Extract to table

For purposes of this Agreement, Fund III and its portfolio companies (other than Holdings and its subsidiaries) shall be deemed Affiliates of the Corporate Taxpayer

References to specific sections of the Code shall include any successor provisions thereto

For the avoidance of doubt, Covered Taxes shall not include payroll taxes, sales taxes, use taxes, property taxes, transfer taxes, or other taxes not measured by income

If the Actual Tax Liability for any Taxable Year equals or exceeds the Hypothetical Tax Liability for such Taxable Year, the Net Tax Benefit for such Taxable Year shall be zero

"Payment Date" means, with respect to any Taxable Year, the date that is ninety (90) days after the date on which the Corporate Taxpayer files (or causes to be filed) its federal income tax return for such Taxable Year; provided, that if the Tax Benefit Schedule for such Taxable Year is delivered to the TRA Representative later than sixty (60) days after such filing date, the Payment Date shall be the date that is thirty (30) days after the date on which the Tax Benefit Schedule is delivered to the TRA Representative

For the avoidance of doubt, to the extent that the Corporate Taxpayer has insufficient taxable income to utilize the full amortization or depreciation deductions in a given Taxable Year, the unused portion shall not be treated as a Realized Tax Benefit until the Taxable Year in which such unused deductions are actually utilized