Common use of Applicable Principles Clause in Contracts

Applicable Principles. Subject to Section 3.3, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of the Corporate Taxpayer and its Subsidiaries for such Taxable Year attributable to the Tax Assets and Payment Deductions determined using a “with and without” methodology. Deductions, carryovers or carrybacks of any Tax item attributable to the Tax Assets and the Payment Deductions shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of the deductions, carryovers or carrybacks of the relevant type. The parties agree that all Tax Benefit Payments and other payments under this Agreement with respect to any shares of the Corporate Taxpayer redeemed in connection with the execution of this Agreement (to the extent permitted by law and other than amounts accounted for as interest under the Code) shall be treated as subsequent upward purchase price adjustments with respect to such redeemed shares that give rise to further deductions of Imputed Interest which such additional deductions in respect of Imputed Interest will be incorporated into the current year calculation and into future year calculations, as appropriate. If a deduction, carryover or carryback of any Tax item includes a portion that is attributable to the Tax Assets or Payment Deductions and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. For the Taxable Year that includes the Closing Date, (i) any NOLs that would arise upon treating Closing Date as the last day of the Corporate Taxpayer’s Taxable Year shall be treated as Tax Assets and (ii) and Realized Tax Benefits or Realized Tax Detriments shall be determined for the period beginning the day after the Closing Date and ending on the last day of the Corporate Taxpayer’s Taxable Year.

Applicable Principles. Subject To the extent any amount of the Actual Tax Liability for any Covered Taxable Year is increased or proposed to Section 3.3be increased as a result of an audit by a Taxing Authority of any Covered Taxable Year, the Actual Tax Liability shall not reflect such increase in determining the Realized Tax Benefit or Realized Tax Detriment for each such Covered Taxable Year is unless and until there has been a Determination (or amendment of a Tax Benefit Schedule pursuant to Section 2.03(b) of this Agreement), at which time the liability for Covered Taxes (including interest with respect thereto under applicable law) for such Covered Taxable Year in accordance with such Determination (or amendment of a Tax Benefit Schedule pursuant to Section 2.03(b) of this Agreement) shall be the amount of Actual Tax Liability for such Covered Taxable Year included in determining the Realized Tax Benefit or Realized Tax Detriment for such Covered Taxable Year. Realized Tax Benefit and Realized Tax Detriment for any Covered Taxable Year are intended to measure reflect the decrease or increase in the actual liability for Taxes of the Corporate Taxpayer and its Subsidiaries Actual Tax Liability for such Covered Taxable Year attributable to the Tax Assets Basis Adjustments and Payment Deductions Imputed Interest, determined using a “with and without” methodology. Deductions, carryovers Carryovers or carrybacks of any Tax item attributable to the Tax Assets Basis Adjustments or Imputed Interest (determined using such “with and the Payment Deductions without” methodology) shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, Tax Law governing the use, limitation and expiration of the deductions, carryovers or carrybacks of the relevant type. The parties agree that all Tax Benefit Payments and other payments under this Agreement with respect to any shares of the Corporate Taxpayer redeemed in connection with the execution of this Agreement (to the extent permitted by law and other than amounts accounted for as interest under the Code) shall be treated as subsequent upward purchase price adjustments with respect to such redeemed shares that give rise to further deductions of Imputed Interest which such additional deductions in respect of Imputed Interest will be incorporated into the current year calculation and into future year calculations, as appropriate. If a deduction, carryover or carryback of any Tax item includes a portion that is attributable to the Tax Assets Basis Adjustments or Payment Deductions Imputed Interest and another portion that is not, such portions shall be considered to be used or applied in accordance with the order provided under applicable Tax Law using such “with and without” methodologymethodology or, if applicable Tax Law does not specify the order in which the applicable Tax attributes are to be used or applied, then in proportion to the amount of each type of Tax attribute. For When there has been one or more Taxable Exchanges that affect the Taxable Year that includes the Closing Date, (i) any NOLs that would arise upon treating Closing Date as the last day of the Corporate Taxpayer’s Taxable Year shall be treated as Tax Assets and (ii) and Realized Tax Benefits Benefit or Realized Tax Detriments Detriment for any Covered Taxable Year, the resulting decrease in the Actual Tax liability attributable to each Taxable Exchange shall be determined for on a pro rata basis proportionate to the period beginning amount of deductions attributable to each Taxable Exchange divided by the day after the Closing Date and ending on the last day amount of the Corporate Taxpayer’s deductions attributable to all such Taxable YearExchanges.

Applicable Principles. Subject to Section 3.3, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Corporate Taxpayer’s actual liability for Taxes of the Corporate Taxpayer and its Subsidiaries for such Taxable Year that is attributable to the Tax Assets Basis Adjustments and Payment Deductions Imputed Interest, determined using a “with and without” methodology. DeductionsFor the avoidance of doubt, carryovers such actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporate Taxpayer. For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryforwards or carrybacks of any Tax item (such as a net operating loss) attributable to the Tax Assets Basis Adjustments and the Payment Deductions Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or and the appropriate corresponding provisions of U.S. state and local income and franchise tax lawTax laws, as applicable, governing the use, limitation and expiration of the deductions, carryovers carryforwards or carrybacks of the relevant type. If a carryforward or carryback of any Tax item includes a portion that is attributable to the Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not so attributable (a “Non-TRA Portion”), such respective portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion; and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the applicable prior Taxable Year. For the avoidance of doubt, the TRA Portion of any Tax item when such item is incurred shall be determined using a marginal “with and without” methodology by calculating (i) the amount of such Tax item for all Tax purposes taking into account the Basis Adjustments or Imputed Interest and (ii) the amount of such Tax item for all Tax purposes without taking into account the Basis Adjustments or Imputed Interest, with the TRA Portion equal to the excess of the amount specified in clause (i) over the amount specified in clause (ii) (but only if such excess is greater than zero). The parties agree that all Tax Benefit Payments and other payments (i) any payment under this Agreement with respect to any shares of Agreement, including the Corporate Taxpayer redeemed in connection with the execution of this Agreement Accrued Amount (to the extent permitted by law and other than amounts accounted for as interest under the CodeImputed Interest) shall will be treated as a subsequent upward adjustment to the purchase price adjustments with respect of the relevant Exchangeable Units and will have the effect of creating additional Basis Adjustments to such redeemed shares that give rise to further deductions Reference Assets for the Corporate Taxpayer in the year of Imputed Interest which payment, and (ii) as a result, such additional deductions in respect of Imputed Interest Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate. If a deduction, carryover or carryback of any Tax item includes a portion that is attributable to the Tax Assets or Payment Deductions and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. For the Taxable Year that includes the Closing Date, (i) any NOLs that would arise upon treating Closing Date as the last day of the Corporate Taxpayer’s Taxable Year shall be treated as Tax Assets and (ii) and Realized Tax Benefits or Realized Tax Detriments shall be determined for the period beginning the day after the Closing Date and ending on the last day of the Corporate Taxpayer’s Taxable Year.

Applicable Principles. Subject to Section 3.33.3(a), the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year taxable year is intended to measure the decrease or increase in the actual liability for Taxes of the Corporate Taxpayer and its consolidated Subsidiaries (and Holdings and its Subsidiaries, as applicable and without duplication) for such Taxable Year taxable year (or portion thereof) attributable to the Basis Adjustments, Common Basis, Former Limited Partner Tax Assets Receivable Agreement Items and Payment Deductions Imputed Interest, determined using a “with and without” methodology. DeductionsFor the avoidance of doubt, carryovers the actual liability for Taxes of Corporate Taxpayer and its consolidated Subsidiaries (and Holdings and its Subsidiaries, as applicable and without duplication) will take into account any deduction in respect of Imputed Interest. Carryovers or carrybacks of any Tax item attributable to the Basis Adjustments, Former Limited Partner Tax Assets Receivable Agreement Basis Adjustments and the Payment Deductions Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of the deductions, carryovers or carrybacks of the relevant type. The parties agree that (i) all Tax Benefit Payments and other payments under this Agreement with respect to any shares of the Corporate Taxpayer redeemed in connection with the execution of this Agreement (a Partnership Interest Holder attributable to the extent permitted by law Basis Adjustments and other than amounts accounted for as interest under the Code) shall Common Basis in respect of a taxable Exchange will be treated as subsequent upward purchase price adjustments with respect to such redeemed shares that give rise to further deductions have the effect of Imputed Interest which such creating additional deductions Basis Adjustments in respect of Imputed such Partnership Interest Holder to Reference Assets for Corporate Taxpayer or its consolidated Subsidiaries, as applicable, in the year of payment and (ii) as a result, such additional Basis Adjustments in respect of such Partnership Interest Holder will be incorporated into the current year calculation and into future year calculations, as appropriate. If a deduction, carryover or carryback of any Tax item includes a portion The parties agree that is attributable to the Tax Assets or Payment Deductions and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. For the Taxable Year that includes the Closing Date, (i) any NOLs that would arise upon treating Closing Date as all Tax Benefit Payments (other than the last day portion of the Corporate Taxpayer’s Taxable Year shall Tax Benefit Payments treated as Imputed Interest thereon) attributable to Common Basis in connection with a Contribution will be treated as Tax Assets other property or money for purposes of Section 351 of the Code and will not be treated as a dividend and (ii) and Realized Tax Benefits or Realized Tax Detriments shall be determined for the period beginning actual tax liability will take into account the day after the Closing Date and ending on the last day deduction of the Corporate Taxpayer’s Taxable Yearportion of the Tax Benefit Payment that must be accounted for as Imputed Interest.

Applicable Principles. Subject to Section 3.3the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes Actual Tax Liability of the Corporate Taxpayer and its Subsidiaries Parent for such Taxable Year attributable to the Basis Adjustments, Imputed Interest and Extension Rate Interest, and the Inherited Tax Assets and Payment Deductions Attributes as determined using a “with and without” methodologymethodology described in Section 2.6(a). DeductionsFor the avoidance of doubt, carryovers the actual Covered Tax liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest under the Code based upon the characterization of the Tax Benefit Payment as additional consideration payable by the Company for the Company Common Units acquired in the Sale or an Exchange, or payable by Parent for the assets acquired pursuant to the Blocker Merger, as the case may be. Carryovers or carrybacks of any Tax tax item attributable to any Basis Adjustment, Imputed Interest or Extension Rate Interest or the Inherited Tax Assets and the Payment Deductions Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise foreign tax law, as applicable, governing the use, limitation and expiration of the deductions, carryovers or carrybacks of the relevant type. The parties agree that all Tax Benefit Payments and other payments under this Agreement with respect to any shares of the Corporate Taxpayer redeemed in connection with the execution of this Agreement (to the extent permitted by law and other than amounts accounted for as interest under the Code) shall be treated as subsequent upward purchase price adjustments with respect to such redeemed shares that give rise to further deductions of Imputed Interest which such additional deductions in respect of Imputed Interest will be incorporated into the current year calculation and into future year calculations, as appropriate. If a deduction, carryover or carryback of any Covered Tax item includes a portion that is attributable to the Basis Adjustment, Imputed Interest, or the Inherited Tax Assets or Payment Deductions Attributes and another portion that is not, such portions shall be considered to be used in accordance with the order determined using such “with and without” methodology. For The Parties agree that all Tax Benefit Payments attributable to the Sale or an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for Parent beginning in the Taxable Year that includes the Closing Dateof payment, (i) any NOLs that would arise upon treating Closing Date and as the last day of the Corporate Taxpayer’s a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals a de minimis amount. For the avoidance of doubt, the treatment of Tax Benefit Payments pursuant to the preceding sentence shall be treated as not apply to Tax Assets and (ii) and Realized Tax Benefits or Realized Tax Detriments shall be determined for Benefit Payments attributable to the period beginning the day after the Closing Date and ending on the last day of the Corporate Taxpayer’s Taxable YearBlocker Corporation Owner.

Applicable Principles. Subject to Section 3.3, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Corporation’s actual liability for Taxes of the Corporate Taxpayer and its Subsidiaries for such Taxable Year (calculated using certain rules and assumptions, as set forth herein) that is attributable to the Tax Assets Basis Adjustments, the Blocker NOLs, the Closing Date Basis, Guaranteed Payments, and Payment Deductions Imputed Interest, determined using a “with and without” methodology. DeductionsFor the avoidance of doubt, carryovers (i) such actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporation, and (ii) in addition to using the Assumed State and Local Tax Rate for purposes of determining the state and local Hypothetical Tax Liability, the Corporation may use reasonable estimation methodologies for calculating the portion of any Realized Tax Benefit or Realized Tax Detriment attributable to U.S. state or local Taxes. For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryforwards or carrybacks of any Tax item (such as a net operating loss) attributable to the Tax Assets Basis Adjustments, the Blocker NOLs, the Closing Date Basis, Guaranteed Payments, and the Payment Deductions Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or and the appropriate corresponding provisions of U.S. state and local income and franchise tax lawTax laws, as applicable, governing the use, limitation limitation, and expiration of the deductions, carryovers carryforwards or carrybacks of the relevant type. The parties agree that all Tax Benefit Payments and other payments under this Agreement with respect to any shares of the Corporate Taxpayer redeemed in connection with the execution of this Agreement (to the extent permitted by law and other than amounts accounted for as interest under the Code) shall be treated as subsequent upward purchase price adjustments with respect to such redeemed shares that give rise to further deductions of Imputed Interest which such additional deductions in respect of Imputed Interest will be incorporated into the current year calculation and into future year calculations, as appropriate. If a deduction, carryover carryforward or carryback of any Tax item includes a portion that is attributable to the Tax Assets Basis Adjustment, the Blocker NOLs, the Closing Date Basis, Guaranteed Payments, or Payment Deductions Imputed Interest (a “TRA Portion”) and another portion that is notnot so attributable (a “Non-TRA Portion”), such respective portions shall be considered to be used in accordance with the “with and without” methodologymethodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion; and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the applicable prior Taxable Year. For the Taxable Year that includes avoidance of doubt, the TRA Portion of any Tax item when such item is incurred shall be determined using a marginal “with and without” methodology by calculating (i) the amount of such Tax item for all Tax purposes taking into account the Basis Adjustments, the Closing DateDate Basis, the Blocker NOLs, Guaranteed Payments, and Imputed Interest and (ii) the amount of such Tax item for all Tax purposes without taking into account the Basis Adjustments, the Closing Date Basis, the Blocker NOLs, Guaranteed Payments or Imputed Interest, with the TRA Portion equal to the excess of the amount specified in clause (i) over the amount specified in clause (ii) (but only if such excess is greater than zero). The parties agree that (i) any NOLs that would arise upon treating Closing Date payment under this Agreement to TOPCO (Series 1) or TOPCO (Series 2) (or their successors or assigns), including the Accrued Amount (other than amounts accounted for as the last day of the Corporate Taxpayer’s Taxable Year shall Imputed Interest or as Guaranteed Payments) will be treated as Tax a subsequent upward adjustment to the purchase price of the relevant Exchangeable Units and will have the effect of creating additional Basis Adjustments to Reference Assets for the Corporation in the year of payment, and (ii) and Realized Tax Benefits or Realized Tax Detriments shall as a result, such additional Basis Adjustments will be determined incorporated into the calculation for the period beginning the day after the Closing Date year of payment and ending on the last day of the Corporate Taxpayer’s Taxable Yearinto future year calculations, as appropriate.

Applicable Principles. Subject to Section 3.3Sections 3.3 and 3.4, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual cash liability for Taxes of the Corporate Taxpayer and its Subsidiaries Parent (on a consolidated basis, as relevant) for such Taxable Year attributable to the Tax Assets Basis Adjustments and Payment Deductions Imputed Interest, determined using a “with and without” methodology. DeductionsIn preparing the Tax Returns upon which the Realized Tax Benefit or Detriment are prepared, carryovers and in calculating the Hypothetical Tax Liability, Parent will not take any positions that are not more likely than not to be sustained if challenged by a Tax authority. For the avoidance of doubt, the actual liability for Taxes will take into account the deduction of the portion of each Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by Parent for the Units acquired in an Exchange, and any tax items of any member of the consolidated tax return of Parent, including, for example, net operating losses of Camelot that are deductible in a year after the Closing Date. Carryovers or carrybacks of any Tax item attributable to the Tax Assets Basis Adjustment and the Payment Deductions Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations Regulation or the appropriate provisions of U.S. foreign, state and local income and franchise tax law, as applicable, governing the use, limitation limitation, and expiration of the deductions, carryovers or carrybacks of the relevant relevant-type. The parties agree that all Tax Benefit Payments and other payments under this Agreement with respect to any shares of the Corporate Taxpayer redeemed in connection with the execution of this Agreement (to the extent permitted by law and other than amounts accounted for as interest under the Code) shall be treated as subsequent upward purchase price adjustments with respect to such redeemed shares that give rise to further deductions of Imputed Interest which such additional deductions in respect of Imputed Interest will be incorporated into the current year calculation and into future year calculations, as appropriate. If a deduction, carryover or carryback of any Tax item includes a portion that is attributable to the Tax Assets Basis Adjustment or Payment Deductions Imputed Interest and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology, recognizing that the Hypothetical Tax Liability for the year would not include any such carryover or carryback, but such amount would be taken into account in calculating the Realized Tax Benefit for the year, if it is actually utilized in such year. For the Taxable Year avoidance of doubt, if there is a carryover or carryback of any Tax item that includes is not attributable to the Closing DateBasis Adjustment or Imputed Interest, (i) any NOLs that would arise upon treating Closing Date as it will be utilized in the last day calculation of the Corporate Taxpayer’s Taxable Year shall Hypothetical Tax Liability and the Realized Tax Benefit and Realized Tax Detriments for the year to which it is carried, to the extent possible. The parties agree that (1) all Tax Benefit Payments (other than amounts accounted for as interest under the Code) will (A) be treated as Tax subsequent upward purchase price adjustments that give rise to further Basis Adjustments to Reference Assets for Parent and (iiB) have the effect of creating additional Basis Adjustments to Reference Assets for Parent in the year of payment, and Realized Tax Benefits or Realized Tax Detriments shall (2) as a result, such additional Basis Adjustments will be determined for incorporated into the period beginning the day after the Closing Date current year calculation and ending on the last day of the Corporate Taxpayer’s Taxable Yearinto future year calculations, as appropriate.

Applicable Principles. Subject to Section 3.3Sections 3.3 and 3.4, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual cash liability for Taxes of the Corporate Taxpayer and its Subsidiaries Parent (on a consolidated basis, as relevant) for such Taxable Year attributable to the Tax Assets Basis Adjustments and Payment Deductions Imputed Interest, determined using a “with and without” methodology. DeductionsIn preparing the Tax Returns upon which the Realized Tax Benefit or Detriment are prepared, carryovers and in calculating the Hypothetical Tax Liability, Parent will not take any positions that are not more likely than not to be sustained if challenged by a Tax authority. For the avoidance of doubt, the actual liability for Taxes will take into account the deduction of the portion of each Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by Parent for the Class B Units acquired in an Exchange, and any tax items of Parent or any member of the consolidated tax return of Parent that are deductible in a year after the Closing Date. Carryovers or carrybacks of any Tax item attributable to the Tax Assets Basis Adjustment and the Payment Deductions Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations Regulation or the appropriate provisions of U.S. foreign, state and local income and franchise tax law, as applicable, governing the use, limitation limitation, and expiration of the deductions, carryovers or carrybacks of the relevant relevant-type. The parties agree that all Tax Benefit Payments and other payments under this Agreement with respect to any shares of the Corporate Taxpayer redeemed in connection with the execution of this Agreement (to the extent permitted by law and other than amounts accounted for as interest under the Code) shall be treated as subsequent upward purchase price adjustments with respect to such redeemed shares that give rise to further deductions of Imputed Interest which such additional deductions in respect of Imputed Interest will be incorporated into the current year calculation and into future year calculations, as appropriate. If a deduction, carryover or carryback of any Tax item includes a portion that is attributable to the Tax Assets Basis Adjustment or Payment Deductions Imputed Interest and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology, recognizing that the Hypothetical Tax Liability for the year would not include any such carryover or carryback, but such amount would be taken into account in calculating the Realized Tax Benefit for the year, if it is actually utilized in such year. For the Taxable Year avoidance of doubt, if there is a carryover or carryback of any Tax item that includes is not attributable to the Closing DateBasis Adjustment or Imputed Interest, (i) any NOLs that would arise upon treating Closing Date as it will be utilized in the last day calculation of the Corporate Taxpayer’s Taxable Year shall Hypothetical Tax Liability and the Realized Tax Benefit and Realized Tax Detriments for the year to which it is carried, to the extent possible. The parties agree that (1) all Tax Benefit Payments (other than amounts accounted for as interest under the Code) will (A) be treated as Tax subsequent upward purchase price adjustments that give rise to further Basis Adjustments to Reference Assets for Parent and (iiB) have the effect of creating additional Basis Adjustments to Reference Assets for Parent in the year of payment, and Realized (2) as a result, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate. The parties further agree that all Tax Benefits or Realized Tax Detriments Benefit Payments shall be determined for shared among the period beginning the day after the Closing Date and ending on the last day of the Corporate Taxpayer’s Taxable YearClass B Unitholders in proportion to their Participation Percentages.

Applicable Principles. Subject to Section 3.3, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of the Corporate Taxpayer and its Subsidiaries Company for such Taxable Year attributable to the Tax Assets and Payment Deductions Assets, determined using a “with and without” methodology. Deductions, carryovers The actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable for the Class B Units or other equity acquired in an Exchange. Carryovers or carrybacks of any Tax item attributable to the Tax Assets and the Payment Deductions shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of the deductions, carryovers or carrybacks of the relevant type. The parties agree that all Tax Benefit Payments and other payments under this Agreement with respect to any shares of the Corporate Taxpayer redeemed in connection with the execution of this Agreement (to the extent permitted by law and other than amounts accounted for as interest under the Code) shall be treated as subsequent upward purchase price adjustments with respect to such redeemed shares that give rise to further deductions of Imputed Interest which such additional deductions in respect of Imputed Interest will be incorporated into the current year calculation and into future year calculations, as appropriate. If a deduction, carryover or carryback of any Tax item includes a portion that is attributable to the Tax Assets or Payment Deductions (a “TRA Portion”) and another portion that is notnot (a “Non-TRA Portion”), such respective portions shall be considered to be used in accordance with the “with and without” methodology. For the Taxable Year that includes the Closing Date, methodology so that: (i) the amount of any NOLs that would arise upon treating Closing Date as Non-TRA Portion is deemed utilized first, followed by the last day amount of the Corporate Taxpayer’s Taxable Year shall be treated as Tax Assets any TRA Portion; and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and Realized without” calculation made in the prior Taxable Year. The parties agree that (i) to the extent permitted by law, all payments under this Agreement attributable to Basis Adjustments (other than amounts accounted for as Imputed Interest under the Code) and other Tax Benefits or Realized Tax Detriments shall Benefit Payments will (A) be determined treated as upward purchase price adjustments that give rise to Basis Adjustments to Reference Assets for the period beginning Company and (B) have the day after effect of creating Basis Adjustments to Reference Assets for the Closing Date Company in the year of payment, and ending on (ii) as a result, such Basis Adjustments will be incorporated into the last day of then-current year calculation and into future year calculations, as appropriate. The parties further agree that amounts accounted for as Imputed Interest may give rise to additional Tax Benefit Payments in the Corporate Taxpayer’s Taxable Yearthen-current and/or future years.

Applicable Principles. Subject to Section 3.3, the The Realized Tax Benefit or Realized Tax Detriment for each Covered Taxable Year is intended to measure the decrease or increase in the actual liability for Covered Taxes of the Corporate Taxpayer and its Subsidiaries Corporation for such Covered Taxable Year attributable to the Tax Assets Basis Adjustment and Payment Deductions Imputed Interest, determined using a “with and without” methodologymethodology (but disregarding any income or gain realized as a direct result of the Distribution and Election). DeductionsFor the avoidance of doubt, carryovers the actual liability for Covered Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest under the Code based upon the characterization of the Tax Benefit Payment as additional consideration. Carryovers or carrybacks of any Covered Tax item attributable to the Tax Assets Basis Adjustment and the Payment Deductions Imputed Interest (determined using such “with and without” methodology) shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of the deductions, carryovers or carrybacks of the relevant type. The parties agree that all Tax Benefit Payments and other payments under this Agreement with respect to any shares of the Corporate Taxpayer redeemed in connection with the execution of this Agreement (to the extent permitted by law and other than amounts accounted for as interest under the Code) shall be treated as subsequent upward purchase price adjustments with respect to such redeemed shares that give rise to further deductions of Imputed Interest which such additional deductions in respect of Imputed Interest will be incorporated into the current year calculation and into future year calculations, as appropriate. If a deduction, carryover or carryback of any Covered Tax item includes a portion that is attributable to the Tax Assets Basis Adjustment or Payment Deductions Imputed Interest and another portion that is not, such portions shall be considered to be used in accordance with the order determined using such “with and without” methodology. For In the Taxable Year event there is an adjustment in the liability for a Covered Tax as a result of an Audit for which an amended Tax Return is not filed, the parties shall determine the amount of any such Income Tax on a basis consistent with the principles in this Exhibit. The parties acknowledge that includes the Closing DateExhibit A Effective Date may occur many years following the Distribution Date and that, (i) any NOLs that would arise upon treating Closing Date as notwithstanding the last day delayed effectiveness of this Exhibit, the Corporate Taxpayer’s Taxable Year shall be treated as Tax Assets and (ii) and provisions herein are intended to capture the Realized Tax Benefits Benefit or Realized Tax Detriments Detriment from the Distribution Date whether recognized pursuant to an amended Tax Return, an Audit or otherwise, and the provisions of this Exhibit shall be determined for the period beginning the day after the Closing Date and ending on the last day of the Corporate Taxpayer’s Taxable Yearinterpreted in a manner consistent with such intent.

Applicable Principles. Subject to Section 3.33.3(a), the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year taxable year is intended to measure the decrease or increase in the actual liability for Taxes of the Corporate Taxpayer and its consolidated Subsidiaries (and US LBM LLC and its Subsidiaries, as applicable and without duplication) for such Taxable Year taxable year (or portion thereof) attributable to the Tax Assets Basis Adjustments, Former LLC Owner TRA Basis Adjustments and Payment Deductions Imputed Interest, determined using a “with and without” methodology. DeductionsFor the avoidance of doubt, carryovers the actual liability for Taxes of Corporate Taxpayer and its consolidated Subsidiaries (and US LBM LLC and its Subsidiaries, as applicable and without duplication) will take into account any deduction in respect of Imputed Interest. Carryovers or carrybacks of any Tax item attributable to the Tax Assets Basis Adjustments, Former LLC Owner TRA Basis Adjustments and the Payment Deductions Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of the deductions, carryovers or carrybacks of the relevant type. The parties agree that (i) all Tax Benefit Payments and other payments under this Agreement with respect to any shares of the Corporate Taxpayer redeemed in connection with the execution of this Agreement (an LLC Unit Holder attributable to the extent permitted by law and other than amounts accounted for as interest under the Code) shall Basis Adjustments in respect of a taxable Exchange will be treated as subsequent upward purchase price adjustments with respect to such redeemed shares that give rise to further deductions have the effect of Imputed Interest which such creating additional deductions Basis Adjustments in respect of Imputed Interest such LLC Unit Holder to Reference Assets for the Corporate Taxpayer or its consolidated Subsidiaries, as applicable, in the year of payment and (ii) as a result, such additional Basis Adjustments in respect of such LLC Unit Holder will be incorporated into the current year calculation and into future year calculations, as appropriate. If a deductionNotwithstanding anything herein to the contrary, carryover unless (i) the Parties agree otherwise in writing upon the request of the ▇▇▇▇▇ Representative or carryback (ii) the Kelso Representative provides timely written notice to Holdings that any recipient of any Tax item includes a portion that is attributable to Benefit Payment will elect out of the Tax Assets or Payment Deductions and another portion that is notinstallment method under Section 453 for any Exchange, such portions in no event shall be considered to be used in accordance with the “with and without” methodology. For the Taxable Year that includes the Closing Date, sum of (i) any NOLs that would arise upon treating Closing Date the excess of (x) the gross Tax Benefit Payments over (y) the portion of such Tax Benefit Payments treated as the last day interest under Section 453 of the Corporate Taxpayer’s Taxable Year shall be treated as Tax Assets Code and the regulations thereunder plus (ii) the initial consideration received for U.S. federal income tax purposes exceed 140% of the initial consideration received for U.S. federal income tax purposes (which, for the avoidance of doubt, shall include the amount of any cash and Realized the fair market value of any Class A Shares to be received, and exclude the fair market value of any Tax Benefits or Realized Tax Detriments Benefit Payments). Further, notwithstanding anything to the contrary, all calculations made pursuant to this agreement shall be determined as if US LBM LLC has not made an election pursuant to New Hampshire Rev. State. Section 77-A:4 XIV(b) (and any successor provision) to recognize a Basis Adjustment for the period beginning the day after the Closing Date and ending on the last day purposes of the Corporate Taxpayer’s Taxable YearNew Hampshire Business Profits Tax.

Applicable Principles. Subject to Section 3.3, the The Realized Tax Benefit or Realized Tax Detriment for each Covered Taxable Year is intended to measure reflect the decrease or increase in the actual Covered Tax liability for Taxes of the Corporate Taxpayer and its Subsidiaries HFF for such Covered Taxable Year attributable to the Tax Assets Basis Adjustments and Payment Deductions Imputed Interest, determined using a “with and without” methodology. Deductions, carryovers Carryovers or carrybacks of any Tax tax item attributable to the Tax Assets Basis Adjustments or Imputed Interest (determined using such “with and the Payment Deductions without” methodology) shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, Tax Law governing the use, limitation and expiration of the deductions, carryovers or carrybacks of the relevant type. The parties agree that all Tax Benefit Payments and other payments under this Agreement with respect to any shares of the Corporate Taxpayer redeemed in connection with the execution of this Agreement (to the extent permitted by law and other than amounts accounted for as interest under the Code) shall be treated as subsequent upward purchase price adjustments with respect to such redeemed shares that give rise to further deductions of Imputed Interest which such additional deductions in respect of Imputed Interest will be incorporated into the current year calculation and into future year calculations, as appropriate. If a deduction, carryover or carryback of any Tax tax item includes a portion that is attributable to the Tax Assets Basis Adjustments or Payment Deductions Imputed Interest and another portion that is not, such portions shall be considered to be used or applied in accordance with the order provided under applicable Tax Law using such “with and without” methodologymethodology or, if applicable Tax Law does not specify the order in which the applicable tax attributes are to be used or applied, then in proportion to the amount of each type of tax attribute. For When there has been one or more Taxable Exchanges in addition to the Taxable Year Original Sale that includes affect the Closing Date, (i) any NOLs that would arise upon treating Closing Date as the last day of the Corporate Taxpayer’s Taxable Year shall be treated as Tax Assets and (ii) and Realized Tax Benefits Benefit or Realized Tax Detriments Detriment for any Covered Taxable Year, the resulting decrease in the actual Covered Tax liability of HFF attributable to each Taxable Exchange and the Original Sale shall be determined for on a pro rata basis proportionate to the period beginning amount of deductions attributable to each Taxable Exchange and the day after Original Sale divided by the Closing Date amount of deductions attributable to the Original Sale and ending on the last day of the Corporate Taxpayer’s all such Taxable YearExchanges. ARTICLE III Tax Benefit Payments SECTION 3.01.

Applicable Principles. Subject to Section 3.3, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Corporation’s actual liability for Taxes of the Corporate Taxpayer and its Subsidiaries for such Taxable Year (calculated using certain rules and assumptions, as set forth herein) that is attributable to the Tax Assets Basis Adjustments, the Blocker NOLs, the Closing Date Basis, Guaranteed Payments, and Payment Deductions Imputed Interest, determined using a “with and without” methodology. DeductionsFor the avoidance of doubt, carryovers (i) such actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporation, and (ii) in addition to using the Assumed State and Local Tax Rate for purposes of determining the state and local Hypothetical Tax Liability, the Corporation may use reasonable estimation methodologies for calculating the portion of any Realized Tax Benefit or Realized Tax Detriment attributable to U.S. state or local Taxes. For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryforwards or carrybacks of any Tax item (such as a net operating loss) attributable to the Tax Assets Basis Adjustments, the Blocker NOLs, the Closing Date Basis, Guaranteed Payments, and the Payment Deductions Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or and the appropriate corresponding provisions of U.S. state and local income and franchise tax lawTax laws, as applicable, governing the use, limitation limitation, and expiration of the deductions, carryovers carryforwards or carrybacks of the relevant type. The parties agree that all Tax Benefit Payments and other payments under this Agreement with respect to any shares of the Corporate Taxpayer redeemed in connection with the execution of this Agreement (to the extent permitted by law and other than amounts accounted for as interest under the Code) shall be treated as subsequent upward purchase price adjustments with respect to such redeemed shares that give rise to further deductions of Imputed Interest which such additional deductions in respect of Imputed Interest will be incorporated into the current year calculation and into future year calculations, as appropriate. If a deduction, carryover carryforward or carryback of any Tax item includes a portion that is attributable to the Tax Assets Basis Adjustment, the Blocker NOLs, the Closing Date Basis, Guaranteed Payments, or Payment Deductions Imputed Interest (a “TRA Portion”) and another portion that is notnot so attributable (a “Non-TRA Portion”), such respective portions shall be considered to be used in accordance with the “with and without” methodologymethodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion; and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the applicable prior Taxable Year. For the Taxable Year that includes avoidance of doubt, the TRA Portion of any Tax item when such item is incurred shall be determined using a marginal “with and without” methodology by calculating (i) the amount of such Tax item for all Tax purposes taking into account the Basis Adjustments, the Closing DateDate Basis, the Blocker NOLs, Guaranteed Payments, and Imputed Interest and (ii) the amount of such Tax item for all Tax purposes without taking into account the Basis Adjustments, the Closing Date Basis, the Blocker NOLs, Guaranteed Payments or Imputed Interest, with the TRA Portion equal to the excess of the amount specified in clause (i) over the amount specified in clause (ii) (but only if such excess is greater than zero). The parties agree that (i) any NOLs that would arise upon treating Closing Date payment under this Agreement to TOPCO (or its successors or assigns), including the Accrued Amount (other than amounts accounted for as the last day of the Corporate Taxpayer’s Taxable Year shall Imputed Interest or as Guaranteed Payments) will be treated as Tax a subsequent upward adjustment to the purchase price of the relevant Exchangeable Units and will have the effect of creating additional Basis Adjustments to Reference Assets for the Corporation in the year of payment, and (ii) and Realized Tax Benefits or Realized Tax Detriments shall as a result, such additional Basis Adjustments will be determined incorporated into the calculation for the period beginning the day after the Closing Date year of payment and ending on the last day of the Corporate Taxpayer’s Taxable Yearinto future year calculations, as appropriate.

Applicable Principles. Subject to Section 3.3, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability Actual Tax Liability for Taxes of the Corporate Taxpayer and its Subsidiaries HoldCo for such Taxable Year attributable to the Tax Assets Basis Adjustments and Payment Deductions the Imputed Interest, determined using a “with and without” methodology, and for the avoidance of doubt, is not intended to take into account, and shall be interpreted in a manner that avoids taking into account, any Basis Adjustment or Imputed Interest more than once. DeductionsFor the avoidance of doubt, carryovers the Actual Tax Liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under applicable Tax law based upon the characterization of Tax Benefit Payments as additional consideration payable by HoldCo for the LP Units acquired in an Exchange. Carryovers or carrybacks of any Tax item attributable to the Tax Assets and the Payment Deductions shall any Basis Adjustment or Imputed Interest will be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of the deductions, carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest and another portion that is not, such portions will be considered to be used in accordance with the “with and without” methodology. The parties agree that that: (i) all Tax Benefit Payments and other payments under this Agreement with respect to any shares of the Corporate Taxpayer redeemed in connection with the execution of this Agreement (attributable to the extent permitted by law and Basis Adjustments (other than amounts accounted for as interest under the Code) shall will (A) be treated as subsequent upward purchase price adjustments with in respect to such redeemed shares of the relevant Exchange that give rise to further deductions Basis Adjustments to Reference Assets for HoldCo, and (B) have the effect of Imputed Interest which creating additional Basis Adjustments to Reference Assets for HoldCo, in each case in the year of payment; and (ii) as a result, such additional deductions in respect of Imputed Interest Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate. If a deduction, carryover or carryback of any Tax item includes a portion that is attributable to the Tax Assets or Payment Deductions and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. For the Taxable Year that includes the Closing Date, (i) any NOLs that would arise upon treating Closing Date as the last day of the Corporate Taxpayer’s Taxable Year shall be treated as Tax Assets and (ii) and Realized Tax Benefits or Realized Tax Detriments shall be determined for the period beginning the day after the Closing Date and ending on the last day of the Corporate Taxpayer’s Taxable Year.

Applicable Principles. Subject to Section 3.3, the The Realized Tax Benefit or Realized Tax Detriment for each Covered Taxable Year is intended to measure reflect the decrease or increase in the actual Covered Tax liability for Taxes of the Corporate Taxpayer and its Subsidiaries HFF for such Covered Taxable Year attributable to the Tax Assets Basis Adjustments and Payment Deductions Imputed Interest, determined using a “with and without” methodology. Deductions, carryovers Carryovers or carrybacks of any Tax tax item attributable to the Tax Assets Basis Adjustments or Imputed Interest (determined using such “with and the Payment Deductions without” methodology) shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, Tax Law governing the use, limitation and expiration of the deductions, carryovers or carrybacks of the relevant type. The parties agree that all Tax Benefit Payments and other payments under this Agreement with respect to any shares of the Corporate Taxpayer redeemed in connection with the execution of this Agreement (to the extent permitted by law and other than amounts accounted for as interest under the Code) shall be treated as subsequent upward purchase price adjustments with respect to such redeemed shares that give rise to further deductions of Imputed Interest which such additional deductions in respect of Imputed Interest will be incorporated into the current year calculation and into future year calculations, as appropriate. If a deduction, carryover or carryback of any Tax tax item includes a portion that is attributable to the Tax Assets Basis Adjustments or Payment Deductions Imputed Interest and another portion that is not, such portions shall be considered to be used or applied in accordance with the order provided under applicable Tax Law using such “with and without” methodologymethodology or, if applicable Tax Law does not specify the order in which the applicable tax attributes are to be used or applied, then in proportion to the amount of each type of tax attribute. For When there has been one or more Taxable Exchanges in addition to the Taxable Year Original Sale that includes affect the Closing Date, (i) any NOLs that would arise upon treating Closing Date as the last day of the Corporate Taxpayer’s Taxable Year shall be treated as Tax Assets and (ii) and Realized Tax Benefits Benefit or Realized Tax Detriments Detriment for any Covered Taxable Year, the resulting decrease in the actual Covered Tax liability of HFF attributable to each Taxable Exchange and the Original Sale shall be determined for on a pro rata basis proportionate to the period beginning amount of deductions attributable to each Taxable Exchange and the day after Original Sale divided by the Closing Date amount of deductions attributable to the Original Sale and ending on the last day of the Corporate Taxpayer’s all such Taxable YearExchanges.

Applicable Principles. Subject to Section 3.3, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Corporation’s actual liability for Taxes of the Corporate Taxpayer and its Subsidiaries for such Taxable Year (calculated using certain rules and assumptions, as set forth herein) that is attributable to the Tax Assets Basis Adjustments, the Blocker NOLs, the Closing Date Basis, Guaranteed Payments, and Payment Deductions Imputed Interest, determined using a “with and without” methodology. DeductionsFor the avoidance of doubt, carryovers (i) such actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporation, and (ii) in addition to using the Assumed State and Local Tax Rate for purposes of determining the state and local Hypothetical Tax Liability, the Corporation may use reasonable estimation methodologies for calculating the portion of any Realized Tax Benefit or Realized Tax Detriment attributable to U.S. state or local Taxes. For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryforwards or carrybacks of any Tax item (such as a net operating loss) attributable to the Tax Assets Basis Adjustments, the Blocker NOLs, the Closing Date Basis, Guaranteed Payments, and the Payment Deductions Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or and the appropriate corresponding provisions of U.S. state and local income and franchise tax lawTax laws, as applicable, governing the use, limitation limitation, and expiration of the deductions, carryovers carryforwards or carrybacks of the relevant type. The parties agree that all Tax Benefit Payments and other payments under this Agreement with respect to any shares of the Corporate Taxpayer redeemed in connection with the execution of this Agreement (to the extent permitted by law and other than amounts accounted for as interest under the Code) shall be treated as subsequent upward purchase price adjustments with respect to such redeemed shares that give rise to further deductions of Imputed Interest which such additional deductions in respect of Imputed Interest will be incorporated into the current year calculation and into future year calculations, as appropriate. If a deduction, carryover carryforward or carryback of any Tax item includes a portion that is attributable to the Tax Assets Basis Adjustment, the Blocker NOLs, the Closing Date Basis, Guaranteed Payments, or Payment Deductions Imputed Interest (a “TRA Portion”) and another portion that is notnot so attributable (a “Non-TRA Portion”), such respective portions shall be considered to be used in accordance with the “with and without” methodologymethodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion; and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the applicable prior Taxable Year. For the Taxable Year that includes avoidance of doubt, the TRA Portion of any Tax item when such item is incurred shall be determined using a marginal “with and without” methodology by calculating (i) the amount of such Tax item for all Tax purposes taking into account the Basis Adjustments, the Closing DateDate Basis, the Blocker NOLs, Guaranteed Payments, and Imputed Interest and (ii) the amount of such Tax item for all Tax purposes without taking into account the Basis Adjustments, the Closing Date Basis, the Blocker NOLs, Guaranteed Payments or Imputed Interest, with the TRA Portion equal to the excess of the amount specified in clause (i) over the amount specified in clause (ii) (but only if such excess is greater than zero). The parties agree that (i) any NOLs that would arise upon treating Closing Date payment under this Agreement to Unblocked Holdings (or its successors or assigns), including the Accrued Amount (other than amounts accounted for as the last day of the Corporate Taxpayer’s Taxable Year shall Imputed Interest or as Guaranteed Payments) will be treated as Tax a subsequent upward adjustment to the purchase price of the relevant Exchangeable Units and will have the effect of creating additional Basis Adjustments to Reference Assets for the Corporation in the year of payment, and (ii) and Realized Tax Benefits or Realized Tax Detriments shall as a result, such additional Basis Adjustments will be determined incorporated into the calculation for the period beginning the day after the Closing Date year of payment and ending on the last day of the Corporate Taxpayer’s Taxable Yearinto future year calculations, as appropriate.