Common use of CONSOLIDATED FEDERAL INCOME TAX LIABILITIES Clause in Contracts

CONSOLIDATED FEDERAL INCOME TAX LIABILITIES. Except as otherwise provided ------------------------------------------- in this Agreement, HomeBase shall pay, on a timely basis, all Taxes due with respect to the consolidated federal income Tax liability for all periods beginning on or before the Distribution Date (including the Short Period) of the Waban Affiliated Group. BJI on behalf of the BJI Group hereby assumes and agrees to pay (to the extent not previously paid by BJI) the BJI Group's share of those Taxes for all periods beginning on or before the Distribution Date (including the Short Period), which payments shall be made directly to HomeBase which shall then forward any balance due to the IRS. The allocable shares of the consolidated federal income Tax liability for such periods for the BJI Group and the HomeBase Group shall be determined by applying the effective tax rate with respect to the applicable Tax Return to the positive taxable income, if any, determined in accordance with the principles set forth Tax Sharing Agreement 3.01 for each of the BJI Group and the HomeBase Group. With respect to the taxable year of the HomeBase Group that includes the Distribution Date and the taxable year of the BJI Group that commences immediately following the Distribution Date, the HomeBase Group shall claim on its federal income Tax Returns the benefit of (i) the graduated tax rates of Code Section 11, (ii) the $25,000 bracket amount in Code Section 38, (iii) the $40,000 exemption amount and the $150,000 bracket amount in Code Section 55, and (iv) the $2,000,000 bracket amount in Code Section 59A, and the BJI Group shall claim none of such benefits. (a) indicate that the BJI Group has either overpaid or underpaid its share of the consolidated federal income Tax liability for the taxable year ended January 25, 1997, or for the Short Period, respectively, then not later than 90 days after the filing of HomeBase's consolidated federal income Tax return for the taxable year ended January 25, 1997, and the taxable year ending January 31, 1998, respectively, HomeBase shall pay BJI the amount of any such overpayment or BJI shall pay HomeBase the amount of any such underpayment. HomeBase shall notify BJI not later than 5 business days prior to the due date of any quarterly estimated Tax payments of the amount of BJI's share of such quarterly payments, and BJI shall make such quarterly estimated Tax payments to HomeBase not later than 3 business days prior to the date such quarterly payments would be due if BJI were a separate company. HomeBase shall notify BJI not later than 5 business days prior to the last day for filing any request for extension of time to file the HomeBase Group's federal Tax Return of the amount of BJI's share of any additional amount due upon the filing of such extension request, and BJI shall pay to HomeBase such amount not later than 3 business days prior to the last day for filing such extension request. All calculations and determinations required to be made pursuant to this Section 3.02(a) shall be made by HomeBase in good faith.

CONSOLIDATED FEDERAL INCOME TAX LIABILITIES. Except as ------------------------------------------- otherwise provided ------------------------------------------- in this Agreement, HomeBase Stream shall pay, on a timely basis, all Taxes due with respect to the consolidated federal income Tax liability for all taxable years or periods beginning on or before the Distribution Drop-down Date (including the Short Period) of the Waban Stream Affiliated Group. BJI Each of MMI Holdings on behalf of the BJI MMI Group and CST Holdings on behalf of the CST Group hereby assumes and agrees to pay (to the extent not previously paid by BJIMMI Holdings or CST Holdings or any member of their respective Groups, as the case may be) the BJI MMI Group's share and the CST Group's share, as the case may be, of those Taxes (with each share determined as described below) for all periods beginning on or before the Distribution Date (including the Short Period)Pre-Drop-down Taxable Periods, which payments shall be made directly to HomeBase Stream which shall then forward any balance due to the IRS. The allocable shares share of the consolidated federal Income Tax liability for each of such periods for the Stream Group, the MMI Group, and the CST Group shall be determined based on the liability of Stream, MMI Holdings and CST Holdings, respectively, in respect of such Tax liability in accordance with the principles set forth in Section 3.01. (a) indicate that either MMI Holdings or CST Holdings has either overpaid or underpaid its share (determined as described above) of the consolidated federal income Tax liability for such periods for the BJI Group and the HomeBase Group shall be determined by applying the effective tax rate with respect to the applicable Tax Return to the positive taxable income, if any, determined in accordance with the principles set forth Tax Sharing Agreement 3.01 for each of the BJI Group and the HomeBase Group. With respect to the taxable year of the HomeBase Group that includes the Distribution Date and the taxable year of the BJI Group that commences immediately following the Distribution Date, the HomeBase Group shall claim on its federal income Tax Returns the benefit of (i) the graduated tax rates of Code Section 11, (ii) the $25,000 bracket amount in Code Section 38, (iii) the $40,000 exemption amount and the $150,000 bracket amount in Code Section 55, and (iv) the $2,000,000 bracket amount in Code Section 59A, and the BJI Group shall claim none of such benefits. (a) indicate that the BJI Group has either overpaid or underpaid its share of the consolidated federal income Tax liability for the taxable year ended January 25, 1997, or for the Short Period, respectivelyany period, then not later than 90 days after the filing of HomeBaseStream's consolidated federal income Tax return returns for the taxable year ended January 25, 1997, and the taxable year ending January 31, 1998, respectively, HomeBase such period Stream shall pay BJI MMI Holdings or CST Holdings, as the case may be, the amount of any such overpayment overpayment, or BJI MMI Holdings or CST Holdings, as the case may be, shall pay HomeBase Stream the amount of any such underpayment. HomeBase shall notify BJI not later than 5 business days prior to the due date of any quarterly estimated Tax payments of the amount of BJI's share of such quarterly payments, and BJI shall make such quarterly estimated Tax payments to HomeBase not later than 3 business days prior to the date such quarterly payments would be due if BJI were a separate company. HomeBase shall notify BJI not later than 5 business days prior to the last day for filing any request for extension of time to file the HomeBase Group's federal Tax Return of the amount of BJI's share of any additional amount due upon the filing of such extension request, and BJI shall pay to HomeBase such amount not later than 3 business days prior to the last day for filing such extension request. All calculations and determinations required to be made pursuant to this Section 3.02(a) shall be made jointly by HomeBase the parties hereto in good faithfaith or, if necessary, pursuant to Section 5.04.

CONSOLIDATED FEDERAL INCOME TAX LIABILITIES. Except as ------------------------------------------- otherwise provided ------------------------------------------- in this Agreement, HomeBase shall pay, on a timely basis, all Taxes due with respect to the consolidated federal income Tax liability for all periods beginning on or before the Distribution Date (including the Short Period) of the Waban Affiliated Group. BJI on behalf of the BJI Group hereby assumes and agrees to pay (to the extent not previously paid by BJI) the BJI Group's share of those Taxes for all periods beginning on or before the Distribution Date (including the Short Period), which payments shall be made directly to HomeBase which shall then forward any balance due to the IRS. The allocable shares of the consolidated federal income Tax liability for such periods for the BJI Group and the HomeBase Group shall be determined by applying the effective tax rate with respect to the applicable Tax Return to the positive taxable income, if any, determined in accordance with the principles set forth Tax Sharing Agreement in Section 3.01 for each of the BJI Group and the HomeBase Group. With respect to the taxable year of the HomeBase Group that includes the Distribution Date and the taxable year of the BJI Group that commences immediately following the Distribution Date, the HomeBase Group shall claim on its federal income Tax Returns the benefit of (i) the graduated tax rates of Code Section 11, (ii) the $25,000 bracket amount in Code Section 38, (iii) the $40,000 exemption amount and the $150,000 bracket amount in Code Section 55, and (iv) the $2,000,000 bracket amount in Code Section 59A, and the BJI Group shall claim none of such benefits. (a) indicate that the BJI Group has either overpaid or underpaid its share of the consolidated federal income Tax liability for the taxable year ended January 25, 1997, or for the Short Period, respectively, then not later than 90 days after the filing of HomeBase's consolidated federal income Tax return for the taxable year ended January 25, 1997, and the taxable year ending January 31, 1998, respectively, HomeBase shall pay BJI the amount of any such overpayment or BJI shall pay HomeBase the amount of any such underpayment. HomeBase shall notify BJI not later than 5 business days prior to the due date of any quarterly estimated Tax payments of the amount of BJI's share of such quarterly payments, and BJI shall make such quarterly estimated Tax payments to HomeBase not later than 3 business days prior to the date such quarterly payments would be due if BJI were a separate company. HomeBase shall notify BJI not later than 5 business days prior to the last day for filing any request for extension of time to file the HomeBase Group's federal Tax Return of the amount of BJI's share of any additional amount due upon the filing of such extension request, and BJI shall pay to HomeBase such amount not later than 3 business days prior to the last day for filing such extension request. All calculations and determinations required to be made pursuant to this Section 3.02(a) shall be made by HomeBase in good faith.

CONSOLIDATED FEDERAL INCOME TAX LIABILITIES. Except as otherwise ------------------------------------------- provided ------------------------------------------- in this Agreement, HomeBase Stream shall pay, on a timely basis, all Taxes due with respect to the consolidated federal income Tax liability for all taxable years or periods beginning on or before the Distribution Drop-down Date (including the Short Period) of the Waban Stream Affiliated Group. BJI Each of MMI Holdings on behalf of the BJI MMI Group and CST Holdings on behalf of the CST Group hereby assumes and agrees to pay (to the extent not previously paid by BJIMMI Holdings or CST Holdings or any member of their respective Groups, as the case may be) the BJI MMI Group's share and the CST Group's share, as the case may be, of those Taxes (with each share determined as described below) for all periods beginning on or before the Distribution Date (including the Short Period)Pre-Drop-down Taxable Periods, which payments shall be made directly to HomeBase Stream which shall then forward any balance due to the IRS. The allocable shares share of the consolidated federal Income Tax liability for each of such periods for the Stream Group, the MMI Group, and the CST Group shall be determined based on the liability of Stream, MMI Holdings and CST Holdings, respectively, in respect of such Tax liability in accordance with the principles set forth in Section 3.01. (a) indicate that either MMI Holdings or CST Holdings has either overpaid or underpaid its share (determined as described above) of the consolidated federal income Tax liability for such periods for the BJI Group and the HomeBase Group shall be determined by applying the effective tax rate with respect to the applicable Tax Return to the positive taxable income, if any, determined in accordance with the principles set forth Tax Sharing Agreement 3.01 for each of the BJI Group and the HomeBase Group. With respect to the taxable year of the HomeBase Group that includes the Distribution Date and the taxable year of the BJI Group that commences immediately following the Distribution Date, the HomeBase Group shall claim on its federal income Tax Returns the benefit of (i) the graduated tax rates of Code Section 11, (ii) the $25,000 bracket amount in Code Section 38, (iii) the $40,000 exemption amount and the $150,000 bracket amount in Code Section 55, and (iv) the $2,000,000 bracket amount in Code Section 59A, and the BJI Group shall claim none of such benefits. (a) indicate that the BJI Group has either overpaid or underpaid its share of the consolidated federal income Tax liability for the taxable year ended January 25, 1997, or for the Short Period, respectivelyany period, then not later than 90 days after the filing of HomeBaseStream's consolidated federal income Tax return returns for the taxable year ended January 25, 1997, and the taxable year ending January 31, 1998, respectively, HomeBase such period Stream shall pay BJI MMI Holdings or CST Holdings, as the case may be, the amount of any such overpayment overpayment, or BJI MMI Holdings or CST Holdings, as the case may be, shall pay HomeBase Stream the amount of any such underpayment. HomeBase shall notify BJI not later than 5 business days prior to the due date of any quarterly estimated Tax payments of the amount of BJI's share of such quarterly payments, and BJI shall make such quarterly estimated Tax payments to HomeBase not later than 3 business days prior to the date such quarterly payments would be due if BJI were a separate company. HomeBase shall notify BJI not later than 5 business days prior to the last day for filing any request for extension of time to file the HomeBase Group's federal Tax Return of the amount of BJI's share of any additional amount due upon the filing of such extension request, and BJI shall pay to HomeBase such amount not later than 3 business days prior to the last day for filing such extension request. All calculations and determinations required to be made pursuant to this Section 3.02(a) shall be made jointly by HomeBase the parties hereto in good faithfaith or, if necessary, pursuant to Section 5.04.