Common use of Carrybacks Clause in Contracts

Carrybacks. FCI agrees to pay to Metris the actual tax benefit received by the FCI Group from the use in any Pre-Deconsolidation Period of a carryback of any Special Tax Attributes of the Metris Group from a Post- Deconsolidation Period. Such benefit shall be considered equal to the lesser of (a) the benefit Metris would have received had such Special Tax Attributes arisen in a Pre- Deconsolidation Period and (b) the excess of (1) the amount of Federal Income Taxes imposed on the Consolidated Group or the amount of Combined Taxes imposed on the Combined Group, as the case may be, that would have been payable by the Consolidated Group or Combined Group in the absence of such carryback over (2) the amount of Federal Income Taxes or Combined Taxes, as the case may be, actually paid. Payment of the amount of such benefit shall be made within ninety (90) days of the filing of the applicable tax return for the taxable year in which the Special Tax Attributes are utilized. If subsequent to the payment by FCI to Metris of any such amount, there shall be (a) a Final Determination which results in a disallowance or a reduction of the Special Tax Attributes so carried back or (b) a reduction in the amount of the benefit realized by the FCI Group as a result of any other Special Tax Attributes that arise in a Post-Deconsolidation Period, Metris shall receive support for such disallowance or reduction in writing, and shall repay to FCI, within ninety (90) days of such event, any amount which would not have been payable to Metris pursuant to this Section 5.3 had the amount of the benefit been determined in light of these events. Metris shall hold FCI harmless for any penalty, addition to tax or interest payable by any member of the FCI Group as a result of any such event. Any such amount shall be provided to Metris in writing and shall be paid by Metris to FCI within ninety (90) days after notice to Metris of the payment by FCI, or any member of the Consolidated Group or Combined Group of any such penalty, addition to tax, or interest. Nothing in this Section 5.3 shall require FCI to file a claim for refund of Federal Income Taxes or Combined Taxes.

Carrybacks. FCI (a) To the extent permitted by applicable law, Buyers shall (or shall cause or permit the Company Entities or Brazil NewCo to) elect to relinquish any carryback of a Tax Asset to any Pre-Closing Period. In cases where Buyers, any Company Entity or Brazil NewCo cannot elect to relinquish such carrybacks, Parent agrees to pay to Metris Buyers, the actual tax net Tax benefit received by the FCI Group any Company Entity, Parent or any Affiliates from the use in any Pre-Deconsolidation Closing Period of a carryback of any Special Tax Attributes Asset of the Metris Group from any Company Entity or Brazil NewCo arising in a Post- Deconsolidation Post-Closing Period. Such benefit shall be considered equal to the lesser of (a) the benefit Metris would have received had such Special Tax Attributes arisen in a Pre- Deconsolidation Period and (b) the excess of (1i) the amount of Federal Income Taxes imposed on the Consolidated Group or the amount of Combined Taxes imposed on the Combined Group, as the case may be, that would have been payable (or the amount of the Tax refund, offset or other reduction in Tax liability actually receivable) by the Consolidated Group any Company Entity, Brazil NewCo, Parent or Combined Group any Affiliates in the absence of such carryback over (2ii) the amount of Federal Income Taxes actually payable (or Combined Taxesthe amount of the Tax refund, as the case may beoffset or other reduction in Tax liability that would have been receivable) by, actually paidor taken into account in determining any adjustment arising on audit of, any Company Entity, Brazil NewCo Parent or any of its Affiliates. Payment of the amount of such benefit shall be made within ninety (90) days of the filing of the applicable tax return Tax Return or any adjustment for the taxable Tax year in which the Special Tax Attributes are utilizedAsset is carried back. If If, subsequent to the payment by FCI to Metris of any such amountpayment, there shall be (aA) a Final Determination which results in a disallowance or a reduction of the Special Tax Attributes Asset so carried back back, or (bB) a reduction in the amount of the benefit realized by the FCI Group any Company Entity, Brazil NewCo, Parent or any of its affiliates from such Tax Asset as a result of a Final Determination or the use of a Tax Asset of any other Special group of corporations filing consolidated, combined, unitary or similar Tax Attributes that arise in Returns of which Parent of any of its Affiliates is or was the common parent (a Post-Deconsolidation Period“Seller Group”), Metris shall receive support for such disallowance or reduction in writing, and Buyers shall repay to FCIParent, within ninety (90) days of such eventevent described in (A) or (B), any amount which that would not have been payable to Metris Buyers pursuant to this Section 5.3 8.7 had the amount of the benefit been determined in light of these such events. Metris To the extent Buyers’ repayment obligation arises because of the use of a Tax Asset of the Seller Group, or to the extent that an event described in (A) or (B) above results in Parent or any of its affiliates making a payment to a Governmental Entity or making a deposit with a Governmental Entity to stop the running of interest, Buyers shall pay Parent interest at Prime on the amount repaid to Parent from the date such amount was paid by Parent to Buyers until such repayment. In addition, Buyers shall hold FCI Parent harmless for any penalty, addition to tax penalty or interest payable by any member Company Entity, Parent or any of the FCI Group its affiliates as a result of any such event. Any such amount shall be provided to Metris in writing and shall be paid by Metris Buyers to FCI Parent within ninety (90) days after notice to Metris of the payment by FCI, or any member of the Consolidated Group or Combined Group Parent of any such interest or penalty, addition to tax, or interest. Nothing in this Section 5.3 shall require FCI to file a claim for refund of Federal Income Taxes or Combined Taxes.

Carrybacks. FCI agrees to pay to Metris In the actual tax benefit received by the FCI Group from the use in any Pre-Deconsolidation Period of a carryback case of any Special Tax Attributes of the Metris Group from that is computed or payable on a Post- Deconsolidation Period. Such benefit shall be considered equal to the lesser of (a) the benefit Metris would have received had such Special Tax Attributes arisen in consolidated, combined or unitary basis by a Pre- Deconsolidation Period and (b) the excess of (1) the amount of Federal Income Taxes imposed on the Consolidated Group or the amount of Combined Taxes imposed on the Combined Group, as each party shall elect and shall cause each of its Entities to elect, where permitted by law, (A) to carry forward and (B) to relinquish or forego all carryback periods with respect to, any NOL or other net operating loss, net capital loss, charitable contribution or other item arising after the case may beMerger Date that could, that would have been payable by the Consolidated Group or Combined Group would, in the absence of such election, be carried back to a Pre-Merger Taxable Period. If, notwithstanding the foregoing, any item of deduction, loss or credit relating to such a Tax and attributable to a party (or any Person affiliated with such party) is carried back from a Post-Merger Taxable Period to a Combined Group taxable year, the party whose Subgroup is the source of the carryback over item shall be entitled to any and all benefits resulting from such carryback, including, without limitation, (2A) any refund or credit of Taxes resulting from such carryback and (B) any increase in NOLs or other beneficial Tax attributes available for utilization or carryforward as a result of such carryback. If a party (other than the party which is the source of the carryback item) realizes an increase described in clause (B) of the foregoing sentence, the party realizing the increase shall pay to such other party an amount equal to the Tax benefit resulting from such increase in NOLs or other beneficial Tax attributes, and by way of Federal Income Taxes or Combined Taxesexample, the party obligated to make payment as a result of realizing an increase in NOLs shall pay to the case may be, actually paid. Payment other party an amount equal to 35% of the amount of such benefit increase. Any amount payable under this Section 3.03(b)(ii) shall be made within ninety payable upon written request of the party entitled to payment providing reasonable detail of the calculation of the amount payable, but in no event earlier than thirty (9030) days of following the filing of the applicable tax return for the taxable year in date on which the Special Tax Attributes are utilizedReturn providing for such carryback was filed. If subsequent to the payment by FCI to Metris of It is understood and agreed that any such amount, there amount owing under this section shall be (a) a Final Determination which results in a disallowance or a reduction of calculated by assuming that the Special Tax Attributes so carried back or (b) a reduction in the amount of the benefit resulting from such carryback will be currently realized by the FCI Group as a result of any other Special Tax Attributes that arise in a Post-Deconsolidation Period, Metris shall receive support for such disallowance or reduction in writing, and shall repay to FCI, within ninety (90) days of such event, any amount which would not have been payable to Metris pursuant to this Section 5.3 had the amount of the benefit been determined in light of these events. Metris shall hold FCI harmless for any penalty, addition to tax or interest payable by any member of the FCI Group as a result of any such event. Any such amount shall be provided to Metris in writing payor party and shall be paid payable without regard to when such Tax benefit actually would have been realized by Metris to FCI within ninety (90) days after notice to Metris of the payment by FCI, or any member of the Consolidated Group or Combined Group of any such penalty, addition to tax, or interest. Nothing in this Section 5.3 shall require FCI to file a claim for refund of Federal Income Taxes or Combined Taxesparty.

Carrybacks. FCI Ford agrees to pay to Metris Associates the actual tax Federal Income Tax benefit received by the FCI Ford Group from the use in any Pre-Deconsolidation Spinoff Period (the "Carryback Period") of a carryback of any Special Tax Attributes Asset of the Metris Associates Group from a Post- Deconsolidation Post-Spinoff Period. Such The Federal Income Tax benefit of a carryback of a Tax Asset shall be considered equal to the lesser of of: (a) either (1) the benefit Metris increase in the amount Ford would have received paid Associates or (2) the decrease in the amount Associates would have paid Ford had the amount of such Special Tax Attributes Asset applied to the Carryback Period arisen in a Pre- Deconsolidation Period and such Carryback Period, whichever is greater, or (b) the excess of (1) the amount of the reduction in Federal Income Taxes imposed on the Consolidated Group or for the amount of Combined Taxes imposed on Carryback Period resulting solely from the Combined Group, as the case may be, that would have been payable by the Consolidated Group or Combined Group in the absence carryback of such carryback over (2) the amount of Tax Asset. Ford shall pay Associates such Federal Income Taxes or Combined Taxes, as Tax benefit not later than sixty (60) days after Ford realizes the case may be, actually paid. Payment economic benefit of the amount carryback, including interest calculated pursuant to the principles of Section 4.8(b)(3)(ii) of this Agreement, of such benefit shall be made within ninety (90) days Tax Asset of the filing of the applicable tax return for the taxable year in which the Special Tax Attributes are utilizedAssociates Group. If subsequent to the payment by FCI Ford to Metris Associates of any such amountthe Federal Income Tax benefit of a carryback of a Tax Asset of the Associates Group, there shall be (a) a Final Determination which results (a) in a disallowance or a reduction of the Special Tax Attributes Asset so carried back or (b) a reduction in the amount of the benefit realized by the FCI Group as a result of any other Special such Federal Income Tax Attributes that arise in a Post-Deconsolidation Periodbenefit, Metris shall receive support for such disallowance or reduction in writing, and Associates shall repay to FCIFord, within ninety not later than sixty (9060) days of after such event, event any amount which would not have been payable to Metris Associates pursuant to this Section 5.3 5.2 had the amount of the benefit been determined in light of these events. Metris Associates shall indemnify Ford and hold FCI it harmless for from and against any penaltyinterest, addition to tax Tax or interest penalty payable by any member of the FCI Ford Group as a result of any such event. Any such amount shall be provided to Metris in writing and shall be paid by Metris Associates to FCI within ninety Ford not later than sixty (9060) days after notice to Metris of the payment by FCI, Ford or any member of the Consolidated Group or Combined Group of any such penaltyinterest, addition to taxTax, or interestpenalty. Nothing in this Section 5.3 5.2 shall require FCI Ford to file a an amended Tax Return or claim for refund of Federal Income Taxes Taxes. Nothing in this Agreement is intended to limit the ability of Associates and the Associates Affiliates to implement Tax planning strategies designed to reduce or Combined Taxes.eliminate any carryback of any Tax Assets of the Associates Group from any Post-Spinoff Period to any Pre-Spinoff Period. 5.3

Carrybacks. FCI Ford agrees to pay to Metris Associates the actual tax benefit received by the FCI Ford Group from the use in any Pre-Deconsolidation Period of a carryback of any Special Tax Attributes Asset of the Metris Associates Group from a Post- Deconsolidation Period. Such benefit shall be considered equal to the lesser of (a) the benefit Metris amount Ford would have received paid Associates had such Special Tax Attributes Asset arisen in a Pre- Pre-Deconsolidation Period and (b) the excess of (1) the amount of Federal Income Taxes imposed on the Consolidated Group or the amount of Combined Taxes imposed on the Combined Group, as the case may bemay, that would have been payable by the Consolidated Group or Combined Group in the absence of such carryback over (2) the amount of Federal Income Taxes or Combined Taxes, as the case may be, actually paid. Payment of the amount of such benefit shall be made within ninety (90) 90 days of the filing of the applicable tax return for the taxable year in which the Special Tax Attributes are Asset is utilized. If subsequent to the payment by FCI Ford to Metris Associates of any such amount, there shall be (a) a Final Determination which results in a disallowance or a reduction of the Special Tax Attributes Asset so carried back or (b) a reduction in the amount of the benefit realized by the FCI Ford Group as a result of any other Special Tax Attributes Asset that arise arises in a Post-Post- Deconsolidation Period, Metris shall receive support for such disallowance or reduction in writing, and Associates shall repay to FCIFord, within ninety (90) 90 days of such event, event any amount which would not have been payable to Metris Associates pursuant to this Section 5.3 had the amount of the benefit been determined in light of these events. Metris Associates shall hold FCI Ford harmless for any penalty, addition to tax or interest payable by any member of the FCI Ford Group as a result of any such event. Any such amount shall be provided to Metris in writing and shall be paid by Metris Associates to FCI Ford within ninety (90) 90 days after notice to Metris of the payment by FCI, Ford or any member of the Consolidated Group or Combined Group of any such penalty, addition to tax, or interest. Nothing in this Section 5.3 shall require FCI to file a claim for refund of Federal Income Taxes or Combined Taxes.Consolidated

Carrybacks. FCI (a) In General. Hewlett-Packard agrees to pay to Metris Agilent the actual tax benefit received by the FCI Group ---------- Federal Income Tax Benefit from the use in any Pre-Deconsolidation Spinoff Period (the "Carryback Period") of a carryback of any Special Tax Attributes Asset of the Metris Agilent Group from a Post- Deconsolidation Post-Distribution Period; provided, however, that if such carryback permanently -------- ------- prevents Hewlett-Packard from using a Tax Asset, Agilent shall reimburse Hewlett-Packard for such payment. Such benefit The Federal Income Tax Benefit of a carryback of a Tax Asset shall be considered equal to the lesser of (a) the benefit Metris would have received had such Special Tax Attributes arisen in a Pre- Deconsolidation Period and (b) the excess greater of (1) the amount of Federal Income Taxes imposed on the Consolidated Group or increase in the amount of Combined Taxes imposed on the Combined Group, as the case may be, that Hewlett-Packard would have been payable by the Consolidated Group paid Agilent or Combined Group in the absence of such carryback over (2) the decrease in the amount of Federal Income Taxes or Combined Taxes, as the case may be, actually paid. Payment of Agilent would have paid Hewlett-Packard had the amount of such benefit shall be made within ninety (90) days Tax Asset applied to the Carryback Period arisen in such Carryback Period and the provisions of the filing Section 3 of the applicable tax return for the taxable year in which the Special Tax Attributes are utilizedthis Agreement applied to such period. If subsequent to the payment by FCI Hewlett-Packard to Metris Agilent of any such amountthe Federal Income Tax Benefit of a carryback of a Tax Asset of the Agilent Group, there shall be (a) a Final Determination which results (1) in a disallowance or a reduction of the Special Tax Attributes Asset so carried back or (b2) a reduction in the amount of the benefit realized by the FCI Group as a result of any other Special such Federal Income Tax Attributes that arise in a Post-Deconsolidation PeriodBenefit, Metris shall receive support for such disallowance or reduction in writing, and Agilent shall repay to FCI, within ninety (90) days of such event, Hewlett-Packard any amount which would not have been payable to Metris Agilent pursuant to this Section 5.3 5.5 had the amount of the benefit been determined in light of these events. Metris Agilent shall indemnify Hewlett-Packard and hold FCI it harmless for from and against any penaltyinterest, addition to tax Tax or interest penalty payable by any member of the FCI Hewlett-Packard Group as a result of any such event. Any such amount shall be provided to Metris in writing and shall be paid by Metris to FCI within ninety (90) days after notice to Metris of the payment by FCI, or any member of the Consolidated Group or Combined Group of any such penalty, addition to tax, or interest. Nothing in this Section 5.3 5.5 shall require FCI Hewlett-Packard to file a an amended Tax Return or claim for refund of Federal Income Taxes Taxes; provided, however, that Hewlett-Packard shall use its reasonable best efforts to -------- ------- use any carryback of a Tax Asset of the Agilent Group that is carried back under this Section 5.5. Nothing in this Agreement is intended to limit the ability of Agilent and the Agilent Affiliates to implement Tax planning strategies designed to reduce or Combined Taxeseliminate any carryback of any Tax Assets of the Agilent Group from any Post-Distribution Period to any Interim Period.

Carrybacks. FCI WISI agrees to pay to Metris TD Waterhouse the actual tax benefit received by the FCI WISI Group (net of applicable expenses) from the use in any Pre-Deconsolidation Period of a carryback of any Special Tax Attributes Asset of the Metris TD Waterhouse Group from a Post- Post-Deconsolidation Period. Such benefit shall be considered equal to the lesser of (a) the benefit Metris amount WISI would have received paid TD Waterhouse had such Special Tax Attributes Asset arisen in a Pre- Pre-Deconsolidation Period and (b) the excess of (1) the amount of Federal Income Taxes imposed on the Consolidated Group or the amount of Combined Taxes imposed on the Combined Group, as the case may bemay, that would have been payable by the Consolidated Group or Combined Group in the absence of such carryback over (2) the amount of Federal Income Taxes or Combined Taxes, as the case may be, actually paid. Payment of the amount of such benefit shall be made within ninety (90) 90 days of the filing of the applicable tax return for the taxable year in which the Special Tax Attributes are Asset is utilized. If subsequent to the payment by FCI WISI to Metris TD Waterhouse of any such amount, there shall be (a) a Final Determination which results in a disallowance or a reduction of the Special Tax Attributes Asset so carried back or (b) a reduction in the amount of the benefit realized by the FCI WISI Group as a result of any other Special Tax Attributes Asset that arise arises in a Post-Deconsolidation Period, Metris shall receive support for such disallowance or reduction in writing, and TD Waterhouse shall repay to FCIWISI, within ninety (90) 90 days of such event, event any amount which would not have been payable to Metris TD Waterhouse pursuant to this Section 5.3 had the amount of the benefit been determined in light of these events. Metris TD Waterhouse shall hold FCI WISI harmless for any penalty, addition to tax or interest payable by any member of the FCI WISI Group as a result of any such event. Any such amount shall be provided to Metris in writing and shall be paid by Metris TD Waterhouse to FCI WISI within ninety (90) 90 days after notice to Metris of the payment by FCI, WISI or any member of the Consolidated Group or Combined Group of any such penalty, addition to tax, or interest. Nothing in this Section 5.3 shall require FCI WISI to file a claim for refund of Federal Income Taxes or Combined Taxes.

Carrybacks. FCI Ford agrees to pay to Metris Hertz the actual tax benefit received by the FCI Ford Group from the use in any Pre-Deconsolidation Period of a carryback of any Special Tax Attributes Asset of the Metris Hertz Group from a Post- Post-Deconsolidation Period. Such benefit shall be considered equal to the lesser of (a) the benefit Metris amount Ford would have received paid Hertz had such Special Tax Attributes Asset arisen in a Pre- Pre-Deconsolidation Period and (b) the excess of (1) the amount of Federal Income Taxes imposed on the Consolidated Group or the amount of Combined Taxes imposed on the Combined Group, as the case may bemay, that would have been payable by the Consolidated Group or Combined Group in the absence of such carryback over (2) the amount of Federal Income Taxes or Combined Taxes, as the case may be, actually paid. Payment of the amount of such benefit shall be made within ninety (90) 90 days of the filing of the applicable tax return for the taxable year in which the Special Tax Attributes are Asset is utilized. If subsequent to the payment by FCI Ford to Metris Hertz of any such amount, there shall be (a) a Final Determination which results in a disallowance or a reduction of the Special Tax Attributes Asset so carried back or (b) a reduction in the amount of the benefit realized by the FCI Ford Group as a result of any other Special Tax Attributes Asset that arise arises in a Post-Deconsolidation Period, Metris shall receive support for such disallowance or reduction in writing, and Hertz shall repay to FCIFord, within ninety (90) 90 days of such event, event any amount which would not have been payable to Metris Hertz pursuant to this Section 5.3 had the amount of the benefit been determined in light of these events. Metris Hertz shall hold FCI Ford harmless for any penalty, addition to tax or interest payable by any member of the FCI Ford Group as a result of any such event. Any such amount shall be provided to Metris in writing and shall be paid by Metris Hertz to FCI Ford within ninety (90) 90 days after notice to Metris of the payment by FCI, Ford or any member of the Consolidated Group or Combined Group of any such penalty, addition to tax, or interest. Nothing in this Section 5.3 shall require FCI Ford to file a claim for refund of Federal Income Taxes or Combined Taxes.

Carrybacks. FCI WISI agrees to pay to Metris TD Waterhouse the actual tax benefit received by the FCI WISI Group from the use in any Pre-Deconsolidation Period of a carryback of any Special Tax Attributes Asset of the Metris WSI Group from a Post- Post-Deconsolidation Period. Such benefit shall be considered equal to the lesser of (a) the benefit Metris amount WISI would have received paid TD Waterhouse had such Special Tax Attributes Asset arisen in a Pre- Pre-Deconsolidation Period and (b) the excess of (1) the amount of Federal Income Taxes imposed on the Consolidated Group or the amount of Combined Taxes imposed on the Combined Group, as the case may bemay, that would have been payable by the Consolidated Group or Combined Group in the absence of such carryback over (2) the amount of Federal Income Taxes or Combined Taxes, as the case may be, actually paid. Payment of the amount of such benefit shall be made within ninety (90) 90 days of the filing of the applicable tax return for the taxable year in which the Special Tax Attributes are Asset is utilized. If subsequent to the payment by FCI WISI to Metris TD Waterhouse of any such amount, there shall be (a) a Final Determination which results in a disallowance or a reduction of the Special Tax Attributes Asset so carried back or (b) a reduction in the amount of the benefit realized by the FCI WISI Group as a result of any other Special Tax Attributes Asset that arise arises in a Post-Deconsolidation Period, Metris shall receive support for such disallowance or reduction in writing, and TD Waterhouse shall repay to FCIWISI, within ninety (90) 90 days of such event, event any amount which would not have been payable to Metris TD Waterhouse pursuant to this Section 5.3 had the amount of the benefit been determined in light of these events. Metris TD Waterhouse shall hold FCI WISI harmless for any penalty, addition to tax or interest payable by any member of the FCI WISI Group as a result of any such event. Any such amount shall be provided to Metris in writing and shall be paid by Metris TD Waterhouse to FCI WISI within ninety (90) 90 days after notice to Metris of the payment by FCI, WISI or any member of the Consolidated Group or Combined Group of any such penalty, addition to tax, or interest. Nothing in this Section 5.3 shall require FCI WISI to file a claim for refund of Federal Income Taxes or Combined Taxes.

Carrybacks. FCI CHI agrees to pay to Metris Restaurants the actual tax benefit benefits received by the FCI CHI Group from the use in any Pre-Deconsolidation Period or Pre-Decombination Period of a carryback of any Special Tax Attributes of the Metris Restaurants Group from a Post- Post-Deconsolidation Period or Post-Decombination Period. Such benefit shall be considered equal to the lesser of (a) the benefit Metris Restaurants would have received had such Special Tax Attributes arisen in a Pre- Pre-Deconsolidation Period and (b) the excess of (1) the amount of Federal Income Taxes imposed on the Consolidated Group or the amount of Combined Taxes imposed on the Combined Group, as the case may be, that would have been payable by the Consolidated Group or Combined Group in the absence of such carryback over (2) the amount of Federal Income Taxes or Combined Taxes, as the case may be, actually paidPre-Decombination Period. Payment of the amount of such benefit shall be made within ninety (90) days of the filing of the applicable tax return for the taxable year in which the Special Tax Attributes are utilized. If subsequent to the payment by FCI CHI to Metris Restaurants of any such amount, there shall be (a) a Final Determination which results in a disallowance or a reduction of the Special Tax Attributes so carried back or (b) a reduction in the amount of the benefit realized by the FCI CHI Group as a result of any other Special Tax Attributes that arise in a Post-Deconsolidation Period or Post-Decombination Period, Metris Restaurants shall receive support for such disallowance or reduction in writing, and shall repay to FCI, CHI within ninety (90) days of such event, any an amount which would not have been payable to Metris Restaurants pursuant to this their Section 5.3 had the amount of the benefit been determined in light of these events. Metris Restaurants shall hold FCI CHI harmless for any penalty, addition to tax tax, or interest payable by any member of the FCI CHI Group as a result of any such eventevent unless Restaurants objects to the decision made by CHI regarding the carryback of the Special Tax Attributes or to the Final Determination agreed to by CHI regarding the assessment of any penalty, addition to tax, or interest. Any such amount shall be provided to Metris Restaurants in writing and shall be paid by Metris Restaurants to FCI CHI within ninety (90) days after notice to Metris Restaurants of the payment by FCI, CHI or any member of the Consolidated Group or Combined Group of any such penalty, addition to tax, or interest. Nothing in this Section 5.3 shall require FCI CHI to file a claim for refund of Federal Income Taxes or Combined Taxes.