Common use of CHANGES IN TAX LIABILITY Clause in Contracts

CHANGES IN TAX LIABILITY. (a) If with respect to any taxable year (i) the Group files an amended Consolidated Return reporting a consolidated tax liability different from the Group Tax Liability, (ii) the Group Tax Liability or any Member’s tax liability is adjusted and such adjustment is a part of a final “determination” as the term is defined in section 1313(a) of the Code or similar provisions of applicable law, or (iii) the Group is assessed and pays income taxes in excess of the Group Tax Liability by reason of any of the events specified in section 6213(b) or (d) of the Code or similar provisions of applicable law, then the amounts of the payments required under paragraph 3 shall be recomputed, subject to the limitations of subparagraph (c) of this paragraph 4, to give effect to such amended return, adjustment or assessment, as the case may be. Each Member shall then pay to Parent, or Parent shall then pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. Such payments shall be made no later than (i) where an additional payment of tax by the Group is due as a result of such amended return, adjustment or assessment, the later of (a) forty-five (45) days after the date of which such additional payment of tax is due and (b) forty-five (45) days after the date on which Parent notifies a Member of the amount of payment due from such Member pursuant to this subparagraph (a); or (ii) where the Group receives a refund arising from such amended return or adjustment, forty-five (45) days after the receipt of such refund. (b) If with respect to any taxable year the Group files an amended Consolidated Return reporting a consolidated tax liability identical to the Group Tax Liability, then the amounts of the payments required under paragraph 3, subject to the limitations of subparagraph (c) of this paragraph 4, shall be recomputed to give effect to such amended return. Not later than forty-five (45) days after the filing of such amended return, each Member shall pay to Parent, or Parent shall pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. (c) Subsidiary will elect under section 172(b)(3) of the Code or similar provisions of other applicable tax laws to forego the ability to carry back any loss, credit or similar tax attribute recognized after the Distribution to tax periods ending on or before the Distribution. If with respect to any taxable year a Member realizes a loss or credit that would be permitted under the Code or other applicable tax law (taking into account any election under section 172(b)(3) of the Code or similar provisions of other applicable tax laws) to be carried to one or more taxable years that precede such taxable year if such Member had filed a separate tax return for all such taxable years, then the amounts of the payments required under paragraph 3 for such taxable years shall be recomputed to give effect to such carryback; provided, however, that, notwithstanding subparagraphs (a) and (b) of this paragraph 4, no such recomputation shall be made with respect to any loss or credit carried back to a taxable year beginning before December 3, 2001, or, if later, a taxable year in which the Member was not a Member; provided, further, that no loss or credit that could be carried back to a taxable year beginning before December 3, 2001 in which the Member was a Member shall be considered in determining the Member’s Separate Return Tax Liability for any other year. Each Member shall pay to Parent, or Parent shall pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid not later than forty-five (45) days after the date on which the Group’s federal income tax return for the taxable year is filed, or to the extent that such difference represents all or part of a tax refund claimed by the Group, not later than forty-five (45) days after the receipt of such refund. (d) The parties recognize that a recomputation under subparagraphs (a), (b) or (c) of this paragraph 4 of the amounts of the payments required under paragraph 3 for any taxable year will not necessarily be the final determination of the amounts of such payments for such year, and the amounts of such payments may be recomputed more than once. (e) In the event that a change in the tax liability of the Group arising from an amended return, adjustment or assessment described in subparagraph (a) of this paragraph 4 results or will result in the receipt of payment of interest, or the payment or recovery of penalties in excess of the aggregate interest or penalties included in determining the aggregate Separate Return Tax Liability of all of the Members, such interest or penalties shall be allocated to each Member as follows: The total amount of such excess interest or penalty shall be multiplied by a fraction, the denominator of which is the amount of the change in the Group Tax Liability on which the interest or penalty is computed, and the numerator of which is the amount of the change in the Member’s allocated tax liability, in both cases with respect to the most recent prior computation of the Group Tax Liability and the Member’s Separate Return Tax Liability. Each Member shall pay to Parent, or Parent shall pay to each Member, as the case may be, the excess interest or penalties allocated to each Member pursuant to this subparagraph 4(e) at the same time the amounts payable pursuant to subparagraph (a) of this paragraph 4 become payable. (f) Except as provided in paragraph 6, payments made pursuant to subparagraphs (a), (b), (c), (d) or (e) of this paragraph 4 shall not themselves bear interest.

CHANGES IN TAX LIABILITY. (a) If with respect to any taxable year year (i) the Group files an amended Consolidated Return reporting a consolidated tax liability different from the Group Tax Liability, , (ii) the Group Tax Liability or any MemberSubsidiary’s tax liability is adjusted and such adjustment is a part of a final “determination” as the term is defined in section 1313(a) of the Code or similar provisions of applicable lawCode, or or (iii) the Group is assessed and pays income taxes in excess of the Group Tax Liability by reason of any of the events specified in section 6213(b) or (d) of the Code or similar provisions of applicable lawCode, then the amounts of the payments required under paragraph 3 4 shall be recomputed, subject to the limitations of subparagraph (c) of this paragraph 45, to give effect to such amended return, adjustment or assessment, as the case may be. Each Member Subsidiary shall then pay to Parent, or Parent shall then pay to each MemberSubsidiary, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. Such payments shall be made no later than than (i) where an additional payment of tax by the Group is due as a result of such amended return, adjustment or assessment, the later of (a) forty-five fifteen (4515) days after the date of which such additional payment of tax is due and (b) forty-five fifteen (4515) days after the date on which Parent notifies a Member of Subsidiaryof the amount of payment due from such Member Subsidiary pursuant to this subparagraph (a); or or (ii) where the Group receives a refund arising from such amended return or adjustment, forty-five (45) days after the receipt of such refund. (iii) where, after Deconsolidation and utilization by Subsidiary of a tax attribute taken into account in calculating the Tax Benefit Payable, an additional payment of tax by any Subsidiary is due as a result of a final determination that such tax attribute is unavailable, (15) days after the date on which the Subsidiary notifies Parent of the amount of payment due from Parent pursuant to this subparagraph (a) and (15) days after the date of which Subsidiary pays such additional amount due to the taxing jurisdiction. (b) If with respect to any taxable year the Group files an amended Consolidated Return reporting a consolidated federal or state income tax liability identical to the Group Tax Liability, then the amounts of the payments required under paragraph 34, subject to the limitations of subparagraph (c) of this paragraph 45, shall be recomputed to give effect to such amended return. Not later than forty-five (45) days after the filing of such amended return, each Member Subsidiary shall pay to Parent, or Parent shall pay to each MemberSubsidiary, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. (c) Subsidiary will elect under section 172(b)(3) of the Code or similar provisions of other applicable tax laws to forego the ability to carry back any loss, credit or similar tax attribute recognized after the Distribution to tax periods ending on or before the Distribution. If with respect to any taxable year a Member Subsidiary realizes a loss or credit that would be permitted under the Code or other applicable tax law (taking into account any election under section 172(b)(3172 (b) (3) of the Code or similar provisions of other applicable tax lawsCode) to be carried to one or more taxable years that precede such taxable year if such Member Subsidiary had filed a any applicable separate tax return for all such taxable years, then the amounts of the payments required under paragraph 3 4 for such taxable years shall be recomputed to give effect to such carryback; provided, however, that, notwithstanding subparagraphs (a) and (b) of this paragraph 45, no such recomputation shall be made with respect to any loss or credit carried back to a taxable year beginning before December 3, 2001the date hereof, or, if later, a taxable year in which the Member a Subsidiary was not a Member; provided, further, that no loss or credit that could be carried back to a taxable year beginning before December 3, 2001 the date hereof in which the Member a Subsidiary was a Member shall be considered in determining the Membereach Subsidiary’s Separate Return Tax Liability for any other year. Each Member Subsidiary shall pay to Parent, or Parent shall pay to each MemberSubsidiary, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid not later than forty-five (45) days after the date on which the Group’s federal income tax return Consolidated Return for the taxable year is filed, or to the extent that such difference represents all or part of a tax refund claimed by the Group, not later than forty-five (45) days after the receipt of such refund. (d) The parties recognize that a recomputation under subparagraphs (a), (b) or (c) of this paragraph 4 5 of the amounts of the payments required under paragraph 3 4 for any taxable year will not necessarily be the final determination of the amounts of such payments for such year, and the amounts of such payments may be recomputed more than once. (e) In the event that a change in the tax liability of the Group arising from an amended return, adjustment or assessment described in subparagraph (a) of this paragraph 4 5 results or will result in the receipt of payment of interest, or the payment or recovery of penalties in excess of the aggregate interest or penalties included in determining the aggregate Subsidiary Separate Return Tax Liability of all of the MembersLiability, such interest or penalties shall be allocated to each Member Subsidiary as follows: The total amount of such excess interest or penalty shall be multiplied by a fraction, the denominator of which is the amount of the change in the Group Tax Liability on which the interest or penalty is computed, and the numerator of which is the amount of the change in the Membereach Subsidiary’s allocated tax liability, in both cases with respect to the most recent prior computation of the Group Tax Liability and the MemberSubsidiary’s Separate Return Tax Liability. Each Member Subsidiary shall pay to Parent, or Parent shall pay to each MemberSubsidiary, as the case may be, the aggregate amount of excess interest or penalties allocated to each Member Subsidiary pursuant to this subparagraph 4(e5(e) at the same time the amounts payable pursuant to subparagraph (a) of this paragraph 4 5 become payable. (f) Except as provided in paragraph 67, payments made pursuant to subparagraphs (a), (b), (c), (d) or (e) of this paragraph 4 5 shall not themselves bear interest. (g) Notwithstanding the provisions of this paragraph 5, a Subsidiary (including any Sub-Subsidiary) shall not file an amended Consolidated Return or cause an amended Consolidated Return to be filed without first obtaining the express written consent of the Parent.

CHANGES IN TAX LIABILITY. a. If any of the ISP Group consolidated federal income tax returns for taxable years of ISP ending on or after January 1, 2001 is changed or otherwise adjusted (a) If with respect to any taxable year (i) including, without limitation, by reason of the Group files filing of an amended Consolidated Return reporting return, a consolidated tax liability different from the Group Tax Liability, (ii) the Group Tax Liability or any Member’s tax liability is adjusted and such adjustment is a part of a "final “determination” " as the term is defined in section Section 1313(a) of the Code or similar provisions of applicable law, or (iii) the Group is assessed and pays income taxes in excess of the Group Tax Liability by reason of any of the events specified in section Section 6213(b) or (d) of the Code or similar provisions of applicable lawCode), then the amounts amount of the payments payment required (1) from CHEMCO to Holdings under paragraph 3 shall be recomputed, subject 2(b) or (2) from Holdings to the limitations of subparagraph (c) of this CHEMCO under paragraph 4, to give effect to such amended return, adjustment or assessment, as the case may be. Each Member shall then pay to Parent, or Parent shall then pay to each Member2(d), as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. Such payments shall be made no recomputed by substituting the amount of the ISP Group Actual Tax Liability (or the ISP Group actual consolidated federal taxable income), the CHEMCO Group Tax Liability (or the CHEMCO Group hypothetical consolidated federal taxable income), or the CHEMCO Group Tax Refund after the adjustments described above in place of the ISP Group Actual Tax Liability (or the ISP Group actual consolidated federal taxable income), the CHEMCO Group Tax Liability (or the CHEMCO Group hypothetical consolidated federal taxable income), or the CHEMCO Group Tax Refund as previously computed. Not later than (i) where an five (5) days prior to the due date for any additional payment of tax by the ISP Group is due as a result of such amended return, adjustment or assessment, the later of (a) forty-five (45) days after the date of which such additional payment of tax is due and (b) forty-five (45) days after the date on which Parent notifies a Member of the amount of payment due from such Member pursuant to this subparagraph (a); or (ii) where the Group receives a refund arising from such amended return or adjustment, forty-five (455) days after the receipt of such refund. a refund or (bii) If with respect to any taxable year the Group files an amended Consolidated Return reporting a consolidated tax liability identical to the Group Tax Liability, then the amounts of the payments required under paragraph 3, subject to the limitations of subparagraph (c) of this paragraph 4, shall be recomputed to give effect to such amended return. Not later than forty-five (455) days after the filing event giving rise to the recomputation if such event will not result in the payment of such amended returnadditional tax or the receipt of a refund, each Member CHEMCO shall pay to ParentHoldings, or Parent Holdings shall pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. (c) Subsidiary will elect under section 172(b)(3) of the Code or similar provisions of other applicable tax laws to forego the ability to carry back any loss, credit or similar tax attribute recognized after the Distribution to tax periods ending on or before the Distribution. If with respect to any taxable year a Member realizes a loss or credit that would be permitted under the Code or other applicable tax law (taking into account any election under section 172(b)(3) of the Code or similar provisions of other applicable tax laws) to be carried to one or more taxable years that precede such taxable year if such Member had filed a separate tax return for all such taxable years, then the amounts of the payments required under paragraph 3 for such taxable years shall be recomputed to give effect to such carryback; provided, however, that, notwithstanding subparagraphs (a) and (b) of this paragraph 4, no such recomputation shall be made with respect to any loss or credit carried back to a taxable year beginning before December 3, 2001, or, if later, a taxable year in which the Member was not a Member; provided, further, that no loss or credit that could be carried back to a taxable year beginning before December 3, 2001 in which the Member was a Member shall be considered in determining the Member’s Separate Return Tax Liability for any other year. Each Member shall pay to Parent, or Parent shall pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid not later than forty-five (45) days after the date on which the Group’s federal income tax return for the taxable year is filed, or to the extent that such difference represents all or part of a tax refund claimed by the Group, not later than forty-five (45) days after the receipt of such refund. (d) The parties recognize that a recomputation under subparagraphs (a), (b) or (c) of this paragraph 4 of the amounts of the payments required under paragraph 3 for any taxable year will not necessarily be the final determination of the amounts of such payments for such year, and the amounts of such payments may be recomputed more than once. (e) In the event that a change in the tax liability of the Group arising from an amended return, adjustment or assessment described in subparagraph (a) of this paragraph 4 results or will result in the receipt of payment of interest, or the payment or recovery of penalties in excess of the aggregate interest or penalties included in determining the aggregate Separate Return Tax Liability of all of the Members, such interest or penalties shall be allocated to each Member as follows: The total amount of such excess interest or penalty shall be multiplied by a fraction, the denominator of which is the amount of the change in the Group Tax Liability on which the interest or penalty is computed, and the numerator of which is the amount of the change in the Member’s allocated tax liability, in both cases with respect to the most recent prior computation of the Group Tax Liability and the Member’s Separate Return Tax Liability. Each Member shall pay to Parent, or Parent shall pay to each MemberCHEMCO, as the case may be, the excess interest difference between the new CHEMCO Group Tax Liability (or penalties allocated to each Member pursuant to this subparagraph 4(eRefund) at the same time and the amounts payable pursuant to subparagraph previously paid. The parties recognize that such new liability (or Refund) for any taxable year is not necessarily the ISP Group's or the CHEMCO Group's final liability for that taxable year, and may be recomputed in accordance with this paragraph 3(a) more than once. b. If any of the ISP Group consolidated federal income tax returns for taxable years of ISP ending on or before January 1, 2001 is changed or otherwise adjusted (including, without limitation, by reason of the filing of an amended return, a "final determination" as defined in Section 1313 (a) of the Code or any of the events specified in Section 6213(b) or (d) of the Code), then CHEMCO shall pay to Holdings an amount equal to any tax that would be payable by it by reason of any such change or adjustment pursuant to the Old Tax Sharing Agreement. The parties recognize that such payment for any taxable year is not necessarily the CHEMCO Group's final liability under this paragraph 4 become payable3(b) for that taxable year, and may be recomputed in accordance with this paragraph 3(b) more than once. c. Payments made pursuant to paragraph (fa) Except shall include an allocable portion of any interest paid or credited by the Internal Revenue Service (net of tax; provided, such interest shall not be treated as provided in paragraph 6, an item of income of the CHEMCO Group); payments made pursuant to subparagraphs paragraphs (a), ) and (b), (c), (d) or (e) of this paragraph 4 shall not themselves bear interest.

CHANGES IN TAX LIABILITY. (a1) If with respect to any taxable year IPC Group consolidated federal income tax return for a Post-1998 Taxable Year is changed or otherwise adjusted (including, without limitation, by reason of (i) a "determination" within the Group files an amended Consolidated Return reporting a consolidated tax liability different from meaning of Section 1313(a) of the Group Tax LiabilityCode, (ii) the Group Tax Liability or any Member’s IPC Group's filing an amended federal income tax liability is adjusted and such adjustment is a part of a final “determination” as the term is defined in section 1313(a) of the Code or similar provisions of applicable lawreturn, or (iii) the Group is assessed and pays income taxes in excess of the Group Tax Liability by reason of any of the events specified in section Section 6213(b) or (d) of the Code or similar provisions of applicable lawCode), then the amounts amount of the payments required under paragraph paragraphs 3 shall be recomputed, subject to the limitations of subparagraph (c) of this paragraph 4, to give effect to such amended return, adjustment or assessment, as the case may be. Each Member shall then pay to Parent, or Parent shall then pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. Such payments shall be made no later than (i) where an additional payment of tax by the Group is due as a result of such amended return, adjustment or assessment, the later of (a) forty-five (45) days after the date of which such additional payment of tax is due and (b) forty-five (45) days after the date on which Parent notifies a Member of the amount of payment due from such Member pursuant to this subparagraph (a); or (ii) where the Group receives a refund arising from such amended return or adjustment, forty-five (45) days after the receipt of such refund. (b) If with respect to any taxable year the Group files an amended Consolidated Return reporting a consolidated tax liability identical to the Group Tax Liability, then the amounts of the payments required under paragraph 3, subject to the limitations of subparagraph (c) of this paragraph 4, 4 shall be recomputed to give effect to reflect such amended return. Not later than forty-five (45) days after the filing of such amended returnchanges or adjustments, each Member and IXnet shall pay to Parent, or Parent shall pay to each MemberIXnet, as the case may be, any without interest, the difference between the amounts determined by such recomputation amount as so recomputed and the amounts previously paid. (c) Subsidiary will elect under section 172(b)(3) of the Code or similar provisions of other applicable tax laws to forego the ability to carry back any loss, credit or similar tax attribute recognized after the Distribution to tax periods ending on or before the Distribution. If with respect to any taxable year a Member realizes a loss or credit that would be permitted under the Code or other applicable tax law (taking into account any election under section 172(b)(3) of the Code or similar provisions of other applicable tax laws) to be carried to one or more taxable years that precede such taxable year if such Member had filed a separate tax return for all such taxable years, then the amounts of the payments required under paragraph 3 for such taxable years shall be recomputed to give effect to such carryback; provided, however, that, notwithstanding subparagraphs (a) and (b) of this paragraph 4, no such recomputation Such payment shall be made with respect to any loss or credit carried back to a taxable year beginning no later than (i) five (5) days before December 3, 2001, or, if later, a taxable year in which the Member was not a Member; provided, further, that no loss or credit that could be carried back to a taxable year beginning before December 3, 2001 in which the Member was a Member shall be considered in determining the Member’s Separate Return Tax Liability due date for any other year. Each Member shall pay to Parentadditional payment of Tax by the IPC Group, or Parent shall pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid not later than forty-(ii) five (45) days after the date on which the Group’s federal income tax return for the taxable year is filed, or to the extent that such difference represents all or part of a tax refund claimed by the Group, not later than forty-five (455) days after the receipt of such refund. a refund or (diii) five (5) days after the determination becomes final, the filing of an amended return or the occurrence of any event giving rise to the recomputation. The parties recognize that such recomputed liability or refund for a recomputation under subparagraphs (a), (b) Post-1998 Taxable Year may not be or (c) of this paragraph 4 of the amounts of the payments required under paragraph 3 for any taxable year will not necessarily be reflect the final determination of the amounts of such payments Tax liability for such year, and that the amounts amount of such payments Tax liability may be recomputed under this paragraph more than once. (e2) In the event that a change in the tax liability of the Group arising from an amended return, adjustment or assessment described in subparagraph (a) of this paragraph 4 results or will result in the receipt of payment of interest, or the payment or recovery of penalties in excess of the aggregate interest or penalties included in determining the aggregate Separate Return Tax Liability of all of the Members, such interest or penalties shall be allocated to each Member as follows: The total amount of such excess interest or penalty shall be multiplied by a fraction, the denominator of which is the amount of the change in the Group Tax Liability on which the interest or penalty is computed, and the numerator of which is the amount of the change in the Member’s allocated tax liability, in both cases with respect to the most recent prior computation of the Group Tax Liability and the Member’s Separate Return Tax Liability. Each Member shall pay to Parent, or Parent shall pay to each Member, as the case may be, the excess interest or penalties allocated to each Member pursuant to this subparagraph 4(e) at the same time the amounts payable Payments made pursuant to subparagraph (a) shall include an allocable portion of this paragraph 4 become payable. (f) Except as provided in paragraph 6any interest paid or credited by the Internal Revenue Service, payments made pursuant to subparagraphs (a)provided, (b), (c), (d) or (e) of this paragraph 4 such interest shall not themselves bear interestbe treated as an item of income of -------- IXnet or a IXnet Subsidiary). Parent, in its sole reasonable discretion, shall determine the amount of any allocable portion of interest under this subparagraph 5(b).

CHANGES IN TAX LIABILITY. (a) If with respect to any taxable year (i) the Group files an amended Consolidated Return consolidated federal income tax return reporting a consolidated federal income tax liability different from the Group Tax Liability, (ii) the Group Tax Liability or any a Member’s 's tax liability is adjusted and such adjustment is a part of a final “"determination” " as the that term is defined in section 1313(a) of the Code or similar provisions of applicable lawCode, or (iii) the Group is assessed and pays federal income taxes in excess of the Group Tax Liability by reason of any of the events specified in section 6213(b) or (d) of the Code or similar provisions of applicable lawCode, then the amounts of the payments required under paragraph 3 shall be recomputed, subject to the limitations of subparagraph (c) of this paragraph 4, to give effect to such amended return, adjustment or assessment, as the case may be. Each That Member shall then pay to Parent, or Parent shall then pay to each that Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. Such payments shall be made no later than (i) where in the case of an additional payment of tax by the Group is due as a result of such amended return, adjustment or assessment, the later of (aof(a) forty-five (455) days after before the date of on which such additional payment of tax is due and or (b) forty-five (455) days after the date on which Parent notifies a Member of the amount of payment due from such that Member pursuant to this subparagraph (a); or (ii) where the Group receives a refund arising from such amended return or adjustment, forty-five (45) days after the receipt of such refund. (b) If with respect to any taxable year in which the Group files an amended Consolidated Return consolidated federal income tax return reporting a consolidated federal income tax liability identical to the Group Tax Liability, then the amounts of the payments required under paragraph 3, subject to the limitations of subparagraph (c) of this paragraph 4, shall be recomputed to give effect to such amended return. Not later than forty-five (45) days after the filing of such amended return, each the affected Member shall pay to Parent, or Parent shall pay to each that Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. (c) Subsidiary will elect under section 172(b)(3) of the Code or similar provisions of other applicable tax laws to forego the ability to carry back any loss, credit or similar tax attribute recognized after the Distribution to tax periods ending on or before the Distribution. If with respect to any taxable year a Member realizes a loss or credit that would be permitted under the Code or other applicable tax law (taking into account any election under section 172(b)(3) of the Code or similar provisions of other applicable tax lawsCode) to be carried to one or more taxable years that precede such taxable year if such Member had filed a separate federal income tax return for all such taxable years, then the amounts of the payments required under paragraph 3 for such taxable years shall be recomputed to give effect to such carryback; provided, however, that, notwithstanding subparagraphs (a) and (b) of this paragraph 4, no such recomputation shall be made with respect to any loss or credit carried back to a taxable year beginning before December 3, 2001, the date hereof or, if later, a taxable year in which the such Member was not a Member; provided, further, that no loss or credit that could be carried back to a taxable year beginning before December 3, 2001 the date hereof in which the such Member was a Member shall be considered in determining the such Member’s 's Separate Return Tax Liability for any other year. Each Such Member shall pay to Parent, or Parent shall pay to each such Member, as the case ease may be, any difference between the amounts determined by such recomputation and the amounts previously paid not later than forty-five (45) days clays after the date on which the Group’s 's federal income tax return for the taxable year is filed, or to the extent that such difference represents all or part of a tax refund claimed by the Group, not later than forty-five (455) days clays after the receipt of such refund. (d) The parties recognize that a recomputation under subparagraphs (a), (b) or (c) of this paragraph 4 of the amounts of the payments required under paragraph 3 for any taxable year will not necessarily be the final determination of the amounts of such payments for such year, and the amounts of such payments may be recomputed more than once. (e) In the event that a change in the tax liability of the Group arising from an amended return, adjustment or assessment described in subparagraph (a) of this paragraph 4 results or will result in the receipt of or payment of interest, or the payment or recovery of penalties in excess of the aggregate interest or penalties included in determining the aggregate Separate Return Tax Liability of all of the Membersa Member, such interest or penalties shall be allocated to each such Member as follows: The total amount of such excess interest or penalty shall be multiplied by a fraction, the denominator of which is the amount of the change in the Group Tax Liability on which the interest or penalty is computed, and the numerator of which is the amount of the change in the such Member’s 's allocated tax liability, in both cases with respect to the most recent prior computation of the Group Tax Liability and the such Member’s 's Separate Return Tax Liability. Each Such Member shall pay to Parent, or Parent shall pay to each such Member, as the case may be, the excess interest or penalties allocated to each such Member pursuant to this subparagraph 4(e) at the same time the amounts payable pursuant to subparagraph (a) of this paragraph 4 become payable. (f) Except as provided in paragraph 6, payments made pursuant to subparagraphs (a), (b), (c), (d) ), or (e) of this paragraph 4 shall not themselves bear interest.

CHANGES IN TAX LIABILITY. (a) If with respect to any taxable year (i) the Group files an amended Consolidated Return consolidated federal income tax return reporting a consolidated federal income tax liability different from the Group Tax Liability, (ii) the Group Tax Liability or any Member’s 's tax liability is adjusted and such adjustment is a part of a final “"determination” " as the that term is defined in section 1313(a) of the Code or similar provisions of applicable lawCode, or (iii) the Group is assessed and pays federal income taxes in excess of the Group Tax Liability by reason of any of the events specified in section 6213(b) or (d) of the Code or similar provisions of applicable lawCode, then the amounts of the payments required under paragraph 3 shall be recomputed, subject to the limitations of subparagraph (c) of this paragraph 4, to give effect to such amended return, adjustment or assessment, as the case may be. Each Member shall then pay to Parent, or Parent shall then pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. Such payments shall be made no later than (i) where an additional payment of tax by the Group is due as a result of such amended return, adjustment or assessment, the later of (a) forty-five (455) days after before the date of on which such additional payment of tax is due and (b) forty-five (455) days after the date on which Parent notifies a Member of the amount of payment due from such Member pursuant to this subparagraph (a); or (ii) where the Group receives a refund arising from such amended return or adjustment, forty-five (45) days after the receipt of such refund. (b) If with respect to any taxable year the Group files an amended Consolidated Return consolidated federal income tax return reporting a consolidated federal income tax liability identical to the Group Tax Liability, then the amounts of the payments required under paragraph 3, subject to the limitations of subparagraph (c) of this paragraph 4, shall be recomputed to give effect to such amended return. Not later than forty-five (45) days after the filing of such amended return, each Member shall pay to Parent, or Parent shall pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. (c) Subsidiary will elect under section 172(b)(3) of the Code or similar provisions of other applicable tax laws to forego the ability to carry back any loss, credit or similar tax attribute recognized after the Distribution to tax periods ending on or before the Distribution. If with respect to any taxable year a Member realizes a loss or credit that would be permitted under the Code or other applicable tax law (taking into account any election under section 172(b)(3) of the Code or similar provisions of other applicable tax laws) to be carried to one or more taxable years that precede such taxable year if such Member had filed a separate tax return for all such taxable years, then the amounts of the payments required under paragraph 3 for such taxable years shall be recomputed to give effect to such carryback; provided, however, that, notwithstanding subparagraphs (a) and (b) of this paragraph 4, no such recomputation shall be made with respect to any loss or credit carried back to a taxable year beginning before December 3, 2001, or, if later, a taxable year in which the Member was not a Member; provided, further, that no loss or credit that could be carried back to a taxable year beginning before December 3, 2001 in which the Member was a Member shall be considered in determining the Member’s Separate Return Tax Liability for any other year. Each Member shall pay to Parent, or Parent shall pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid not later than forty-five (45) days after the date on which the Group’s federal income tax return for the taxable year is filed, or to the extent that such difference represents all or part of a tax refund claimed by the Group, not later than forty-five (45) days after the receipt of such refund. (d) The parties recognize that a recomputation under subparagraphs (a), (b) or (cb) of this paragraph 4 of the amounts of the payments required under paragraph 3 for any taxable year will not necessarily be the final determination of the amounts of such payments for such year, and the amounts of such payments may be recomputed more than once. (ed) In the event that a change in the tax liability of the Group arising from an amended return, adjustment or assessment described in subparagraph (a) of this paragraph 4 results or will result in the receipt of or payment of interest, or the payment or recovery of penalties in excess of the aggregate interest or penalties included in determining the aggregate Separate Return Tax Liability of all of the Members, such interest or penalties shall be allocated to each Member as follows: The total amount of such excess interest or penalty shall be multiplied by a fraction, the denominator of which is the amount of the change in the Group Tax Liability on which the interest or penalty is computed, and the numerator of which is the amount of the change in the Member’s 's, allocated tax liability, in both cases with respect to the most recent prior computation of the Group Tax Liability and the Member’s 's Separate Return Tax Liability. Each Member shall pay to Parent, or Parent shall pay to each Member, as the case may be, the excess interest or penalties allocated to each Member pursuant to this subparagraph 4(e4(d) at the same time the amounts payable pursuant to subparagraph (a) of this paragraph 4 become payable. (fe) Except as provided in paragraph 6, payments made pursuant to subparagraphs (a), (b), (c), (d) or (ed) of this paragraph 4 shall not themselves bear interest.

CHANGES IN TAX LIABILITY. a. If any of the Holdings Group consolidated federal income tax returns for taxable years of Holdings ending on or after January 1, 1997 is changed or otherwise adjusted (a) If with respect to any taxable year (i) including, without limitation, by reason of the Group files filing of an amended Consolidated Return reporting return, a consolidated tax liability different from the Group Tax Liability, (ii) the Group Tax Liability or any Member’s tax liability is adjusted and such adjustment is a part of a "final “determination” " as the term is defined in section Section 1313(a) of the Code or similar provisions of applicable law, or (iii) the Group is assessed and pays income taxes in excess of the Group Tax Liability by reason of any of the events specified in section Section 6213(b) or (d) of the Code or similar provisions of applicable lawCode), then the amounts amount of the payments events specified in Section 6213(b) or (d) of the Code), then the amount of the payment required (1) from ISP to Holdings under paragraph 3 shall be recomputed, subject 2(b) or (2) from Holdings to the limitations of subparagraph (c) of this ISP under paragraph 4, to give effect to such amended return, adjustment or assessment, as the case may be. Each Member shall then pay to Parent, or Parent shall then pay to each Member2(d), as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. Such payments shall be made no recomputed by substituting the amount of the Holdings Group Actual Tax Liability (or the Holdings Group actual consolidated federal taxable income), the ISP Group Tax Liability (or the ISP Group hypothetical consolidated federal taxable income), or the ISP Group Tax Refund after the adjustments described above in place of the Holdings Group Actual Tax Liability (or the Holdings Group actual consolidated federal taxable income), the ISP Group Tax Liability (or the ISP Group hypothetical consolidated federal taxable income), or the ISP Group Tax Refund as previously computed. Not later than (i) where an five (5) days prior to the due date for any additional payment of tax by the Holdings Group is due as a result of such amended return, adjustment or assessment, the later of (a) forty-five (45) days after the date of which such additional payment of tax is due and (b) forty-five (45) days after the date on which Parent notifies a Member of the amount of payment due from such Member pursuant to this subparagraph (a); or (ii) where the Group receives a refund arising from such amended return or adjustment, forty-five (455) days after the receipt of such refund. a refund or (bii) If with respect to any taxable year the Group files an amended Consolidated Return reporting a consolidated tax liability identical to the Group Tax Liability, then the amounts of the payments required under paragraph 3, subject to the limitations of subparagraph (c) of this paragraph 4, shall be recomputed to give effect to such amended return. Not later than forty-five (455) days after the filing event giving rise to the recomputation if such event will not result in the payment of such amended returnadditional tax or the receipt of a refund, each Member ISP shall pay to ParentHoldings, or Parent Holdings shall pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. (c) Subsidiary will elect under section 172(b)(3) of the Code or similar provisions of other applicable tax laws to forego the ability to carry back any loss, credit or similar tax attribute recognized after the Distribution to tax periods ending on or before the Distribution. If with respect to any taxable year a Member realizes a loss or credit that would be permitted under the Code or other applicable tax law (taking into account any election under section 172(b)(3) of the Code or similar provisions of other applicable tax laws) to be carried to one or more taxable years that precede such taxable year if such Member had filed a separate tax return for all such taxable years, then the amounts of the payments required under paragraph 3 for such taxable years shall be recomputed to give effect to such carryback; provided, however, that, notwithstanding subparagraphs (a) and (b) of this paragraph 4, no such recomputation shall be made with respect to any loss or credit carried back to a taxable year beginning before December 3, 2001, or, if later, a taxable year in which the Member was not a Member; provided, further, that no loss or credit that could be carried back to a taxable year beginning before December 3, 2001 in which the Member was a Member shall be considered in determining the Member’s Separate Return Tax Liability for any other year. Each Member shall pay to Parent, or Parent shall pay to each Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid not later than forty-five (45) days after the date on which the Group’s federal income tax return for the taxable year is filed, or to the extent that such difference represents all or part of a tax refund claimed by the Group, not later than forty-five (45) days after the receipt of such refund. (d) The parties recognize that a recomputation under subparagraphs (a), (b) or (c) of this paragraph 4 of the amounts of the payments required under paragraph 3 for any taxable year will not necessarily be the final determination of the amounts of such payments for such year, and the amounts of such payments may be recomputed more than once. (e) In the event that a change in the tax liability of the Group arising from an amended return, adjustment or assessment described in subparagraph (a) of this paragraph 4 results or will result in the receipt of payment of interest, or the payment or recovery of penalties in excess of the aggregate interest or penalties included in determining the aggregate Separate Return Tax Liability of all of the Members, such interest or penalties shall be allocated to each Member as follows: The total amount of such excess interest or penalty shall be multiplied by a fraction, the denominator of which is the amount of the change in the Group Tax Liability on which the interest or penalty is computed, and the numerator of which is the amount of the change in the Member’s allocated tax liability, in both cases with respect to the most recent prior computation of the Group Tax Liability and the Member’s Separate Return Tax Liability. Each Member shall pay to Parent, or Parent shall pay to each MemberISP, as the case may be, the excess interest difference between the new ISP Group Tax Liability (or penalties allocated to each Member pursuant to this subparagraph 4(eRefund) at the same time and the amounts payable pursuant to subparagraph previously paid. The parties recognize that such new liability (or Refund) for any taxable year is not necessarily the Holdings Group's or the ISP Group's final liability for that taxable year, and may be recomputed in accordance with this paragraph 3(a) more than once. b. If any of the Holdings Group consolidated federal income tax returns for taxable years of Holdings ending on or before January 1, 1997 is changed or otherwise adjusted (including, without limitation, by reason of the filing of an amended return, a "final determination" as defined in Section 1313 (a) of the Code or any of the events specified in Section 6213(b) or (d) of the Code), then ISP shall pay to Holdings an amount equal to any tax that would be payable by reason of any such change or adjustment relating to the business or assets of ISP (other than taxes, if any, arising from the transactions relating to the formation of ISP Group). Such payments shall be determined by Parent, in its sole discretion, in accordance with principles analogous to these set forth herein and shall be made not later than (i) five (5) days prior to the due date for any additional payment of tax by the Holdings Group or (ii) five (5) days after the event giving rise to the change or adjustment if such event will not result in the payment of additional tax. The parties recognize that such payment for any taxable year is not necessarily the ISP Group's final liability under this paragraph 4 become payable3(b) for that taxable year, and may be recomputed in accordance with this paragraph 3(b) more than once. c. Payments made pursuant to paragraph (fa) Except shall include an allocable portion of any interest paid or credited by the Internal Revenue Service (net of tax; provided, such interest shall not be treated as provided in paragraph 6, an item of income of the ISP Group); payments made pursuant to subparagraphs paragraphs (a), ) and (b), (c), (d) or (e) of this paragraph 4 shall not themselves bear interest.

CHANGES IN TAX LIABILITY. (a) If with respect to any taxable year (i) the Group files an amended Consolidated Return consolidated federal income tax return reporting a consolidated federal income tax liability different from the Group Tax Liability, (ii) the Group Tax Liability or any a Member’s 's tax liability is adjusted and such adjustment is a part of a final “"determination” " as the that term is defined in section 1313(a) of the Code or similar provisions of applicable lawCode, or (iii) the Group is assessed and pays federal income taxes in excess of the Group Tax Liability by reason of any of the events specified in section 6213(b) or (d) of the Code or similar provisions of applicable lawCode, then the amounts of the payments required under paragraph 3 shall be recomputed, subject to the limitations of subparagraph (c) of this paragraph 4, to give effect to such amended return, adjustment or assessment, as the case may be. Each that Member shall then pay to Parent, or Parent shall then pay to each that Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. Such payments shall be made no later than (i) where in the case of an additional payment of tax by the Group is due as a result of such amended return, adjustment or assessment, the later of (a) forty-five (455) days after before the date of on which such additional payment of tax is due and or (b) forty-five (455) days after the date on which Parent notifies a Member of the amount of payment due from such that Member pursuant to this subparagraph (a); or (ii) where the Group receives a refund arising from such amended return or adjustment, forty-five (45) days after the receipt of such refund. (b) If with respect to any taxable year in which the Group files an amended Consolidated Return consolidated federal income tax return reporting a consolidated federal income tax liability identical to the Group Tax Liability, then the amounts of the payments required under paragraph 3, subject to the limitations of subparagraph (c) of this paragraph 4, shall be recomputed to give effect to such amended return. Not later than forty-five (45) days after the filing of such amended return, each the affected Member shall pay to Parent, or Parent shall pay to each that Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid. (c) Subsidiary will elect under section 172(b)(3) of the Code or similar provisions of other applicable tax laws to forego the ability to carry back any loss, credit or similar tax attribute recognized after the Distribution to tax periods ending on or before the Distribution. If with respect to any taxable year a Member realizes a loss or credit that would be permitted under the Code or other applicable tax law (taking into account any election under section 172(b)(3) of the Code or similar provisions of other applicable tax lawsCode) to be carried to one or more taxable years that precede such taxable year if such Member had filed a separate federal income tax return for all such taxable years, then the amounts of the payments required under paragraph 3 for such taxable years shall be recomputed to give effect to such carryback; provided, however, that, notwithstanding subparagraphs (a) and (b) of this paragraph 4, no such recomputation shall be made with respect to any loss or credit carried back to a taxable year beginning before December 3, 2001the date hereof, or, if later, a taxable year in which the such Member was not a Member; provided, further, that no loss or credit that could be carried back to a taxable year beginning before December 3, 2001 the date hereof in which the such Member was a Member shall be considered in determining the such Member’s 's Separate Return Tax Liability for any other year. Each Such Member shall pay to Parent, or Parent shall pay to each such Member, as the case may be, any difference between the amounts determined by such recomputation and the amounts previously paid not later than forty-five (45) days after the date on which the Group’s 's federal income tax return for the taxable year is filed, or to the extent that such difference represents all or part of a tax refund claimed by the Group, not later than forty-five (455) days after the receipt of such refund. (d) The parties recognize that a recomputation under subparagraphs (a), (b) or (c) of this paragraph 4 of the amounts of the payments required under paragraph 3 for any taxable year will not necessarily be the final determination of the amounts of such payments for such year, and the amounts of such payments may be recomputed more than once. (e) In the event that a change in the tax liability of the Group arising from an amended return, adjustment or assessment described in subparagraph (a) of this paragraph 4 results or will result in the receipt of or payment of interest, or the payment or recovery of penalties in excess of the aggregate interest or penalties included in determining the aggregate Separate Return Tax Liability of all of the Membersa Member, such interest or penalties shall be allocated to each such Member as follows: The total amount of such excess interest or penalty shall be multiplied by a fraction, the denominator of which is the amount of the change in the Group Tax Liability on which the interest or penalty is computed, and the numerator of which is the amount of the change in the such Member’s 's allocated tax liability, in both cases with respect to the most recent prior computation of the Group Tax Liability and the such Member’s 's Separate Return Tax Liability. Each Such Member shall pay to Parent, or Parent shall pay to each such Member, as the case may be, the excess interest or penalties allocated to each such Member pursuant to this subparagraph 4(e) at the same time the amounts payable pursuant to subparagraph (a) of this paragraph 4 become payable. (f) Except as provided in paragraph 6, payments made pursuant to subparagraphs (a), (b), (c), (d) ), or (e) of this paragraph 4 shall not themselves bear interest.