Common use of Insufficient Taxable Income Clause in Contracts

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in respect of the Basis Adjustments, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit for the Corporation shall be allocated among the Members in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had in fact had sufficient taxable income so that there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation had $200 of aggregate potential Covered Tax Benefits in a particular Taxable Year (with $50 of such Covered Tax Benefits being attributable to Member 1 and $150 of such Covered Tax Benefits being attributable to Member 2), such that Member 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 and Member 2 would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had $200 of actual taxable income, and if at the same time the Corporation only had $100 of actual taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit for the Corporation for such Taxable Year would be allocated to Member 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member 2, such that Member 1 would receive a Tax Benefit Payment of $21.25 and Member 2 would receive a Tax Benefit Payment of $63.75.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in respect Covered Tax benefit of the Corporation as calculated with respect to the Basis AdjustmentsAdjustments and Imputed Interest (in each case, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes without regard to the Taxable Year of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”origination) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit benefit for the Corporation shall be allocated among the Members in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had in fact had sufficient taxable income so that there had been no such limitationincome. As an illustration of the intended operation of this Section 3.3(a)For example, if the Corporation had $200 of aggregate potential Covered Tax Benefits benefits with respect to the Basis Adjustments and Imputed Interest in a particular Taxable Year (with $50 of such Covered Tax Benefits being benefits attributable to Member 1 A and $150 of such Covered Tax Benefits being attributable to Member 2B), such that Member 1 A would have potentially been entitled to a Tax Benefit Payment of $42.50 and Member 2 B would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had $200 of sufficient actual taxable income, and if at the same time the Corporation only instead had $100 of insufficient actual taxable income in such Taxable Year, such that the Covered Tax benefit was limited to $100, then $25 of the aggregate $100 actual Covered Tax Benefit benefit for the Corporation for such Taxable Year would be allocated to Member 1 A and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member 2B, such that Member 1 A would receive a Tax Benefit Payment of $21.25 and Member 2 B would receive a Tax Benefit Payment of $63.75.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in respect Covered Tax benefit of the Corporation as calculated with respect to the Basis AdjustmentsAdjustments and Imputed Interest (in each case, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes without regard to the Taxable Year of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”origination) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit benefit for the Corporation shall be allocated among the Members in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had in fact had sufficient taxable income so that there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation had $200 of aggregate potential Covered Tax Benefits benefits with respect to the Basis Adjustments and Imputed Interest in a particular Taxable Year (with $50 of such Covered Tax Benefits benefits being attributable to Member 1 and $150 of such Covered Tax Benefits benefits being attributable to Member 2), such that Member 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 and Member 2 would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had $200 of actual taxable income, and if at the same time the Corporation only had $100 of actual taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit benefit for the Corporation for such Taxable Year would be allocated to Member 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member 2, such that Member 1 would receive a Tax Benefit Payment of $21.25 and Member 2 would receive a Tax Benefit Payment of $63.75.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in Tax benefit of Holdings’ as calculated with respect of to the Basis Adjustments, Imputed Interest, and Actual Interest Amounts, and Default Rate Interest for purposes of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”) Amounts is limited in a particular Taxable Year because the Corporation Holdings does not have sufficient actual taxable income, then the available Covered Tax Benefit benefit for the Corporation Holdings shall be allocated among the Members RIHI TRA and the WP TRA in proportion to the respective Tax Benefit Payment (as defined in Section 3.1(b) of each of the RIHI TRA and the WP TRA) that would have been payable if the Corporation Holdings had in fact had sufficient taxable income so that there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation Holdings had $200 of aggregate potential Covered Tax Benefits benefits with respect to the Basis Adjustments, Imputed Interest, and Actual Interest Amounts in a particular Taxable Year (with $50 of such Covered Tax Benefits benefits being attributable to Member 1 the RIHI TRA and $150 of such Covered Tax Benefits benefits being attributable to Member 2the WP TRA), such that Member 1 RIHI would have potentially been entitled to a Tax Benefit Payment of $42.50 and Member 2 WP would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation Holdings had $200 of actual taxable income, and if at the same time the Corporation Holdings only had $100 of actual taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit benefit for the Corporation Holdings for such Taxable Year would be allocated to Member 1 the RIHI TRA and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation Holdings would be allocated to Member 2the WP TRA, such that Member 1 RIHI would receive a Tax Benefit Payment of $21.25 and Member 2 WP would receive a Tax Benefit Payment of $63.75.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in respect Covered Tax benefit of the Corporation as calculated with respect to the Basis AdjustmentsAdjustments and Imputed Interest (in each case, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes without regard to the Taxable Year of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”origination) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit benefit for the Corporation shall be allocated among the Members in proportion to the respective Tax Benefit Payment Payments that would have been payable if the Corporation had in fact had sufficient taxable income so that there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation had $200 of aggregate potential Covered Tax Benefits benefits with respect to the Basis Adjustments and Imputed Interest in a particular Taxable Year (with $50 of such Covered Tax Benefits benefits being attributable to Member 1 and $150 of such Covered Tax Benefits benefits being attributable to Member 2), such that Member 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 and Member 2 would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had $200 of actual taxable income, and if at the same time the Corporation only had $100 of actual taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit benefit for the Corporation for such Taxable Year would be allocated to Member 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member 2, such that Member 1 would receive a Tax Benefit Payment of $21.25 and Member 2 would receive a Tax Benefit Payment of $63.75.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in respect Covered Tax benefit of the Corporation as calculated with respect to the Basis AdjustmentsAdjustments and Imputed Interest (in each case, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes without regard to the Taxable Year of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”origination) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit benefit for the Corporation shall be allocated among the Members TRA Payment Recipients in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had in fact had sufficient taxable income so that there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation had $200 of aggregate potential Covered Tax Benefits benefits with respect to the Basis Adjustments and Imputed Interest in a particular Taxable Year (with $50 of such Covered Tax Benefits benefits being attributable to Member TRA Payment Recipient 1 and $150 of such Covered Tax Benefits benefits being attributable to Member TRA Payment Recipient 2), such that Member TRA Payment Recipient 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 and Member TRA Payment Recipient 2 would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had $200 of actual taxable incometax liability for the year, and if at the same time the Corporation only had $100 of actual taxable income tax liability in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit benefit for the Corporation for such Taxable Year would be allocated to Member TRA Payment Recipient 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member TRA Payment Recipient 2, such that Member TRA Payment Recipient 1 would receive a Tax Benefit Payment of $21.25 and Member TRA Payment Recipient 2 would receive a Tax Benefit Payment of $63.75.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in Covered Tax benefit of the Corporation as calculated with respect of to the Basis Adjustments, Imputed Interest, Interest and Actual Interest Amounts, and Default Rate Interest for purposes of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”) Amounts is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable incomeincome to fully utilize available deductions, then the available Covered Tax Benefit benefit for the Corporation shall be allocated among the Members in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had in fact had sufficient taxable income so that there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation had $200 of aggregate potential Covered Tax Benefits benefits with respect to the Basis Adjustments, Imputed Interest and Actual Interest Amounts in a particular Taxable Year (with $50 of such Covered Tax Benefits benefits being attributable to Member 1 and $150 of such Covered Tax Benefits benefits being attributable to Member 2), such that Member 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 and Member 2 would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had $200 of actual taxable income, and if at the same time the Corporation only had $100 of actual taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit benefit for the Corporation for such Taxable Year would be allocated to Member 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member 2, such that Member 1 would receive a Tax Benefit Payment of $21.25 and Member 2 would receive a Tax Benefit Payment of $63.75.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in Covered Tax benefit of VBC as calculated with respect of to the Basis AdjustmentsAdjustments and Imputed Interest (in each case, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes without regard to the Taxable Year of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”origination) is limited in a particular Taxable Year because the Corporation VBC does not have sufficient actual taxable income, then the available Covered Tax Benefit benefit for the Corporation VBC shall be allocated among the Members in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation VBC had in fact had sufficient taxable income so that there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation VBC had $200 of aggregate potential Covered Tax Benefits benefits with respect to the Basis Adjustments and Imputed Interest in a particular Taxable Year (with $50 of such Covered Tax Benefits benefits being attributable to Member 1 and $150 of such Covered Tax Benefits benefits being attributable to Member 2), such that Member 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 and Member 2 would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation VBC had $200 of actual taxable income, and if at the same time the Corporation VBC only had $100 of actual taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit benefit for the Corporation VBC for such Taxable Year would be allocated to Member 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation VBC would be allocated to Member 2, such that Member 1 would receive a Tax Benefit Payment of $21.25 and Member 2 would receive a Tax Benefit Payment of $63.75.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions Tax benefit in respect of the Basis Adjustments, Blocker Attributes, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit for the Corporation shall be allocated among the Members TRA Holders in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had in fact had sufficient taxable income so that there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation had $200 of aggregate potential Covered Tax Benefits in a particular Taxable Year (with $50 of such Covered Tax Benefits being attributable to Member TRA Holder 1 and $150 of such Covered Tax Benefits being attributable to Member TRA Holder 2), such that Member TRA Holder 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 and Member TRA Holder 2 would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had $200 of actual taxable income, and if at the same time the Corporation only had $100 of actual taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit for the Corporation for such Taxable Year would be allocated to Member TRA Holder 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member TRA Holder 2, such that Member TRA Holder 1 would receive a Tax Benefit Payment of $21.25 and Member TRA Holder 2 would receive a Tax Benefit Payment of $63.75.

Insufficient Taxable Income. Notwithstanding anything in this Section 3.1(b) 3.1 to the contrary, if to the extent that the aggregate potential Realized Tax Benefit of the Corporation with respect to depreciation, amortization or other similar deductions tax benefits in respect of the Basis Adjustments, Adjustments and Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered potential Net Tax Benefit for the Corporation shall be allocated among the Members TRA Holders in proportion to the respective Tax Benefit Payment Payments that would have been payable if the Corporation had in fact had sufficient taxable income so that and there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a)3.3.1, if the Corporation had $200 of aggregate potential Covered Realized Tax Benefits in a particular Taxable Year (with $50 of such Covered Realized Tax Benefits being attributable to Member TRA Holder No. 1 and $150 of such Covered Realized Tax Benefits being attributable to Member TRA Holder No. 2), such that Member TRA Holder No. 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 10.62 and Member TRA Holder No. 2 would have been entitled to a Tax Benefit Payment of $127.50 31.87 if the Corporation had $200 of actual taxable incomeincome (assuming for purposes of this illustration a 25% tax rate), and if at the same time the Corporation in fact (for purposes of this illustration) only had $100 of actual taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Realized Tax Benefit for the Corporation for such Taxable Year would be allocated to Member TRA Holder No. 1 and $75 of the aggregate $100 actual Covered Realized Tax benefit for the Corporation would be allocated to Member TRA Holder No. 2, such that Member TRA Holder No. 1 would receive a Tax Benefit Payment of $21.25 5.31 and Member TRA Holder No. 2 would receive a Tax Benefit Payment of $63.7515.94. Notwithstanding anything to the contrary in this Section 3.1, in no event shall the aggregate of the portions of the Net Tax Benefit that are Attributable to the TRA Holders exceed 100% of the Net Tax Benefit.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in Tax benefits with respect of to the Basis Adjustments, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes of determining the Corporation’s liability for Covered Taxes and Imputed Interest (the “Covered Tax Benefit”) (in each case, without regard to the Taxable Year of origination) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit for the Corporation shall be allocated among the Members in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had in fact had sufficient taxable income so that there had been no such limitationincome. As an illustration of the intended operation of this Section 3.3(a)For example, if the Corporation had $200 of aggregate potential Covered Tax Benefits with respect to the Basis Adjustments and Imputed Interest in a particular Taxable Year (with $50 of such Covered Tax Benefits being attributable to Member 1 A and $150 of such Covered Tax Benefits being attributable to Member 2B), such that Member 1 A would have potentially been entitled to a Tax Benefit Payment of $42.50 and Member 2 B would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had $200 of sufficient actual taxable income, and if at the same time the Corporation only instead had $100 of insufficient actual taxable income in such Taxable Year, such that the Covered Tax Benefit was limited to $100, then $25 of the aggregate $100 actual Covered Tax Benefit for the Corporation for such Taxable Year would be allocated to Member 1 A and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member 2B, such that Member 1 A would receive a Tax Benefit Payment of $21.25 and Member 2 B would receive a Tax Benefit Payment of $63.75.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions tax benefit in respect of the Basis Adjustments, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit for the Corporation shall be allocated among the Members TRA Holders in proportion to the respective Tax Benefit Payment Payments that would have been payable if the Corporation had in fact had sufficient taxable income so that and there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation had $200 of aggregate potential Covered Tax Benefits in a particular Taxable Year (with $50 of such Covered Tax Benefits being attributable to Member TRA Holder 1 and $150 of such Covered Tax Benefits being attributable to Member TRA Holder 2), such that Member TRA Holder 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 10.62 and Member TRA Holder 2 would have been entitled to a Tax Benefit Payment of $127.50 31.87 if the Corporation had $200 of actual taxable incomeincome (assuming for purposes of this illustration a 25% tax rate), and if at the same time the Corporation in fact (for purposes of this illustration) only had $100 of actual taxable income Covered Tax Benefits in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit for the Corporation for such Taxable Year would be allocated to Member TRA Holder 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member TRA Holder 2, such that Member TRA Holder 1 would receive a Tax Benefit Payment of $21.25 5.31 and Member TRA Holder 2 would receive a Tax Benefit Payment of $63.7515.94.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in respect of the Basis Adjustments, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit for the Corporation shall be allocated among the Members in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had in fact had sufficient taxable income so that there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation would have had $200 160 of aggregate potential Covered Tax Benefits (as a result of, for illustrative purposes, having $640 of taxable income) in a particular Taxable Year (with $50 40 of such Covered Tax Benefits being attributable to Member 1 and $150 120 of such Covered Tax Benefits being attributable to Member 2), such that Member 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 34 (i.e. 85% of $40) and Member 2 would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had $200 of actual taxable income102, and if at the same time instead the Corporation only had $100 320 of actual taxable income in such Taxable YearYear (corresponding to $80 of aggregate Covered Tax Benefits), then $25 20 of the aggregate $100 actual 80 Covered Tax Benefit for the Corporation for such Taxable Year would be allocated to Member 1 and $75 60 of the aggregate $100 actual 80 Covered Tax benefit for the Corporation would be allocated to Member 2, such that Member 1 would receive a Tax Benefit Payment of $21.25 17 and Member 2 would receive a Tax Benefit Payment of $63.7551.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in Covered Tax benefit of the Corporation as calculated with respect of to the Basis Adjustments, Reverse Section 704(c) Allocations, Imputed Interest, and Actual Interest Amounts, and Default Rate Interest for purposes of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”) Amounts is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit benefit for the Corporation shall be allocated among the Members in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had in fact had sufficient taxable income so that there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation had $200 of aggregate potential Covered Tax Benefits benefits with respect to the Basis Adjustments, Reverse Section 704(c) Allocations, Imputed Interest, and Actual Interest Amounts in a particular Taxable Year (with $50 of such Covered Tax Benefits benefits being attributable to Member 1 and $150 of such Covered Tax Benefits benefits being attributable to Member 2), such that Member 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 and Member 2 would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had $200 of actual taxable income, and if at the same time the Corporation only had $100 of actual taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit benefit for the Corporation for such Taxable Year would be allocated to Member 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member 2, such that Member 1 would receive a Tax Benefit Payment of $21.25 and Member 2 would receive a Tax Benefit Payment of $63.75.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions tax benefit in respect of the Common Basis, Basis Adjustments, Blocker Attributes, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit for the Corporation shall be allocated among the Members TRA Holders in the same proportion to the respective Tax Benefit Payment Payments that would have been payable if the Corporation had in fact had sufficient taxable income so that and there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation had $200 of aggregate potential Covered Tax Benefits in a particular Taxable Year (with $50 of such Covered Tax Benefits being attributable to Member TRA Holder 1 and $150 of such Covered Tax Benefits being attributable to Member TRA Holder 2), such that Member TRA Holder 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 10.62 and Member TRA Holder 2 would have been entitled to a Tax Benefit Payment of $127.50 31.87 if the Corporation had $200 of actual taxable incomeincome (assuming for purposes of this illustration a 25% tax rate), and if at the same time the Corporation in fact (for purposes of this illustration) only had $100 of actual taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit for the Corporation for such Taxable Year would be allocated to Member TRA Holder 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member TRA Holder 2, such that Member TRA Holder 1 would receive a Tax Benefit Payment of $21.25 5.31 and Member TRA Holder 2 would receive a Tax Benefit Payment of $63.7515.94. Notwithstanding anything to the contrary in Section 3.1(b), in no event will the aggregate of the portions of the Net Tax Benefit that are “Attributable” to the TRA Holders exceed 100% of the Net Tax Benefit.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in respect of the Basis Adjustments, Other Tax Assets and Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit for the Corporation shall be allocated among the Members in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had in fact had sufficient taxable income so that there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation had $200 of aggregate potential Covered Tax Benefits in a particular Taxable Year (with $50 of such Covered Tax Benefits being attributable to Member 1 and $150 of such Covered Tax Benefits being attributable to Member 2), such that Member 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 10.62 and Member 2 would have been entitled to a Tax Benefit Payment of $127.50 31.87 if the Corporation had $200 of actual taxable incomeincome (assuming for purposes of illustration a 25% composite tax rate), and if at the same time the Corporation in fact only had $100 of actual taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit for the Corporation for such Taxable Year would be allocated to Member 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member 2, such that Member 1 would receive a Tax Benefit Payment of $21.25 5.31 and Member 2 would receive a Tax Benefit Payment of $63.7515.94. Notwithstanding anything to the contrary in Section 3.1(b), in no event will the aggregate of the portions of the Net Tax Benefit that are “Attributable” to the Members exceed 100% of the Net Tax Benefit. .

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b3.l(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in Covered Tax benefit of PC Corp as calculated with respect of to the Basis AdjustmentsAdjustments and Imputed Interest (in each case, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes without regard to the Taxable Year of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”origination) is limited in a particular Taxable Year because the Corporation PC Corp does not have sufficient actual taxable income, then the available Covered Tax Benefit benefit for the Corporation PC Corp shall be allocated among the Members in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation PC Corp had in fact had sufficient taxable income so that there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation PC Corp had $200 400 of aggregate potential Covered Tax Benefits benefits with respect to the Basis Adjustments and Imputed Interest in a particular Taxable Year (with $50 100 of such Covered Tax Benefits benefits being attributable to Member 1 and $150 300 of such Covered Tax Benefits benefits being attributable to Member 2), such that Member 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 85.00 and Member 2 would have been entitled to a Tax Benefit Payment of $127.50 255.00 if the Corporation PC Corp had $200 400 of actual taxable income, and if at the same time the Corporation PC Corp only had $100 200 of actual taxable income in such Taxable Year, then $25 50 of the aggregate $100 200 actual Covered Tax Benefit benefit for the Corporation PC Corp for such Taxable Year would be allocated to Member 1 and $75 150 of the aggregate $100 200 actual Covered Tax benefit for the Corporation PC Corp would be allocated to Member 2, such that Member 1 would receive a Tax Benefit Payment of $21.25 42.50 and Member 2 would receive a Tax Benefit Payment of $63.75127.50.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in Covered Tax benefit of the Corporation as calculated with respect of to the Basis Adjustments, Imputed InterestInterest and Pre-IPO NOLs (in each case, Actual Interest Amounts, and Default Rate Interest for purposes without regard to the Taxable Year of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”origination) permitted to be utilized in a particular Taxable Year is limited in a particular such Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit benefit for the Corporation shall be allocated among the Members Beneficiaries in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had in fact had sufficient taxable income so that there had been no such limitation; provided, that a Pre-IPO NOL shall be treated as expiring solely to the extent that such Pre-IPO NOL actually expires under applicable law and such Pre-IPO NOL shall not be deemed to have expired as a result of the application of this Section 3.3(a). As an illustration of the intended operation of this Section 3.3(a), if the Corporation had $200 of aggregate potential Covered Tax Benefits benefits with respect to the Basis Adjustments, Imputed Interest and Pre-IPO NOLs in a particular Taxable Year (with $50 of such Covered Tax Benefits benefits being attributable to Member Beneficiary 1 and $150 of such Covered Tax Benefits benefits being attributable to Member Beneficiary 2), such that Member Beneficiary 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 and Member Beneficiary 2 would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had $200 of actual taxable income, and if at the same time the Corporation only had $100 of actual taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit benefit for the Corporation for such Taxable Year would be allocated to Member Beneficiary 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member Beneficiary 2, such that Member Beneficiary 1 would receive a Tax Benefit Payment of $21.25 and Member Beneficiary 2 would receive a Tax Benefit Payment of $63.75.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) 3.1 to the contrary, if the aggregate potential depreciation, amortization or other similar deductions tax benefit in respect of the Basis Adjustments, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit for the Corporation shall be allocated among the Members TRA Holders in proportion to the respective Tax Benefit Payment Payments that would have been payable if the Corporation had in fact had sufficient taxable income so that and there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a)3.3.1, if the Corporation had $200 of aggregate potential Covered Tax Benefits in a particular Taxable Year (with $50 of such Covered Tax Benefits being attributable to Member TRA Holder 1 and $150 of such Covered Tax Benefits being attributable to Member TRA Holder 2), such that Member TRA Holder 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 10.62 and Member TRA Holder 2 would have been entitled to a Tax Benefit Payment of $127.50 31.87 if the Corporation had $200 of actual taxable incomeincome (assuming for purposes of this illustration a 25% tax rate), and if at the same time the Corporation in fact (for purposes of this illustration) only had $100 of actual taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit for the Corporation for such Taxable Year would be allocated to Member TRA Holder 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member TRA Holder 2, such that Member TRA Holder 1 would receive a Tax Benefit Payment of $21.25 5.31 and Member TRA Holder 2 would receive a Tax Benefit Payment of $63.7515.94. Notwithstanding anything to the contrary in Section 3.1, in no event will the aggregate of the portions of the Net Tax Benefit that are “Attributable” to the TRA Holders exceed 100% of the Net Tax Benefit.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in Covered Tax benefit of the Corporation as calculated with respect of to the Basis Adjustments, Imputed Interest, Actual Interest AmountsAmounts and Imputed Interest (in each case, and Default Rate Interest for purposes without regard to the Taxable Year of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”origination) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit benefit for the Corporation shall be allocated among the Members in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had in fact had sufficient taxable income so that there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a3.4(a), if the Corporation had $200 of aggregate potential Covered Tax Benefits benefits with respect to the Basis Adjustments, Actual Interest Amounts and Imputed Interest in a particular Taxable Year (with $50 of such Covered Tax Benefits benefits being attributable to Member 1 and $150 of such Covered Tax Benefits benefits being attributable to Member 2), such that Member 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 and Member 2 would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had $200 of actual taxable income, and if at the same time the Corporation only had $100 of actual taxable income in such Taxable YearYear prior to the application of any potential Covered Tax benefit, then $25 of the aggregate $100 actual Covered Tax Benefit benefit for the Corporation for such Taxable Year would be allocated to Member 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member 2, such that Member 1 would receive a Tax Benefit Payment of $21.25 and Member 2 would receive a Tax Benefit Payment of $63.75.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions tax benefit in respect of the Basis Adjustments, Blocker Attributes, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit for the Corporation shall be allocated among the Members TRA Holders in proportion to the respective Tax Benefit Payment Payments that would have been payable if the Corporation had in fact had sufficient taxable income so that and there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation had $200 of aggregate potential Covered Tax Benefits in a particular Taxable Year (with $50 of such Covered Tax Benefits being attributable to Member TRA Holder 1 and $150 of such Covered Tax Benefits being attributable to Member TRA Holder 2), such that Member TRA Holder 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 10.62 and Member TRA Holder 2 would have been entitled to a Tax Benefit Payment of $127.50 31.87 if the Corporation had $200 of actual taxable incomeincome (assuming for purposes of this illustration a 25% tax rate), and if at the same time the Corporation in fact (for purposes of this illustration) only had $100 of actual taxable income Covered Tax Benefits in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit for the Corporation for such Taxable Year would be allocated to Member TRA Holder 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member TRA Holder 2, such that Member TRA Holder 1 would receive a Tax Benefit Payment of $21.25 5.31 and Member TRA Holder 2 would receive a Tax Benefit Payment of $63.7515.94.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions tax benefit in respect of the Basis Adjustments, Blocker Attributes, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax Benefit for the Corporation shall be allocated among the Members TRA Holders in proportion to the respective Tax Benefit Payment Payments that would have been payable if the Corporation had in fact had sufficient taxable income so that and there had been no such limitation. As an illustration of the intended operation of this Section 3.3(a), if the Corporation had $200 of aggregate potential Covered Tax Benefits in a particular Taxable Year (with $50 of such Covered Tax Benefits being attributable to Member TRA Holder 1 and $150 of such Covered Tax Benefits being attributable to Member TRA Holder 2), such that Member TRA Holder 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 10.62 and Member TRA Holder 2 would have been entitled to a Tax Benefit Payment of $127.50 31.87 if the Corporation had $200 of actual taxable incomeincome (assuming for purposes of this illustration a 25% tax rate), and if at the same time the Corporation in fact (for purposes of this illustration) only had $100 of actual taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax Benefit for the Corporation for such Taxable Year would be allocated to Member TRA Holder 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member TRA Holder 2, such that Member TRA Holder 1 would receive a Tax Benefit Payment of $21.25 5.31 and Member TRA Holder 2 would receive a Tax Benefit Payment of $63.7515.94. Notwithstanding anything to the contrary in Section 3.1(b), in no event will the aggregate of the portions of the Net Tax Benefit that are “Attributable” to the TRA Holders exceed 100% of the Net Tax Benefit.

Insufficient Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential depreciation, amortization or other similar deductions in respect of the Basis Adjustments, Imputed Interest, Actual Interest Amounts, and Default Rate Interest for purposes of determining the Corporation’s liability for Covered Taxes (the “Covered Tax Benefit”) is limited in a particular Taxable Year because Year, to the Corporation does not have sufficient extent that the actual Realized Tax Benefit of Parent is lower than what the Realized Tax Benefit would be if Parent had taxable incomeincome equal to the Benchmark Taxable Income in such Taxable Year, then the available Covered actual Realized Tax Benefit for the Corporation shall be allocated among the Members to each Member pro rata in proportion to accordance with the respective Tax Benefit Payment that would have been payable to such Member if the Corporation Parent had in fact had sufficient taxable income so that there had been no such limitationequal to the Benchmark Taxable Income. As an illustration of the intended operation of this Section 3.3(a)For example, if the Corporation Parent would have had $200 of aggregate potential Covered Realized Tax Benefits in a particular Benefit if Parent had taxable income equal to the Benchmark Taxable Year Income (with $50 of such Covered Realized Tax Benefits being attributable Attributable to Member 1 A and $150 of such Covered Tax Benefits being attributable Attributable to Member 2B), such that Member 1 would have potentially been entitled to a Tax Benefit Payment of $42.50 and Member 2 A would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had 41.75 and Member B would have been entitled to a Tax Benefit Payment of $200 of actual taxable income125.25, and if at the same time the Corporation only Parent instead had $100 of actual taxable income less than the Benchmark Taxable Income in such Taxable YearYear such that the Realized Tax Benefit was limited to $100, then $25 of the aggregate $100 actual Covered Realized Tax Benefit for the Corporation Parent for such Taxable Year would be allocated to Member 1 A and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation would be allocated to Member 2B, such that Member 1 A would receive a Tax Benefit Payment of $21.25 20.875 and Member 2 B would receive a Tax Benefit Payment of $63.7562.625.