Common use of Payment of Taxes at Year Clause in Contracts

Payment of Taxes at Year. End by Nabisco Tax Group. (a) No later than 20 Business Days prior to the due date (including all applicable and valid extensions) for the Holdings Consolidated Group's consolidated Federal Tax return for a taxable year that begins prior to a Nabisco Deconsolidation, Nabisco shall deliver to Holdings a Pro Forma Federal Return of the Nabisco Tax Group reflecting the Nabisco Federal Tax Liability for (i) such taxable year, if such taxable year ends prior to a Nabisco Deconsolidation, or (ii) the period from the beginning of such taxable year through the Deconsolidation Date, if a Nabisco Deconsolidation occurs during such taxable year. No later than 20 Business Days prior to the due date (including all applicable and valid extensions) for each Combined State return of the Holdings Consolidated Group for a taxable year that begins prior to a Nabisco Deconsolidation, Nabisco shall deliver to Holdings a Pro Forma Combined State Return of the Nabisco Tax Group reflecting the related Nabisco Combined State Tax Liability for (i) such taxable year, if such taxable year ends prior to a Nabisco Deconsolidation, or (ii) the period from the beginning of such taxable year through the Deconsolidation Date, if a Nabisco Deconsolidation occurs during such taxable year. Nabisco shall not take any unreasonable position in preparing such Pro Forma Returns. Each Pro Forma Return shall be delivered together with a statement showing a calculation of the amount to be paid pursuant to Section 3.05(c) below. (b) Upon receipt of a Pro Forma Return from Nabisco, Holdings may adjust such return if it determines that the calculation of the Nabisco Federal Tax Liability or the Nabisco Combined State Liability, as the case may be, reflected on such return is incorrect or incomplete. Any adjustment made by Holdings under this Section 3.05(b) shall be treated for the purposes of Article 3 as though it had always been reflected on such Pro Forma Return. Nabisco shall not be permitted to invoke the dispute resolution procedures in Section 11.02 until it shall have paid any amounts required under Section 3.05(c). (c) No later than two Business Days prior to the due date for the Return of the Holdings Consolidated Group that results in the delivery of a Pro Forma Return pursuant to Section 3.05(a) above, Nabisco shall pay to Holdings, or Holdings shall pay to Nabisco, as appropriate, an amount equal to the difference, if any, between the Nabisco Federal Tax Liability or the Nabisco Combined State Tax Liability, as the case may be, reflected on such Pro Forma Return for the taxable period covered thereby and the aggregate amount of the estimated installments paid by Nabisco with respect to such taxable period in accordance with the principles of Section 3.03. (d) If a Pro Forma Return of the Nabisco Tax Group described in Section 3.05 (a) reflects a Tax Asset that may under applicable law be used to reduce a Federal Tax liability or a State Tax liability, in each case for any taxable period of a member of the Holdings Consolidated Group that is not also a member of the Nabisco Tax Group, Holdings shall pay to Nabisco (and, as appropriate, shall receive payment from the Designated RJRN Affiliate of) an amount equal to the actual tax saving (which would be computed in accordance with Section 3.04(d)) produced by such Tax Asset within 30 days of the Effective Realization of such tax saving, and the Pro Forma Returns of the Nabisco Tax Group and other relevant determinations under this Article 3 shall thereafter reflect such use.

Payment of Taxes at Year. End by Nabisco Tax Group.End. ---------------------------- (ai) No later than 20 Business Days prior to Within thirty (30) days after the due date (including all applicable and valid extensions) for the Holdings Consolidated ASI Group's consolidated Federal Tax return for is filed, ASI shall make available to Logility a taxable year that begins prior to pro forma Federal Tax return (a Nabisco Deconsolidation, Nabisco shall deliver to Holdings a "Pro Forma Federal Return Return") of the Nabisco Tax Logility Group reflecting the Nabisco Logility Federal Tax Liability for Liability. Within thirty (i30) such taxable year, if such taxable year ends prior to a Nabisco Deconsolidation, or (ii) days after the period from date the beginning of such taxable year through the Deconsolidation Date, if a Nabisco Deconsolidation occurs during such taxable year. No later than 20 Business Days prior to the due date (including all applicable and valid extensions) for each last Combined State Tax return of is filed for the Holdings Consolidated Group for fiscal year to which such returns relate, ASI shall make available to Logility the relevant pro forma Combined State Tax Returns (each a taxable year that begins prior to a Nabisco Deconsolidation, Nabisco shall deliver to Holdings a "Pro Forma Combined State Return Return" and together with the Pro Forma Federal Returns, the "Pro Forma Returns") of the Nabisco Tax Logility Group reflecting the related Nabisco relevant Logility Combined State Tax Liability for (i) such taxable year, if such taxable year ends prior to Liability. The Pro Forma Returns shall be prepared in good faith in a Nabisco Deconsolidation, or manner generally consistent with past practice. (ii) the period from the beginning of such taxable year through the Deconsolidation Date, if a Nabisco Deconsolidation occurs during such taxable year. Nabisco shall not take any unreasonable position in preparing such Pro Forma Returns. Each Pro Forma Return shall be delivered together with a statement showing a calculation Within ten (10) business days of the amount to be paid pursuant to Section 3.05(c) below. (b) Upon receipt of a Pro Forma Return from Nabiscostatutorily mandated payment date, Holdings may adjust such return if it determines that the calculation of the Nabisco Federal Tax Liability or the Nabisco Combined State Liability, as the case may be, reflected on such return is incorrect or incomplete. Any adjustment made by Holdings under this Section 3.05(b) shall be treated for the purposes of Article 3 as though it had always been reflected on such Pro Forma Return. Nabisco shall not be permitted to invoke the dispute resolution procedures in Section 11.02 until it shall have paid any amounts required under Section 3.05(c). (c) No later than two Business Days prior to the due date for the Return of the Holdings Consolidated Group that results in the delivery of a Pro Forma Return pursuant to Section 3.05(a) above, Nabisco Logility shall pay to HoldingsASI, or Holdings ASI shall pay to NabiscoLogility, as appropriate, an amount equal to the difference, if any, between the Nabisco Logility Federal Tax Liability reflected on the Pro Forma Federal Return for such year and the aggregate amount of the estimated installments of the Logility Federal Tax Liability for such year made pursuant to Section 2.1(b). Within ten (10) business days of the statutorily mandated payment date, Logility shall pay to ASI, or ASI shall pay to Logility, as appropriate, an amount equal to the Nabisco difference, if any, between the Logility Combined State Tax Liability, as the case may be, Liability reflected on such the relevant Pro Forma Combined State Tax Return for the taxable period covered thereby and the aggregate amount of the estimated installments paid by Nabisco with respect to such taxable period in accordance with the principles of corresponding Logility Combined State Tax Liability pursuant to Section 3.032.1(b). (diii) If a Pro Forma Return If, under applicable law and consistent with this Agreement, the ASI Sub-Group avails itself of the Nabisco Tax Group described in Section 3.05 (a) reflects a Tax Asset that may under applicable law be used to reduce a Federal Tax liability or a State Tax liability, in each case for any taxable period of a member of the Holdings Consolidated Group that is not also a member of the Nabisco Tax Logility Group, Holdings ASI shall pay to Nabisco (and, as appropriate, shall receive payment from the Designated RJRN Affiliate of) Logility an amount equal to the actual tax saving (which would be computed in accordance with Section 3.04(d)) produced by Tax Saving attributable to such Tax Asset within 30 days Asset, if and when realized by ASI. The parties agree that all net operating losses and net capital losses of the Effective Realization ASI Group shall be taken into account by ASI in the order in which such net operating losses and net capital losses have arisen; all other Tax Assets of the Logility Group shall be taken into account by ASI in the above-described manner, subject, however, to the ordering rules then in effect under the Code. (iv) In the event that ASI makes a cash deposit with a taxing authority in order to stop the running of interest or makes a payment of tax and correspondingly takes action to recoup such payment (such as suing for a refund), Logility shall pay to ASI an amount equal to Logility's share of the amount so deposited or paid (calculated in a manner consistent with the determinations provided in this Article 2). Upon receipt by ASI of a refund of any amounts paid by it in respect of which Logility shall have advanced an amount hereunder, ASI shall pay to Logility the amount of such tax savingrefund, together with any interest received by it on such refund. If and to the Pro Forma Returns of extent that any claim for refund or contest based thereupon shall be unsuccessful, the Nabisco Tax Group and other relevant determinations payment by Logility under this Article 3 shall thereafter reflect such useSection 2.1(c)(iv) may be credited by ASI toward any of Logility's obligations under this Section 2.1.

Payment of Taxes at Year. End by Nabisco Tax Group.End. ---------------------------- (ai) No later than 20 Business Days prior to On or before the due date (including all applicable and valid extensions) for the Holdings Consolidated The Limited Group's consolidated Federal Tax return, The Limited shall make available to Abercrombie & Fitch a pro forma Federal Tax return for (a taxable year that begins prior to a Nabisco Deconsolidation, Nabisco shall deliver to Holdings a "Pro Forma Federal Return Return") of the Nabisco Tax Abercrombie & Fitch Group reflecting the Nabisco Abercrombie & Fitch Federal Tax Liability for (i) such taxable year, if such taxable year ends prior to a Nabisco Deconsolidation, Liability. On or (ii) the period from the beginning of such taxable year through the Deconsolidation Date, if a Nabisco Deconsolidation occurs during such taxable year. No later than 20 Business Days prior to before the due date (including all applicable and valid extensions) for each Combined State Tax return, The Limited shall make available to Abercrombie & Fitch the relevant pro forma Combined State Tax return of the Holdings Consolidated Group for (each a taxable year that begins prior to a Nabisco Deconsolidation, Nabisco shall deliver to Holdings a "Pro Forma Combined State Return Return" and together with the Pro Forma Federal Return, the "Pro Forma Returns") of the Nabisco Tax Abercrombie & Fitch Group reflecting the related Nabisco relevant Abercrombie & Fitch Combined State Tax Liability for (i) such taxable year, if such taxable year ends prior to Liability. The Pro Forma Returns shall be prepared in good faith in a Nabisco Deconsolidation, or manner generally consistent with past practice. (ii) On or before the period from the beginning of such taxable date The Limited files its consolidated Federal Tax return for any year through the Deconsolidation Date, if a Nabisco Deconsolidation occurs during such taxable year. Nabisco shall not take any unreasonable position in preparing such Pro Forma Returns. Each Pro Forma Return shall be delivered together with a statement showing a calculation of the amount for which payments are to be paid pursuant to Section 3.05(c) below. (b) Upon receipt of a Pro Forma Return from Nabisco, Holdings may adjust such return if it determines that the calculation of the Nabisco Federal Tax Liability or the Nabisco Combined State Liability, as the case may be, reflected on such return is incorrect or incomplete. Any adjustment made by Holdings under this Section 3.05(b) shall be treated for the purposes of Article 3 as though it had always been reflected on such Pro Forma Return. Nabisco shall not be permitted to invoke the dispute resolution procedures in Section 11.02 until it shall have paid any amounts required under Section 3.05(c). (c) No later than two Business Days prior to the due date for the Return of the Holdings Consolidated Group that results in the delivery of a Pro Forma Return pursuant to Section 3.05(a) aboveAgreement, Nabisco Abercrombie & Fitch shall pay to HoldingsThe Limited, or Holdings The Limited shall pay to NabiscoAbercrombie & Fitch, as appropriate, an amount equal to the difference, if any, between the Nabisco Abercrombie & Fitch Federal Tax Liability reflected on the Pro Forma Federal Return for such year and the aggregate amount of the estimated installments of the Abercrombie & Fitch Federal Tax Liability for such year made pursuant to Section 2.1(b). On or before the Nabisco date The Limited files a Combined State Tax Liabilityreturn for any year for which payments are to be made under this Agreement, Abercrombie & Fitch shall pay to The Limited, or The Limited shall pay to Abercrombie & Fitch, as appropriate, an amount equal to the case may bedifference, if any, between the Abercrombie & Fitch Combined State Tax Liability reflected on such the relevant Pro Forma Combined State Tax Return for the taxable period covered thereby and the aggregate amount of the estimated installments paid by Nabisco with respect to such taxable period in accordance with the principles of corresponding Abercrombie & Fitch Combined State Tax Liability pursuant to Section 3.032.1(b). (diii) If a Pro Forma Return of the Nabisco Tax Group described in Section 3.05 (a) reflects a Tax Asset that may under applicable law be used to reduce a Federal Tax liability or a Combined State Tax liability, in each case liability of any member of The Limited Sub-Group for any taxable period of a member of the Holdings Consolidated Group that is not also a member of the Nabisco Tax Groupperiod, Holdings The Limited shall pay to Nabisco (and, as appropriate, shall receive payment from the Designated RJRN Affiliate of) Abercrombie & Fitch an amount equal to the actual tax saving (which would be computed in accordance with Section 3.04(d)include refunds actually received) produced by such Tax Asset within 30 days of at the Effective Realization of time such tax saving, saving is realized and the future Pro Forma Returns of the Nabisco Tax Abercrombie & Fitch Group and other relevant determinations under this Article 3 shall thereafter be adjusted to reflect such use. The amount of any such tax saving for any taxable period shall be the amount of the reduction in taxes payable to a taxing authority with respect to such tax period as compared to the taxes that would have been payable to a taxing authority with respect to such tax period in the absence of such Tax Asset. (iv) In the event that The Limited makes a cash deposit with a taxing authority in order to stop the running of interest or makes a payment of tax and correspondingly takes action to recoup such payment (such as suing for a refund), Abercrombie & Fitch shall pay to The Limited an amount equal to Abercrombie & Fitch' share of the amount so deposited or paid (calculated in a manner consistent with the determinations provided in this Article 2). Upon receipt by The Limited of a refund of any amounts paid by it in respect of which Abercrombie & Fitch shall have advanced an amount hereunder, The Limited shall pay to Abercrombie & Fitch the amount of such refund, together with any interest received by it on such refund. If and to the extent that any claim for refund or contest based thereupon shall be unsuccessful, the payment by Abercrombie & Fitch under Section 2.1(c)(iv) shall be credited toward Abercrombie & Fitch' obligations under this Section 2(c)(iv) and any other payment obligation of Abercrombie & Fitch under Section 2(d) below.

Payment of Taxes at Year. End by Nabisco Tax Group. (a) No later than 20 Business Days 10 days prior to the due date (including all applicable and valid extensions) for the Holdings Consolidated Parent Group's consolidated Federal Tax return Return for a taxable year that begins prior to a Nabisco Deconsolidationeach Tax Period, Nabisco Sub shall deliver to Holdings Parent a Pro Forma pro forma Federal Tax Return of the Nabisco Sub reflecting Sub's Consolidated Tax Group reflecting the Nabisco Federal Amount for such Tax Liability for (i) such taxable year, if such taxable year ends prior to a Nabisco Deconsolidation, or (ii) the period from the beginning of such taxable year through the Deconsolidation Date, if a Nabisco Deconsolidation occurs during such taxable yearPeriod prepared by Sub in good faith. No later than 20 Business Days 10 days prior to the due date (including all applicable and valid extensions) for each Combined State return Tax Return that includes Sub and another member of the Holdings Consolidated Parent Group for a taxable year that begins prior to a Nabisco Deconsolidationeach Tax Period, Nabisco Sub shall deliver to Holdings Parent a Pro Forma Combined State Return of the Nabisco Tax Group reflecting the related Nabisco Combined pro forma State Tax Liability Return reflecting Sub's Consolidated Tax Amount for (i) such taxable year, if such taxable year ends prior to a Nabisco Deconsolidation, or (ii) the period from the beginning of such taxable year through the Deconsolidation Date, if a Nabisco Deconsolidation occurs during such taxable year. Nabisco shall not take any unreasonable position Tax Period prepared by Sub in preparing such Pro Forma Returnsgood faith. Each Pro Forma pro forma Tax Return shall be delivered together with a statement showing a calculation of the amount to be paid pursuant to Section 3.05(c4.3(c) below. (b) Upon receipt of a Pro Forma pro forma Tax Return from NabiscoSub, Holdings Parent may adjust such return if it determines that the calculation of the Nabisco Federal Consolidated Tax Liability or the Nabisco Combined State Liability, as the case may be, Amount reflected on such return or returns is incorrect or incomplete. Any adjustment made by Holdings Parent under this Section 3.05(b4.3(b) shall be treated for the purposes of Article 3 as though it had always been reflected on such Pro Forma Returnpro forma return. Nabisco Sub shall not be permitted to invoke the dispute resolution procedures in Section 11.02 8 of this Agreement until it shall have paid any amounts required under Section 3.05(c)4.3(c) of this Agreement. (c) No later than two Business Days prior to the due date for the any Parent Tax Return of the Holdings Consolidated Group that results in the delivery of to which a Pro Forma pro forma Return prepared pursuant to Section 3.05(a4.3(a) aboveof this Agreement is attributable, Nabisco Sub shall pay to Holdings, or Holdings shall pay to Nabisco, as appropriate, Parent an amount equal to the difference, if any, between the Nabisco Federal Consolidated Tax Liability or the Nabisco Combined State Tax Liability, as the case may be, Amount reflected on such Pro Forma pro forma Tax Return for the taxable period covered thereby applicable Tax Period and the aggregate amount of the estimated installments Estimated Tax Amount paid by Nabisco Sub with respect to such taxable period in accordance with the principles Tax Return and Tax Period under Section 4.2(a) of Section 3.03this Agreement. (d) If a Pro Forma pro forma Tax Return of the Nabisco Tax Group described in Section 3.05 (a4.2(a) of this Agreement reflects a Tax Asset that may under applicable law be used to reduce a Federal or State Tax liability or a State Tax liability, in each case for any taxable period Tax Period of a member of the Holdings Consolidated Parent Group that is not also a member of the Nabisco Tax Groupother than Sub and its subsidiaries, Holdings Parent shall pay to Nabisco (and, as appropriate, shall receive payment from the Designated RJRN Affiliate of) Sub an amount equal to the actual tax saving (which would be computed in accordance with Section 3.04(d)) produced by such Tax Asset within 30 days of the Effective Realization realization of such tax saving, and the Pro Forma pro forma Tax Returns of the Nabisco Tax Group Sub and other relevant determinations under this Article 3 hereunder shall thereafter reflect such use. The amount of tax saving under this Section 4.3(d) for any Tax Period shall be the amount of the reduction in Federal or State Taxes that are payable to a taxing authority with respect to such Tax Period, as compared to the federal or state taxes that would have been payable to a taxing authority with respect to such Tax Period in the absence of such Tax Asset. Without limiting the generality of the foregoing, the determination of the tax saving under this Section 4.3(d) shall take into account any net decrease in the foreign tax credits and business credits which would otherwise have been available to the Parent Group by reason of the use of such Tax Asset.

Payment of Taxes at Year. End by Nabisco RJRN Tax Group. (a) No later than 20 Business Days prior to the due date (including all applicable and valid extensions) for the Holdings Consolidated Group's consolidated Federal Tax return for a taxable year that begins prior to includes a Nabisco DeconsolidationPre-Distribution Period, Nabisco the Designated RJRN Affiliate shall deliver to Holdings a pro forma Federal Tax return (a "Pro Forma Federal Return Return") of the Nabisco RJRN Tax Group reflecting the Nabisco RJRN Federal Tax Liability for (i) such taxable year, if such taxable year ends prior to a Nabisco Deconsolidationthe Distribution Date, or (ii) the period from the beginning of 1999 Pre-Distribution Period, if such taxable year through includes the Deconsolidation Distribution Date, if a Nabisco Deconsolidation occurs during such taxable year. No later than 20 Business Days prior to the due date (including all applicable and valid extensions) for each Combined State return of the Holdings Consolidated Group for a taxable year that begins prior to includes a Nabisco DeconsolidationPre-Distribution Period, Nabisco the Designated RJRN Affiliate shall deliver to Holdings a pro forma Combined State Tax Return (each a "Pro Forma Combined State Return Return", and, together with the Pro Forma Federal Return, the "Pro Forma Returns") of the Nabisco RJRN Tax Group reflecting the related Nabisco relevant RJRN Combined State Tax Liability for (i) such taxable year, if such taxable year ends prior to a Nabisco Deconsolidationthe Distribution Date, or (ii) the period from the beginning of 1999 Pre-Distribution Period, if such taxable year through includes the Deconsolidation Distribution Date, if a Nabisco Deconsolidation occurs during such taxable year. Nabisco The Designated RJRN Affiliate shall not take any unreasonable position in preparing such Pro Forma Returns. Each Pro Forma Return shall be delivered together with a statement showing a calculation of the amount to be paid pursuant to Section 3.05(c3.04(c) below. (b) Upon receipt of a Pro Forma Return from Nabiscothe Designated RJRN Affiliate, Holdings may adjust such return if it determines that the calculation of the Nabisco RJRN Federal Tax Liability or the Nabisco RJRN Combined State Liability, as the case may be, reflected on such return is incorrect or incomplete. Any adjustment made by Holdings under this Section 3.05(b3.04(b) shall be treated for the purposes of Article 3 as though it had always been reflected on such Pro Forma Return. Nabisco The Designated RJRN Affiliate shall not be permitted to invoke the dispute resolution procedures in Section 11.02 until it shall have paid any amounts required under Section 3.05(c3.04(c). (c) No later than two Business Days prior to the due date for the Return of the Holdings Consolidated Group that results in the delivery of a Pro Forma Return pursuant to Section 3.05(a3.04(a) above, Nabisco the Designated RJRN Affiliate shall pay to Holdings, or Holdings shall pay to Nabiscothe Designated RJRN Affiliate, as appropriate, an amount equal to the difference, if any, between the Nabisco RJRN Federal Tax Liability or the Nabisco RJRN Combined State Tax Liability, as the case may be, reflected on such Pro Forma Return for the taxable period covered thereby such year and the aggregate amount of the estimated installments paid by Nabisco the Designated RJRN Affiliate with respect to such taxable period year in accordance with the principles of Section 3.033.02. (d) If a Pro Forma Return of the Nabisco RJRN Tax Group described in Section 3.05 (a3.04(a) reflects a Tax Asset that may under applicable law be used to reduce a Federal Tax liability or a Combined State Tax liability, in each case for any taxable period of a member of the Holdings Consolidated Group that is not also a member of the Nabisco RJRN Tax Group, Holdings shall pay to Nabisco the Designated RJRN Affiliate (and, as appropriate, shall receive payment from the Designated RJRN Affiliate Nabisco of) an amount equal to the actual tax saving (which would be computed in accordance with Section 3.04(d)) produced by such Tax Asset within 30 days of the Effective Realization of such tax saving, and the Pro Forma Returns of the Nabisco RJRN Tax Group and other relevant determinations under this Article 3 shall thereafter reflect such use. The amount of the tax saving under this Section 3.04(d) or under Section 3.05(d) for any taxable period shall be the amount of the reduction in Federal Taxes or Combined State Taxes that are payable to a Taxing Authority with respect to such taxable period, as compared to the Federal Taxes or Combined State Taxes that would have been payable to a Taxing Authority with respect to such taxable period in the absence of such Tax Asset. Without limiting the generality of the foregoing, the determination of the tax saving under this Section 3.04(d) or under Section 3.05(d) shall take into account the application of Section 3.06.

Payment of Taxes at Year. End by Nabisco Tax Group. (a) No later than 20 Business Days prior to the due date (including all applicable and valid extensions) for the Holdings Consolidated Group's consolidated Federal Tax return for a taxable year that begins prior to a Nabisco Deconsolidation, Nabisco shall deliver to Holdings a Pro Forma Federal Return of the Nabisco Tax Group reflecting the Nabisco Federal Tax Liability for (i) such taxable year, if such taxable year ends prior to a Nabisco Deconsolidation, or (ii) the period from the beginning of such taxable year through the Deconsolidation Date, if a Nabisco Deconsolidation occurs during such taxable year. No later than 20 Business Days prior to the due date (including all applicable and valid extensions) for each Combined State return of the Holdings Consolidated Group for a taxable year that begins prior to a Nabisco Deconsolidation, Nabisco shall deliver to Holdings a Pro Forma Combined State Return of the Nabisco Tax Group reflecting the related relevant Nabisco Combined State Tax Liability for (i) such taxable year, if such taxable year ends prior to a Nabisco Deconsolidation, or (ii) the period from the beginning of such taxable year through the Deconsolidation Date, if a Nabisco Deconsolidation occurs during such taxable year. Nabisco shall not take any unreasonable position in preparing such Pro Forma Returns. Each Pro Forma Return shall be delivered together with a statement showing a calculation of the amount to be paid pursuant to Section 3.05(c) below. (b) Upon receipt of a Pro Forma Return from Nabisco, Holdings may adjust such return if it determines that the calculation of the Nabisco Federal Tax Liability or the Nabisco Combined State Liability, as the case may be, reflected on such return is incorrect or incomplete. Any adjustment made by Holdings under this Section 3.05(b) shall be treated for the purposes of Article 3 as though it had always been reflected on such Pro Forma Return. Nabisco shall not be permitted to invoke the dispute resolution procedures in Section 11.02 until it shall have paid any amounts required under Section 3.05(c). (c) No later than two Business Days prior to the due date for the Return of the Holdings Consolidated Group that results in the delivery of a Pro Forma Return pursuant to Section 3.05(a) above, Nabisco shall pay to Holdings, or Holdings shall pay to Nabisco, as appropriate, an amount equal to the difference, if any, between the Nabisco Federal Tax Liability or the Nabisco Combined State Tax Liability, as the case may be, reflected on such Pro Forma Return for the taxable period covered thereby such year and the aggregate amount of the estimated installments paid by Nabisco with respect to such taxable period year in accordance with the principles of Section 3.03. (d) If a Pro Forma Return of the Nabisco Tax Group described in Section 3.05 (a) reflects a Tax Asset that may under applicable law be used to reduce a Federal Tax liability or a Combined State Tax liability, in each case liability for any taxable period of a member of the Holdings Consolidated Group that is not also a member of the Nabisco Tax Group, Holdings shall pay to Nabisco (and, as appropriate, shall receive payment from the Designated RJRN Affiliate of) an amount equal to the actual tax saving (which would be computed in accordance with Section 3.04(d)) produced by such Tax Asset within 30 days of the Effective Realization of such tax saving, and the Pro Forma Returns of the Nabisco Tax Group and other relevant determinations under this Article 3 shall thereafter reflect such use.

Payment of Taxes at Year. End by Nabisco RJRN Tax Group. (a) No later than 20 Business Days prior to December 15, 1999, the due date (including all applicable and valid extensions) for the Holdings Consolidated Group's consolidated Federal Tax return for a taxable year that begins prior to a Nabisco Deconsolidation, Nabisco Designated RJRN Affiliate shall deliver to Holdings a pro forma Federal Tax return (a "Pro Forma Federal Return Return") of the Nabisco RJRN Tax Group reflecting the Nabisco RJRN Federal Tax Liability for (i) such taxable year, if such taxable year ends prior to a Nabisco Deconsolidation, or (ii) the period from the beginning of such taxable year through the Deconsolidation Date, if a Nabisco Deconsolidation occurs during such taxable year1999 Pre- Distribution Period. No later than 20 Business Days prior to the due date (including all applicable and valid extensions) December 15, 1999, for each Combined State return Tax liability of the Holdings Consolidated Group for a taxable year that begins prior to a Nabisco DeconsolidationGroup, Nabisco the Designated RJRN Affiliate shall deliver to Holdings a pro forma Combined State Tax Return (each a "Pro Forma Combined State Return Return", and, together with the Pro Forma Federal Return, the "Pro Forma Returns") of the Nabisco RJRN Tax Group reflecting the related Nabisco RJRN Combined State Tax Liability for (i) such taxable year, if such taxable year ends prior to a Nabisco Deconsolidation, or (ii) the period from the beginning of such taxable year through the Deconsolidation Date, if a Nabisco Deconsolidation occurs during such taxable year1999 Pre-Distribution Period. Nabisco The Designated RJRN Affiliate shall not take any unreasonable position in preparing such Pro Forma Returns. Each Pro Forma Return shall be delivered together with a statement showing a calculation of the amount to be paid pursuant to Section 3.05(c3.04(c) below. (b) Upon receipt of a Pro Forma Return from Nabiscothe Designated RJRN Affiliate, Holdings may adjust such return if it determines that the calculation of the Nabisco RJRN Federal Tax Liability or the Nabisco RJRN Combined State Liability, as the case may be, reflected on such return is incorrect or incomplete. Any adjustment made by Holdings under this Section 3.05(b3.04(b) shall be treated for the purposes of Article 3 as though it had always been reflected on such Pro Forma Return. Nabisco The Designated RJRN Affiliate shall not be permitted to invoke the dispute resolution procedures in Section 11.02 until it shall have paid any amounts required under Section 3.05(c3.04(c). (c) No later than two Business Days prior to the due date (including all applicable and valid extensions) for the Return of the Holdings Consolidated Group that results in the delivery of to which a Pro Forma Return pursuant to described in Section 3.05(a3.04(a) aboverelates, Nabisco the Designated RJRN Affiliate shall pay to Holdings, or Holdings shall pay to Nabiscothe Designated RJRN Affiliate, as appropriate, an amount equal to the difference, if any, between the Nabisco RJRN Federal Tax Liability or the Nabisco RJRN Combined State Tax Liability, as the case may be, reflected on such Pro Forma Return for the taxable period covered thereby and the aggregate amount of the estimated installments paid by Nabisco the Designated RJRN Affiliate with respect to such taxable period in accordance with the principles of Section 3.033.02. (d) If a Pro Forma Return of the Nabisco RJRN Tax Group described in Section 3.05 (a3.04(a) reflects a Tax Asset that may under applicable law be used to reduce a Federal Tax liability or a State Tax liability, in each case for any taxable period of a member of the Holdings Consolidated Group that is not also a member of the Nabisco RJRN Tax Group, Holdings shall pay to Nabisco the Designated RJRN Affiliate (and, as appropriate, shall receive payment from the Designated RJRN Affiliate Nabisco of) an amount equal to the actual tax saving (which would be computed in accordance with Section 3.04(d)) produced by such Tax Asset within 30 days of the Effective Realization of such tax saving, and the Pro Forma Returns of the Nabisco RJRN Tax Group and other relevant determinations under this Article 3 shall thereafter reflect such use. The amount of the tax saving under this Section 3.04(d) or under Section 3.05(d) for any taxable period shall be the amount of the reduction in Federal Taxes or State Taxes that are payable to a Taxing Authority with respect to such taxable period, as compared to the Federal Taxes or State Taxes that would have been payable to a Taxing Authority with respect to such taxable period in the absence of such Tax Asset. Without limiting the generality of the foregoing, the determination of the tax saving under this Section 3.04(d) or under Section 3.05(d) shall take into account the application of Section 3.06.