculation of such Tax Benefit.

Tax Benefits. In case any benefits with respect event shall occur that would otherwise entitle any party to Taxes which are actually and currently realized by any Tax Indemniteeassert a Claim for indemnification hereunder, which are attributable solely to the incurrence or payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified no Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit been sustained by such party to the extent of any net Tax benefit actually realized, received or credited by such party with respect thereto, as determined by Purchaser in good faith; provided that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any whether a net Tax Benefitbenefit was actually realized, a received or credited, Purchaser shall assume that all items of deduction other than the applicable Loss for which an indemnity payment is to be made hereunder shall first be used to determine the Tax Indemniteeliability of the Purchaser for the Tax year in which the relevant Loss arises and, to if the extent not prohibited by applicable law item of deduction (or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory portion thereof) with respect to all such Loss is not allowed in such Tax year applying the limitations of the foregoing provision, then such item of deduction (or any portion thereof) shall be deemed used in the first succeeding Tax year following such year that such item is allowed applying the foregoing ordering rules for such other Similar LoansTax years. In the event the Sellers disagree with any net Tax benefit determined by Purchaser pursuant to Section 10.9, it being understood that if, the Sellers shall deliver to Purchaser a written notice (a “Dispute Notice”) setting forth such disagreements within fifteen (15) days after taking into account all tax items receipt by the Control Sellers from Purchaser of the determination of such net Tax Indemnitee other than from this Loan benefit. If the Sellers do not deliver a Dispute Notice to Purchaser by such date, the Sellers shall be deemed to have accepted Purchaser’s calculation of such net Tax benefit. Purchaser and Similar LoansSeller shall endeavor in good faith to resolve any matters set forth in a Dispute Notice by mutual agreement. If, such Tax Indemnitee has within thirty (30) days after the capacity Sellers deliver a Dispute Notice, the Purchaser and Sellers are unable to use some or all reach a mutually satisfactory resolution of the Tax Benefits matters set froth in a Dispute Notice, then Purchaser and some or all the Sellers each shall provide RSM McGladrey with their respective determination of the tax benefits generated by Similar Loansnet Tax benefit and such supporting documentation and information as RSM McGladrey may request. RSM McGladrey shall make an independent determination of the net Tax benefit that, it cannot rely upon a provision assuming compliance with the previous clause, shall be final and binding on the Sellers and the Purchaser. The Sellers and the Purchaser shall each pay one-half (1/2) of the fees, costs and expenses of RSM McGladrey in such Similar Loan that requires connection with the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borrowerforegoing.