Common use of Applicable Principles Clause in Contracts

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

Applicable Principles. Subject to the provisions of this Agreement, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability for Taxes of the Corporation Company and its Subsidiaries for such Taxable Year attributable to the Basis Adjustments Adjustment and Imputed InterestAdditional Deductions, as determined using a cumulative “with and without” methodology described methodology, after accounting for any limitations under Section 382 of the Code that would not otherwise apply if the Preferred Stock Sale did not occur, and after making provisions for the reduction of future TRA Payments to the extent of an overpayment in Section 2.4(a)a prior period. For the avoidance of doubt, if applicable, the actual liability for Taxes will take into account the deduction of the portion of the TRA Payment that must be accounted for as interest under the Code based upon the characterization of TRA Payments as additional consideration received by certain first lien secured creditors of TCEH First Lien Secured Claims; provided, that absent an intervening change of applicable Tax law or a Determination, the Company will not treat TRA Payments, other than payments attributable to imputed interest expense, as resulting in Additional Deductions. Carryovers or carrybacks of any tax Tax item attributable to any the Basis Adjustment or Imputed Interest Additional Deductions shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and or local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a the Basis Adjustment or Imputed Interest (a “TRA Portion”) Additional Deductions and another portion that is not (a “Non-TRA Portion”)not, such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion methodology. It is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with intended that the provisions of Section 3.3(a)); and (ii) this Agreement will not result in the case duplicative payment of a carryback any amount that may be required under this Agreement, and the provisions of a Non-TRA Portionthis Agreement shall be consistently interpreted and applied in accordance with that intent. For the avoidance of doubt, such carryback interest shall not affect the original “with and without” calculation made accrue under more than one provision of this Agreement for any specific period of time; provided, however, that in the prior Taxable Year. The Parties agree thatevent the rate applicable for determining imputed interest is higher than the rate that would apply for determining other interest owed under this Agreement for any particular period of time, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments rate applicable for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountdetermining imputed interest shall control.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments and Adjustments, Imputed Interest, Actual Interest Amounts, and Default Rate Interest as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Adjustment, Imputed Interest, Actual Interest Amounts, and Default Rate Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and or local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Adjustment, Imputed Interest, Actual Interest Amounts, and Default Rate Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), that (i) all Tax Benefit Payments (other than Imputed Interest, Actual Interest Amounts and Default Rate Interest) attributable to an Exchange will to the extent permitted by applicable law (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning and (B) have the effect of creating additional Basis Adjustments for the Corporation in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such the current Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment current Taxable Year benefits with respect to a Tax Benefit Payment equals equal an immaterial amount.

Applicable Principles. Subject to the provisions of this Agreementhereunder, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or Regulations, and the appropriate provisions of U.S. state and local tax law, as applicableLaw, governing the use, limitation and or expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not attributable to a Basis Adjustment or Imputed Interest (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) that the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); ) and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second extent permitted by applicable Law and except with respect to last sentence the portion of Section 2.1(a)any payment attributable to Imputed Interest, all Tax Benefit Payments attributable and payments of Default Rate Interest are intended to an Exchange will be treated and shall be reported for all purposes as subsequent upward purchase price adjustments with respect to the relevant Units purchased by the Corporation from the applicable Members that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into the calculations contemplated hereunder for such Taxable Year continuing for and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountYears, as appropriate.

Applicable Principles. Subject to the provisions of this Agreementhereunder, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed InterestCovered Tax Assets, as determined using a “with and without” methodology described in Section 2.4(a(i.e., the Actual Tax Liability being the “with” calculation and the Hypothetical Tax Liability being the “without” calculation). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest of the Covered Tax Assets shall be considered to be subject to the rules of the Code and the Treasury Regulations or Regulations, and the appropriate provisions of U.S. state state, local and local foreign tax law, as applicableLaw, governing the use, limitation and or expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest any Covered Tax Assets (a “TRA Portion”) and another portion that is not attributable to any Covered Tax Assets (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: that (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); ) and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability of the Corporation Holdings for Covered Taxes for such Taxable Year attributable to the Basis Adjustments and Adjustments, Imputed Interest, and Actual Interest Amounts, as determined using a “with and without” methodology described in Section 2.4(a)methodology. Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment Adjustment, Imputed Interest, or Imputed Actual Interest Amounts shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment Adjustment, Imputed Interest, or Imputed Actual Interest Amounts (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree thatYear (which, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning avoidance of doubt, may result in RIHI and/or WP retaining the Taxable Year amount of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a prior Tax Benefit Payment equals an immaterial amountthat was made in respect of a prior Taxable Year as originally calculated pursuant to the terms of this Agreement, even though the Hypothetical Tax Liability of Holdings on a purely “without” basis might be less as compared with the original calculation if the Non-TRA portion was otherwise applied to and allowed to affect the original “with and without” calculation made in such prior Taxable Year).

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments and Adjustments, Imputed Interest, Actual Interest Amounts, and Default Rate Interest as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Adjustment, Imputed Interest, Actual Interest Amounts, and Default Rate Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Adjustment, Imputed Interest, Actual Interest Amounts, and Default Rate Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), that (i) all Tax Benefit Payments (other than Imputed Interest, Actual Interest Amounts and Default Rate Interest) attributable to an Exchange will to the extent permitted by applicable law (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning and (B) have the effect of creating additional Basis Adjustments for the Corporation in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such the current Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment current Taxable Year benefits with respect to a Tax Benefit Payment equals equal an immaterial amount.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments Adjustments, Common Basis (limited, in the case of Subsequently Acquired Assets, to the Common Basis Addback Amount for such Taxable Year), Section 704(c) Items, and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers To the extent any portion of a Realized Tax Benefit could be attributed to both Common Basis and a Section 704(c) Item, the Realized Tax Benefit shall be attributed to Common Basis. Carryovers, carryforwards, or carrybacks of any tax item attributable to any Basis Adjustment Adjustment, Common Basis, Section 704(c) Item, or Imputed Interest or any other tax item in respect thereof shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and or local tax law, as applicable, governing the use, limitation limitation, and expiration of carryovers carryovers, carryforwards, carrybacks or carrybacks other tax items of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a any Basis Adjustment Adjustments, Common Basis, Section 704(c) Items or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with calculated by taking into account the provisions of Section 3.3(a)) to the extent applicable); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The To the extent permitted by applicable law, (i) the Parties agree that, subject to the second to last sentence of Section 2.1(a), treat all Tax Benefit Payments attributable to an Exchange will be treated (other than Imputed Interest) (A) as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for and (B) as having the Corporation beginning effect of creating additional Basis Adjustments arising in the Taxable Year of paymentin which the applicable Tax Benefit Payment is made, and (ii) as a result, such the Parties agree to treat any additional Basis Adjustments will be incorporated into arising from such a Tax Benefit Payment as giving rise to a Basis Adjustment in the Taxable Year in which the Tax Benefit Payment is made on an iterative basis continuing for future Taxable Years until any incremental Basis Adjustment benefits is immaterial, as reasonably determined by the TRA Holder and the Corporation in good faith and in consultation with respect to a Tax Benefit Payment equals an immaterial amountthe Advisory Firm.

Applicable Principles. Subject to the provisions of this Agreement, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation Corporate Taxpayer’s actual liability for Taxes for such Taxable Year that is attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a)methodology. Carryovers For the avoidance of doubt, such actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporate Taxpayer. For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryforwards or carrybacks of any tax Tax item (such as a net operating loss) attributable to any the Basis Adjustment or Adjustments and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or and the appropriate corresponding provisions of U.S. state and local tax lawTax laws, as applicable, governing the use, limitation and expiration of carryovers carryforwards or carrybacks of the relevant type. If a carryover carryforward or carryback of any tax Tax item includes a portion that is attributable to a the Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not so attributable (a “Non-TRA Portion”), such respective portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a))Portion; and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the applicable prior Taxable Year. The Parties agree thatFor the avoidance of doubt, subject the TRA Portion of any Tax item when such item is incurred shall be determined using a marginal “with and without” methodology by calculating (i) the amount of such Tax item for all Tax purposes taking into account the Basis Adjustments or Imputed Interest and (ii) the amount of such Tax item for all Tax purposes without taking into account the Basis Adjustments or Imputed Interest, with the TRA Portion equal to the second to last sentence excess of Section 2.1(athe amount specified in clause (i) over the amount specified in clause (ii) (but only if such excess is greater than zero). The parties agree that (i) any payment under this Agreement, all Tax Benefit Payments attributable to an Exchange including the Accrued Amount (other than amounts accounted for as Imputed Interest) will be treated as a subsequent upward adjustment to the purchase price adjustments that give rise to further of the relevant Exchangeable Units and will have the effect of creating additional Basis Adjustments to Reference Assets for the Corporation beginning Corporate Taxpayer in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for the current year calculation and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountyear calculations, as appropriate.

Applicable Principles. Subject to the provisions of this Agreementhereunder, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or Regulations, and the appropriate provisions of U.S. state state, local and local foreign tax law, as applicableLaw, governing the use, limitation and or expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not attributable to a Basis Adjustment or Imputed Interest (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: that (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); ) and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject Except with respect to the second portion of any payment attributable to last sentence of Section 2.1(a)Imputed Interest, all Tax Benefit Payments attributable to an Exchange and payments of Default Rate Interest will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountYears, as appropriate.

Applicable Principles. Subject to the provisions of this AgreementSection 3.3(a), the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability for Taxes of the Corporation Corporate Taxpayer and its wholly owned Subsidiaries (and Hostess Holdings and its Subsidiaries, as applicable and without duplication) for such Taxable Year (or portion thereof) attributable to the Basis Adjustments and the Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a)methodology. For the avoidance of doubt, the actual liability for Taxes of the Corporate Taxpayer and its wholly owned Subsidiaries (and Hostess Holdings and its Subsidiaries, as applicable and without duplication) will take into account any deduction of Imputed Interest. Carryovers or carrybacks of any tax Tax item attributable to any the Basis Adjustment or Adjustments and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax lawTax Law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion The Parties agree that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange the Holders (other than amounts accounted for as interest under the Code) with respect to the Tax Basis (other than the Applicable Tax Basis) of the Reference Assets will be shared among the Holders in proportion to their Participation Percentages, (ii) all Tax Benefit Payments to CDM or the CDM Entity Holders (other than amounts accounted for as interest under the Code) will be treated as subsequent upward purchase price adjustments that give rise to further have the effect of creating additional Basis Adjustments in respect of CDM or such CDM Entity Holder to the Reference Assets for the Corporation beginning Corporate Taxpayer or its wholly owned Subsidiaries, as applicable, in the Taxable Year of payment, and (iii) as a result, such additional Basis Adjustments in respect of CDM or such CDM Entity Holder will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits the calculations with respect to a Tax Benefit Payment equals an immaterial amountthe Taxable Year of payment and future Taxable Years, as appropriate.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments Adjustments, Imputed Interest and Imputed InterestActual Interest Amounts, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Adjustment, Imputed Interest or Actual Interest Amounts shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Adjustment, Imputed Interest or Actual Interest Amounts (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), that (i) all Tax Benefit Payments (other than Imputed Interest and Actual Interest Amounts) attributable to an Exchange will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning and (B) have the effect of creating additional Basis Adjustments for the Corporation in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such the current Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment current Taxable Year benefits with respect to a Tax Benefit Payment equals equal an immaterial amount.

Applicable Principles. Subject to the provisions of this Agreementhereunder, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed InterestExchange Covered Tax Assets, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest of the Exchange Covered Tax Assets shall be considered to be subject to the rules of the Code and the Treasury Regulations or Regulations, and the appropriate provisions of U.S. state state, local and local foreign tax law, as applicableLaw, governing the use, limitation and or expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest any Tax Attribute (a “TRA Portion”) and another portion that is not attributable to any Tax Attribute (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: that (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); ) and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject Except with respect to the second portion of any Payment attributable to last sentence of Section 2.1(a)Imputed Interest, all Tax Benefit Payments and payments of Default Rate Interest attributable to an Exchange the Covered Tax Assets will be treated as subsequent upward purchase price adjustments in respect such Exchange that give rise to further additional Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountunless otherwise required by applicable Law.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange (other than any portion treated as Imputed Interest) will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

Applicable Principles. Subject to the provisions of this AgreementSection 3.3, the Realized Tax Benefit (or the Realized Tax Detriment Detriment) for each Taxable Year is intended to measure the decrease (or increase increase) in the Actual Tax Liability actual liability for Taxes of the Corporation Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments and Imputed InterestTax Attributes, as determined using a “with and without” methodology described in Section 2.4(a)methodology. Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Imputed Interest of the Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest any Tax Attribute (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) that the amount of any Non-TRA Portion is deemed utilized firstutilized, followed by to the extent available, prior to the amount of any TRA Portion Portion, to the extent available (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a3.3). For the avoidance of doubt, the Corporate Taxpayer shall be entitled to make reasonable simplifying assumptions in making determinations contemplated by this Agreement, including reasonable assumptions regarding basis recovery periods based on available balance sheet information and including the assumption that the Assumed Rate is to be applied against the amount of taxable income of the Corporate Taxpayer for U.S. federal income Tax purposes that is used in calculating the Actual Tax Liability and the Hypothetical Tax Liability (and the parties hereby agree that that the Corporate Taxpayer’s determination of the Realized Tax Benefit and Realized Tax Detriment with respect to U.S. state and local Taxes will not take into account jurisdiction-specific U.S. state and local adjustments to the U.S. federal taxable income base or to the U.S. federal rules regarding the utilization of Tax attribute carryovers); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties parties agree that, subject to the second to last sentence of Section 2.1(a), that (A) all Tax Benefit Payments (other than the portion of the Tax Benefit Payments treated as Imputed Interest) attributable to an Exchange the Basis Adjustments will be treated as subsequent upward purchase price adjustments that give rise to further have the effect of creating additional Basis Adjustments to Reference Assets for the Corporation beginning Corporate Taxpayer in the Taxable Year year of payment, and (B) as a result, such additional Basis Adjustments will be incorporated into such Taxable Year the current year calculation and into future year calculations, as appropriate, on an iterative basis continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect is immaterial as reasonably determined by the TRA Party Representative and the Corporate Taxpayer in good faith, (C) the Actual Tax Liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest, and (D) the liability for U.S. federal income Taxes of the Corporate Taxpayer and the amount of taxable income of the Corporate Taxpayer for U.S. federal income Tax purposes as determined for purposes of calculating the Actual Tax Liability and the Hypothetical Tax Liability shall include, without duplication, such liability for U.S. federal income Taxes and such U.S. federal taxable income that is economically borne by or allocated to the Corporate Taxpayer as a result of the provisions of Section 4.6(d) of the LLC Agreement; provided, however, that such liability for Taxes and such taxable income shall be included in the Hypothetical Tax Liability and the Actual Tax Liability subject to the adjustments and assumptions set forth in the definitions thereof and, to the extent any such amount is taken into account on an Amended Schedule, such amount shall adjust a Tax Benefit Payment equals an immaterial amountPayment, as applicable, in accordance with Section 2.3(b).

Applicable Principles. Subject to the provisions of this AgreementSection 3.3(a), the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability for Taxes of the Corporation APAM for such Taxable Year attributable to the Basis Adjustments Adjustments, the NOLs and the Imputed Interest, as determined using a “with and without” methodology described methodology. For the avoidance of doubt, the actual liability for Taxes of APAM will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments (as defined in Section 2.4(a)each of the Tax Receivable Agreements) as additional consideration payable by APAM for the LP Units acquired in an Exchange or pursuant to the Merger. Carryovers or carrybacks of any tax Tax item attributable to (i) any Basis Adjustment Adjustment, (ii) the NOLs or (iii) Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. United States state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment Adjustment, the NOLs or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”)not, such portions shall be considered to be used in accordance with the “with and without” methodology so that: methodology. The parties agree that (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange the Basis Adjustments (other than amounts accounted for as interest under the Code) will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments to Reference Assets for APAM and (B) have the Corporation beginning effect of creating additional Basis Adjustments to Reference Assets for APAM in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for the current year calculation and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountyear calculations, as appropriate.

Applicable Principles. Subject to the provisions of this AgreementSection 3.3(a), the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed InterestTax Attributes, as determined using a “with and without” methodology described methodology. For the avoidance of doubt, the Actual Tax Liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporate Taxpayer for the Units acquired in Section 2.4(a)an Exchange or Blocker Merger. Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Imputed Interest the Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. United States state and local tax and foreign income and franchise Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest any Tax Attribute (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) that the amount of any Non-TRA Portion is deemed utilized firstutilized, followed by to the extent available, prior to the amount of any TRA Portion Portion, to the extent available (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a3.3)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties parties agree that, subject to the second to last sentence of Section 2.1(a), that (i) all Tax Benefit Payments attributable (other than Imputed Interest) made to TRA Parties that transferred shares of a Blocker to the Corporate Taxpayer will be treated as non-qualifying property or money received in the Blocker Merger for purposes of Sections 356 of the Code, (ii) all Tax Benefit Payments (other than the portion of Tax Benefit Payments treated as Imputed Interest) made to transferors in an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further have the effect of creating additional Basis Adjustments to Reference Assets for the Corporation beginning Corporate Taxpayer in the Taxable Year of payment, and (iii) as a result, such additional Basis Adjustments described in clause (ii) will be incorporated into such the calculation for the Taxable Year continuing of the applicable payment and into the calculations for future subsequent Taxable Years until Years, as appropriate, (iv) the Actual Tax Liability shall take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest under applicable law and (v) the liability for U.S. federal income Taxes of the Corporate Taxpayer and the amount of taxable income of the Corporate Taxpayer for U.S. federal income Tax purposes as determined for purposes of calculating the Actual Tax Liability and the Hypothetical Tax Liability shall include, without duplication, such U.S. federal income liability for Taxes and such U.S. federal income taxable income that is economically borne by or allocated to the Corporate Taxpayer as a result of the provisions of Sections 5.07 and 5.08 of the LLC Agreement; provided, however, that such liability for Taxes and such taxable income shall be included in the Hypothetical Tax Liability and the Actual Tax Liability subject to the adjustments and assumptions set forth in the definitions thereof and, to the extent any incremental Basis Adjustment benefits with respect to such amount is taken into account on an Amended Schedule, such amount shall adjust a Tax Benefit Payment equals an immaterial amountPayment, as applicable, in accordance with Section 2.3(b).

Applicable Principles. Subject to the provisions of this AgreementSection 3.3(a), the Realized Tax Benefit, NOL Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability for Taxes of the Corporation Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments Adjustments, any Pre-Merger NOLs and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a)methodology. Carryovers or carrybacks of any tax Pre-Merger NOLs, Tax item attributable to any the Basis Adjustment or Adjustments and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a any Pre-Merger NOLs, Basis Adjustment Adjustments or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”)not, such portions shall be considered to be used in accordance with the “with and without” methodology so that: methodology. The parties agree that (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange the Basis Adjustments (other than Imputed Interest) will be treated as subsequent upward purchase price adjustments that give rise to further have the effect of creating additional Basis Adjustments to Reference Assets for the Corporation beginning Corporate Taxpayer in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing the current year calculation and into future year calculations, as appropriate, (iii) all NOL Tax Benefits Payments (other than Imputed Interest) will be treated as subsequent upward purchase price adjustments in the applicable Blocker TRA Party Merger and (iv) the actual liability for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Taxes will take into account the deduction of the portion of the Tax Benefit Payment equals an immaterial amountor NOL Tax Benefit Payment that must be accounted for as Imputed Interest.

Applicable Principles. Subject to the provisions of this AgreementSection 3.3(a), the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability for Taxes of the Corporation Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments Adjustments, the Blocker NOLs and Imputed Interest, as determined using a “with and without” methodology described methodology. For the avoidance of doubt, the actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporate Taxpayer for the Units acquired in Section 2.4(a)an Exchange. Carryovers or carrybacks of any tax Tax item attributable to any the Basis Adjustment or Adjustments, Blocker NOLs and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a the Basis Adjustment Adjustment, Blocker NOLs or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”)not, such portions shall be considered to be used in accordance with the “with and without” methodology. For the avoidance of doubt, the TRA Portion of any Tax item when such item is incurred shall be determined using a marginal “with and without” methodology so that: by calculating (i) the amount of any Non-TRA Portion is deemed utilized firstsuch Tax item for all Tax purposes taking into account the Basis Adjustments, followed by Blocker NOLs or Imputed Interest and (ii) the amount of any TRA Portion (such Tax item for all Tax purposes without taking into account the Basis Adjustments, Blocker NOLs or Imputed Interest, with the TRA Portion being applied on a proportionate basis consistent with equal to the provisions excess of Section 3.3(a)); and the amount specified in clause (i) over the amount specified in clause (ii) in the case of a carryback of a Non-TRA Portion, (but only if such carryback shall not affect the original “with and without” calculation made in the prior Taxable Yearexcess is greater than zero). The Parties parties agree that, subject to the second to last sentence of Section 2.1(a), that (1) all Tax Benefit Payments made to a TRA Party (other than the Blocker Parties) and attributable to an Exchange the Basis Adjustments (other than amounts accounted for as Imputed Interest) will be treated as subsequent upward purchase price adjustments that give rise to further have the effect of creating additional Basis Adjustments to Reference Assets for the Corporation beginning Corporate Taxpayer in the Taxable Year year of payment, and (2) as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for the current year calculation and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountyear calculations, as appropriate.

Applicable Principles. (i) Subject to the provisions of this AgreementSection 3.3, the Realized Tax Benefit (or the Realized Tax Detriment Detriment) for each Taxable Year is intended to measure the decrease (or increase increase) in the Actual Tax Liability actual liability for Taxes of the Corporation Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments and Imputed InterestTax Attributes, as determined using a “with and without” methodology described in Section 2.4(a)methodology. Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Imputed Interest of the Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. United States state and local tax income and franchise Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) any Tax Attribute and another portion that is not (a “Non-TRA Portion”)not, such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) for the amount absence of doubt, as if the portion that is not attributable to any Non-TRA Portion Tax Attribute is deemed utilized first, first followed by the amount portion that is attributable to any Tax Attribute). The parties agree, except as required by law, that (A) all payments made pursuant to this TRA (other than Imputed Interest) Attributable to TRA Parties that are Blocker Shareholders will be treated as additional consideration received in exchange for shares of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) Blocker Stock in the case of a carryback of a Non-TRA PortionPurchase, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, (B) subject to the second to last sentence of Section 2.1(aclause (A), all Tax Benefit Payments payments made pursuant to this TRA (other than Imputed Interest) attributable to an Transferred Basis, Exchange Basis, Contribution Basis or Basis Adjustments will be treated as subsequent upward purchase price adjustments that give rise to further have the effect of creating additional Basis Adjustments to Reference Assets for the Corporation beginning Corporate Taxpayer in the Taxable Year year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing the current year calculation and into future year calculations, as appropriate, and (C) the Actual Tax Liability will take into account the deduction of the portion any payment made pursuant to this TRA that must be accounted for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountas Imputed Interest under applicable law.

Applicable Principles. Subject to For purposes of calculating the provisions of this AgreementCovered Tax Benefit, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Imputed Interest the Covered Tax Assets shall be considered to be subject to the rules of the Code (or any successor statute) and the Treasury Regulations or the appropriate (and any relevant provisions of U.S. state and the Canadian Tax Act, state, provincial or local tax law, as applicable, ) governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that the Covered Tax Assets treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year. In addition, for purposes of determining the Realized Tax Benefit for any Taxable Year, the Company Group shall be assumed (i) to utilize any item of loss, deduction or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back or carrying forward to such Taxable Year, or otherwise utilizing in such Taxable Year, any Covered Tax Asset that is permitted to be so carried back, carried forward or utilized; (ii) to utilize any available Covered Tax Asset that is permitted (or, for the avoidance of doubt, that would be so permitted but for a Post-IPO Tax Asset) to be carried back, carried forward or utilized in such Taxable Year before utilizing any Post-IPO Tax Asset, and (iii) to utilize any Covered Tax Asset in the earliest Taxable Year in which such Covered Tax Asset is permitted to be utilized. If a carryover or carryback of any tax item Tax attribute includes a portion that is attributable to a Basis Adjustment or Imputed Interest the Covered Tax Assets (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions the Company shall be considered assumed to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with utilize the TRA Portion being applied on a proportionate basis consistent with before utilizing the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

Applicable Principles. Subject to the provisions of this Agreementhereunder, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation PubCo for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a)methodology. Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or Regulations, and the appropriate provisions of U.S. state state, local and local foreign tax law, as applicable, governing the use, limitation and or expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not attributable to a Basis Adjustment or Imputed Interest (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: that (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a3.03(a)); ) and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject Except with respect to the second portion of any payment attributable to last sentence of Section 2.1(a)Imputed Interest, all Tax Benefit Payments attributable to an Exchange and payments of Default Rate Interest (and including Extension Rate Interest) will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation PubCo beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountYears, as appropriate.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual tax liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a)2.4. Carryovers Carryovers, carryforwards, or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest or any other tax item in respect thereof shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and or local tax law, as applicable, governing the use, limitation limitation, and expiration of carryovers carryovers, carryforwards, carrybacks, or carrybacks other tax items of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a any Basis Adjustment Adjustments or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (ia) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with calculated by taking into account the provisions of Section 3.3(a)3.3 to the extent applicable); and (iib) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), treat (i) all Tax Benefit Payments (other than Imputed Interest) solely to the extent attributable to an Exchange will be treated and to the extent permitted by applicable law (A) as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for in respect of an applicable Exchange and (B) have the Corporation beginning effect of creating additional Basis Adjustments arising in the Taxable Year of payment, in which the applicable Tax Benefit Payment is made and (ii) as a result, such to the extent permitted by applicable law, any additional Basis Adjustments will arising from such a Tax Benefit Payment shall be incorporated into such treated as giving rise to a Basis Adjustment in the Taxable Year in which the Tax Benefit Payment is made on an iterative basis continuing for future Taxable Years until any incremental Basis Adjustment benefits is immaterial as reasonably determined by the TRA Holder Representative and the Corporation in good faith and in consultation with respect to a Tax Benefit Payment equals an immaterial amountthe Advisory Firm.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments and Adjustments, Blocker Attributes, Imputed Interest, Actual Interest Amounts, and Default Rate Interest as determined using a “with and without” methodology described in Section 2.4(a2.5(a). Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Adjustment, Blocker Attribute, Imputed Interest, Actual Interest Amounts, and Default Rate Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and or local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Adjustment, Blocker Attributes, Imputed Interest, Actual Interest Amounts, and Default Rate Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), that (i) all Tax Benefit Payments attributable to an Exchange will to the extent permitted by applicable law (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning and (B) have the effect of creating additional Basis Adjustments for the Corporation in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such the current Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment current Taxable Year benefits with respect to a Tax Benefit Payment equals equal an immaterial amount.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments and Adjustments, Imputed Interest, Actual Interest Amounts and Default Rate Interest as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Adjustment, Imputed Interest, Actual Interest Amounts, and Default Rate Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or Regulations, and the appropriate provisions of U.S. state and local tax law, as applicableLaw, governing the use, limitation and or expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Adjustment, Imputed Interest, Actual Interest Amounts and Default Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) that the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); ) and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), that all Tax Benefit Payments attributable to an Exchange will will, to the extent permitted by applicable Law (A) be treated as subsequent upward purchase price adjustments that with respect to the relevant Units purchased by the Corporation from the applicable Members and (B) give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year year of payment, and as a result, such additional Basis Adjustments will be incorporated into the calculations contemplated hereunder for such Taxable Year continuing for and into future Taxable Years Years, as appropriate, continuing until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an Adjustments are immaterial amountas reasonably determined by the Corporation, the Just Rocks Representative, and the Mainsail Representative.

Applicable Principles. Subject to the provisions of this AgreementSection 3.3, the Realized Tax Benefit (or the Realized Tax Detriment Detriment) for each Taxable Year is intended to measure the decrease (or increase increase) in the Actual Tax Liability actual liability for Taxes of the Corporation Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments and Imputed InterestTax Attributes, as determined using a “with and without” methodology described in Section 2.4(a)methodology. Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Imputed Interest of the Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest any Tax Attribute (a the “TRA Portion”) and another portion that is not (a the “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) that the amount of any Non-TRA Portion is deemed utilized firstutilized, followed by to the extent available, prior to the amount of any TRA Portion Portion, to the extent available (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a3.3)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties parties agree that, subject to the second to last sentence of Section 2.1(a), that (A) all Tax Benefit Payments (other than the portion of the Tax Benefit Payments treated as Imputed Interest) attributable to an Exchange the Common Basis or Basis Adjustments will be treated as subsequent upward purchase price adjustments that give rise to further have the effect of creating additional Basis Adjustments to Reference Assets for the Corporation beginning Corporate Taxpayer in the Taxable Year year of payment, and (B) as a result, such additional Basis Adjustments will be incorporated into such Taxable Year the current year calculation and into future year calculations, as appropriate, on an iterative basis continuing for future Taxable Years until any incremental Basis Adjustment benefits is immaterial as reasonably determined by the applicable TRA Party Representative and the Corporate Taxpayer in good faith, (C) all Tax Benefit Payments attributable to the 704(c) Benefits (or to deductions arising from such payments) will be treated as contributed by the Corporate Taxpayer to OpCo and paid by OpCo to the applicable TRA Party as “guaranteed payments” under Section 707(c) of the Code (“704(c) Benefit Guaranteed Payments”), and the deduction associated with respect such 704(c) Benefit Guaranteed Payments shall be allocated to the Corporate Taxpayer, (D) the Actual Tax Liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest, and (E) the liability for Taxes of the Corporate Taxpayer and the taxable income of the Corporate Taxpayer for Tax purposes as determined for purposes of calculating the Actual Tax Liability and the Hypothetical Tax Liability shall include, without duplication, such liability for Taxes and such taxable income that is economically borne by or allocated to the Corporate Taxpayer as a result of the provisions of Section 4.6(d) of the LLC Agreement; provided, however, that such liability for Taxes and such taxable income shall be included in the Hypothetical Tax Liability and the Actual Tax Liability subject to the adjustments and assumptions set forth in the definitions thereof and, to the extent any such amount is taken into account on an Amended Schedule, such amount shall adjust a Tax Benefit Payment equals an immaterial amountPayment, as applicable, in accordance with Section 2.3(b).

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation VBC for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last penultimate sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation VBC beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments Adjustments, Common Basis, Blocker Attributes, and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a2.5(a). Carryovers Carryovers, carryforwards, or carrybacks carrybacks, of any tax item attributable to any Basis Adjustment Adjustment, Common Basis, Blocker Attributes, or Imputed Interest or any other tax item in respect thereof shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and or local tax law, as applicable, governing the use, limitation limitation, and expiration of carryovers carryovers, carryforwards, carrybacks, or carrybacks other tax items of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a any Basis Adjustment Adjustments, Common Basis, Blocker Attributes, or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with calculated by taking into account the provisions of Section 3.3(a)) to the extent applicable); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), treat (i) all Tax Benefit Payments (other than Imputed Interest) solely to the extent attributable to an Exchange will be treated and to the extent permitted by applicable law (A) as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for in respect of an applicable Exchange and (B) have the Corporation beginning effect of creating additional Basis Adjustments arising in the Taxable Year of payment, in which the applicable Tax Benefit Payment is made and (ii) as a result, such to the extent permitted by applicable law, any additional Basis Adjustments will arising from such a Tax Benefit Payment shall be incorporated into such treated as giving rise to a Basis Adjustment in the Taxable Year in which the Tax Benefit Payment is made on an iterative basis continuing for future Taxable Years until any incremental Basis Adjustment benefits is immaterial as reasonably determined by the TRA Holder Representative and the Corporation in good faith and in consultation with respect to a Tax Benefit Payment equals an immaterial amountthe Advisory Firm.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until Years; provided, however, that if the Corporation determines in good faith that any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount, the Corporation shall include on the Tax Benefit Schedule for such Taxable Year a statement to that effect.

Applicable Principles. Subject to the provisions of this Agreement, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation Corporation’s actual liability for Taxes for such Taxable Year that is attributable to the Basis Adjustments Adjustments, the Closing Date Basis, and Imputed Interest, as determined using a “with and without” methodology described methodology. For the avoidance of doubt, (i) such actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment and Accrued Amount that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporation, and (ii) in Section 2.4(a)addition to using the Assumed State and Local Tax Rate for purposes of determining the state and local Hypothetical Tax Liability, the Corporation may use reasonable estimation methodologies for calculating the portion of any Realized Tax Benefit or Realized Tax Detriment attributable to U.S. state or local Taxes. Carryovers For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryforwards or carrybacks of any tax Tax item (such as a net operating loss) attributable to any the Basis Adjustment or Adjustments, the Closing Date Basis, and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or and the appropriate corresponding provisions of U.S. state and local tax lawTax laws, as applicable, governing the use, limitation limitation, and expiration of carryovers carryforwards or carrybacks of the relevant type. If a carryover carryforward or carryback of any tax Tax item includes a portion that is attributable to a the Basis Adjustment Adjustment, the Closing Date Basis, or Imputed Interest (a “TRA Portion”) and another portion that is not so attributable (a “Non-TRA Portion”), such respective portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a))Portion; and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the applicable prior Taxable Year. The Parties agree thatFor the avoidance of doubt, subject the TRA Portion of any Tax item when such item is incurred shall be determined using a marginal “with and without” methodology by calculating (i) the amount of such Tax item for all Tax purposes taking into account the Basis Adjustments, the Closing Date Basis or Imputed Interest and (ii) the amount of such Tax item for all Tax purposes without taking into account the Basis Adjustments, the Closing Date Basis or Imputed Interest, with the TRA Portion equal to the second excess of the amount specified in clause (i) over the amount specified in clause (ii) (but only if such excess is greater than zero). The parties agree that (i) any payment under this Agreement to last sentence of Section 2.1(athe Founder (or Founder’s successors or assigns), all Tax Benefit Payments attributable to an Exchange including the Accrued Amount (but other than amounts accounted for as Imputed Interest), will be treated as a subsequent upward adjustment to the purchase price adjustments that give rise to further of Units exchanged by the Founder and will have the effect of creating additional Basis Adjustments to Reference Assets for the Corporation beginning in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing the calculation for the year of payment and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountyear calculations, as appropriate.

Applicable Principles. Subject to the provisions of this AgreementSection 3.3, the Realized Tax Benefit (or the Realized Tax Detriment Detriment) for each Taxable Year is intended to measure the decrease (or increase increase) in the Actual Tax Liability actual liability for Taxes of the Corporation Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments and Imputed InterestTax Attributes, as determined using a “with and without” methodology described in Section 2.4(a)methodology. Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Imputed Interest of the Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate applicable provisions of U.S. state and local tax Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest any Tax Attribute (a the “TRA Portion”) and another portion that is not (a the “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) that the amount of any Non-TRA Portion is deemed utilized firstutilized, followed by to the extent available, prior to the amount of any TRA Portion Portion, to the extent available (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year3.3. The Parties parties agree that, subject to the second to last sentence of Section 2.1(a), that (A) all Tax Benefit Payments (other than the portion of the Tax Benefit Payments treated as Imputed Interest thereon) attributable to an Exchange Blocker Transferred Basis, Basis Adjustments or Pre-Merger NOLs will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for “other property or money” within the Corporation beginning meaning of Section 356(a)(1)(B) of the Code received in the Taxable Year of paymentrespective Blocker Merger, and will be treated as such for tax reporting purposes to the maximum extent permitted by applicable law, (B) the Actual Tax Liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest, and (C) the liability for Taxes of the Corporate Taxpayer and the taxable income of the Corporate Taxpayer for Tax purposes as determined for purposes of calculating the Actual Tax Liability and the Hypothetical Tax Liability shall include, without duplication, such liability for Taxes and such taxable income that is economically borne by or allocated to the Corporate Taxpayer as a resultresult of the provisions of Section 4.6(d) of the LLC Agreement; provided, however, that such liability for Taxes and such taxable income shall be included in the Hypothetical Tax Liability and the Actual Tax Liability subject to the adjustments and assumptions set forth in the definitions thereof and, to the extent any such amount is taken into account on an Amended Schedule, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to amount shall adjust a Tax Benefit Payment equals an immaterial amountPayment, as applicable, in accordance with Section 2.3(b).

Applicable Principles. Subject to the provisions of this Agreementhereunder, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments Adjustments, Section 704(c) Benefits, Section 707(c) Deductions and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a2.04(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment Adjustment, Section 704(c) Benefits, Section 707(c) Deductions or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or Regulations, and the appropriate provisions of U.S. state state, local and local foreign tax law, as applicable, governing the use, limitation and or expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment Adjustment, Section 704(c) Benefits, Section 707(c) Deductions or Imputed Interest (a “TRA Portion”) and another portion that is not attributable to a Basis Adjustment, Section 704(c) Benefits, Section 707(c) Deductions or Imputed Interest (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: that (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a3.03(a)); ) and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject Except with respect to the second portion of any payment attributable to last sentence of Imputed Interest or Section 2.1(a)707(c) Deductions, all Tax Benefit Payments attributable to an Exchange and payments of Default Rate Interest (and including Extension Rate Interest) will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for and into future Taxable Years until any incremental Basis Adjustment benefits with Years, as appropriate. Payments in respect of Section 704(c) Benefits shall be treated as additional capital contributions made to BellRing LLC by the Corporation and then paid to the relevant Members as a Tax Benefit Payment equals an immaterial amountguaranteed payment for capital, within the meaning of Section 707(c) of the Code, and the resulting Section 707(c) deduction to BellRing LLC shall be specially allocated to the Corporation.

Applicable Principles. Subject to the provisions of this Agreement, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation Corporate Taxpayer’s actual liability for Taxes for such Taxable Year that is attributable to the Basis Adjustments Adjustments, Blocker NOLs and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a)methodology. Carryovers For the avoidance of doubt, such actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporate Taxpayer. For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryforwards or carrybacks of any tax Tax item (such as a net operating loss) attributable to any the Basis Adjustment or Adjustments and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or and the appropriate corresponding provisions of U.S. state and local tax lawTax laws, as applicable, governing the use, limitation and expiration of carryovers carryforwards or carrybacks of the relevant type. If a carryover carryforward or carryback of any tax Tax item includes a portion that is attributable to a the Basis Adjustment Adjustment, Blocker NOLs or Imputed Interest (a “TRA Portion”) and another portion that is not so attributable (a “Non-TRA Portion”), such respective portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a))Portion; and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the applicable prior Taxable Year. The Parties agree thatFor the avoidance of doubt, subject the TRA Portion of any Tax item when such item is incurred shall be determined using a marginal “with and without” methodology by calculating (i) the amount of such Tax item for all Tax purposes taking into account the Basis Adjustments, Blocker NOLs or Imputed Interest and (ii) the amount of such Tax item for all Tax purposes without taking into account the Basis Adjustments, Blocker NOLs or Imputed Interest, with the TRA Portion equal to the second to last sentence excess of Section 2.1(athe amount specified in clause (i) over the amount specified in clause (ii) (but only if such excess is greater than zero). The parties agree that (i) any payment under this Agreement, all Tax Benefit Payments attributable to an Exchange including the Accrued Amount (other than amounts (i) arising from Blocker NOLs or (ii) accounted for as Imputed Interest) will be treated as a subsequent upward adjustment to the purchase price adjustments that give rise to further of the relevant Exchangeable Units and will have the effect of creating additional Basis Adjustments to Reference Assets for the Corporation beginning Corporate Taxpayer in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for the current year calculation and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountyear calculations, as appropriate.

Applicable Principles. Subject to the provisions of this Agreementhereunder, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed InterestCovered Tax Assets, as determined using a “with and without” methodology described in Section 2.4(a)methodology. Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest of the Covered Tax Assets shall be considered to be subject to the rules of the Code and the Treasury Regulations or Regulations, and the appropriate provisions of U.S. state and local tax law, as applicableLaw, governing the use, limitation and or expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest any Covered Tax Assets (a “TRA Portion”) and another portion that is not attributable to any Covered Tax Assets (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) that the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and . In accordance with Section 5.05(b) of the Operating Agreement, any revaluation of the Book Value (ii) as defined in the case Operating Agreement) of a carryback any property of a NonParent in connection with the Business Combination shall be determined pursuant to Treasury Regulations Section 1.704-TRA Portion1(b)(2)(iv)(f) (computed in accordance with the definition of Book Value) using the “traditional method with curative allocations limited to back end gain on sale.” To the extent that any disparity between the Book Value and the tax basis of any property of Parent is being eliminated using the “traditional method,” and such property has multiple Section 704(c) layers, such carryback then for the avoidance of doubt the Section 704(c) layers shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject be allocated to the second to last sentence tax basis of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning such property in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountreverse chronological order.

Applicable Principles. Subject to the provisions of this Agreement, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation Corporation’s actual liability for Taxes for such Taxable Year that is attributable to the Basis Adjustments and Imputed InterestTax Attributes, as determined using a “with and without” methodology described methodology. For the avoidance of doubt, (i) such actual liability for Taxes will take into account any Imputed Interest based upon the characterization of Tax Benefit Payments and Accrued Amounts as additional consideration payable by the Corporation, and (ii) in Section 2.4(a)addition to using the Assumed State and Local Tax Rate for purposes of determining the state and local Hypothetical Tax Liability, the Corporation may use reasonable estimation methodologies for calculating the portion of any Realized Tax Benefit or Realized Tax Detriment attributable to U.S. state or local Taxes. Carryovers For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryforwards or carrybacks of any tax Tax item (such as a net operating loss) attributable to any Basis Adjustment or Imputed Interest of the Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or and the appropriate corresponding provisions of U.S. state and local tax lawTax laws, as applicable, governing the use, limitation limitation, and expiration of carryovers carryforwards or carrybacks of the relevant type. If a carryover carryforward or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest any Tax Attribute (a “TRA Portion”) and another portion that is not so attributable (a “Non-TRA Portion”), such respective portions shall be considered to be used in accordance with the “with and without” methodology so that: (ix) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a))Portion; and (iiy) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the applicable prior Taxable Year. The Parties agree thatFor the avoidance of doubt, subject the TRA Portion of any Tax item when such item is incurred shall be determined using a marginal “with and without” methodology by calculating (A) the amount of such Tax item for all Tax purposes taking into account the Tax Attributes and (B) the amount of such Tax item for all Tax purposes without taking into account the Tax Attributes, with the TRA Portion equal to the second excess of the amount specified in clause (A) over the amount specified in clause (B) (but only if such excess is greater than zero). The parties agree that (I) except to last sentence of Section 2.1(athe extent otherwise required by law, any payment under this Agreement to the TRA Holders, including the Accrued Amount (but other than amounts accounted for as Imputed Interest), all Tax Benefit Payments attributable to an Exchange will be treated as a subsequent upward adjustment to the purchase price adjustments that give rise to further of Units surrendered in the Business Combination or an Exchange, as applicable, and will have the effect of creating additional Basis Adjustments to Reference Assets for the Corporation beginning in the Taxable Year year of payment, and (II) as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing the calculation for the year of payment and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountyear calculations, as appropriate.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments Adjustments, Imputed Interest and Imputed InterestActual Interest Amounts, as determined using a “with and without” methodology described in Section 2.4(a2.5(a). Carryovers Carryovers, carryforwards, or carrybacks of any tax item attributable to any Basis Adjustment or Adjustment, Imputed Interest or Actual Interest Amounts shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and or local tax law, as applicable, governing the use, limitation limitation, and expiration of carryovers carryovers, carryforwards, or carrybacks of the relevant typecarrybacks. If a carryover carryover, carryforward, or carryback of any tax item includes a portion that is attributable to a any Basis Adjustment or Adjustments, Imputed Interest or Actual Interest Amounts (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) that the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with calculated by taking into account the provisions of Section 3.3(a) to the extent applicable)); and (ii) , provided that, in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), treat (i) all Tax Benefit Payments (other than Imputed Interest and Actual Interest Amounts) attributable to an Exchange will be treated and to the extent permitted by applicable law as subsequent upward purchase price adjustments that (A) give rise to further Basis Adjustments for in respect of an applicable Exchange and (B) have the Corporation beginning effect of creating additional Basis Adjustments arising in the Taxable Year of payment, in which the applicable Tax Benefit Payment is made and (ii) as a result, such to the extent permitted by applicable law, any additional Basis Adjustments will arising from such a Tax Benefit Payment shall be incorporated into such the current Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an is immaterial amountas reasonably determined by the Corporation.

Applicable Principles. Subject to the provisions of this Agreementhereunder, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed InterestTax Attributes, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest of the Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or Regulations, and the appropriate provisions of U.S. state state, local and local foreign tax law, as applicableLaw, governing the use, limitation and or expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest any Tax Attribute (a “TRA Portion”) and another portion that is not attributable to any Tax Attribute (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: that (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); ) and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject Except with respect to the second portion of any Payment attributable to last sentence Imputed Interest and the portion of Section 2.1(a)any Payment attributable to Existing Basis, all Tax Benefit Payments and payments of Default Rate Interest attributable to an the Exchange Basis or Basis Adjustments will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for and into future Taxable Years until any incremental Basis Adjustment benefits Years, as appropriate. The Parties agree that, except with respect to a the portion attributable to Imputed Interest, all Tax Benefit Payment equals an immaterial amountPayments attributable to Blocker Transferred Basis will be treated as non-qualifying property or money received in connection with the Blocker Mergers for purposes of Section 356 of the Code.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments Adjustments, Common Basis (limited, in the case of Subsequently Acquired Assets, to the Common Basis Addback Amount for such Taxable Year), Blocker Attributes, Section 704(c) Items, and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a2.5(a). Carryovers To the extent any portion of a Realized Tax Benefit could be attributed to both Common Basis and a Section 704(c) Item, the Realized Tax Benefit shall be attributed to Common Basis. Carryovers, carryforwards, or carrybacks carrybacks, of any tax item attributable to any Basis Adjustment Adjustment, Common Basis, Blocker Attributes, Section 704(c) Items, or Imputed Interest or any other tax item in respect thereof shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and or local tax law, as applicable, governing the use, limitation limitation, and expiration of carryovers carryovers, carryforwards, carrybacks, or carrybacks other tax items of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a any Basis Adjustment Adjustments, Common Basis, Blocker Attributes, Section 704(c) Items, or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with calculated by taking into account the provisions of Section 3.3(a)) to the extent applicable); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), treat (i) all Tax Benefit Payments (other than Imputed Interest) solely to the extent attributable to an Exchange will be treated and to the extent permitted by applicable law (A) as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for in respect of an applicable Exchange and (B) have the Corporation beginning effect of creating additional Basis Adjustments arising in the Taxable Year of payment, in which the applicable Tax Benefit Payment is made and (ii) as a result, such to the extent permitted by applicable law, any additional Basis Adjustments will arising from such a Tax Benefit Payment shall be incorporated into such treated as giving rise to a Basis Adjustment in the Taxable Year in which the Tax Benefit Payment is made on an iterative basis continuing for future Taxable Years until any incremental Basis Adjustment benefits is immaterial as reasonably determined by the TRA Holder Representative and the Corporation in good faith and in consultation with respect to a Tax Benefit Payment equals an immaterial amountthe Advisory Firm.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation Parent for such Taxable Year attributable to the Basis Adjustments Adjustments, Imputed Interest and Imputed Extension Rate Interest, and the Inherited Tax Attributes as determined using a “with and without” methodology described in Section 2.4(a2.6(a). For the avoidance of doubt, the actual Covered Tax liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest under the Code based upon the characterization of the Tax Benefit Payment as additional consideration payable by the Company for the Company Units acquired in the Second Merger, or payable by Parent for the assets acquired pursuant to the Blocker Contribution, as the case may be. Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Adjustment, Imputed Interest or Extension Rate Interest or the Inherited Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local and non-U.S. tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Covered Tax item includes a portion that is attributable to a the Basis Adjustment Adjustment, Imputed Interest, or Imputed Interest (a “TRA Portion”) the Inherited Tax Attributes and another portion that is not (a “Non-TRA Portion”)not, such portions shall be considered to be used in accordance with the order determined using such “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Yearmethodology. The Parties agree that, subject to the second to last sentence of Section 2.1(a), that all Tax Benefit Payments attributable to an Exchange the Second Merger will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation Parent beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial a de minimis amount. For the avoidance of doubt, the treatment of Tax Benefit Payments pursuant to the preceding sentence shall not apply to Tax Benefit Payments attributable to the Blocker Holder.

Applicable Principles. Subject to the provisions of this Agreement, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation Corporation’s actual liability for Taxes for such Taxable Year that is attributable to the Basis Adjustments Adjustments, the Blocker NOLs, the Closing Date Basis, and Imputed Interest, as determined using a “with and without” methodology described methodology. For the avoidance of doubt, (i) such actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporation, and (ii) in Section 2.4(a)addition to using the Assumed State and Local Tax Rate for purposes of determining the state and local Hypothetical Tax Liability, the Corporation may use reasonable estimation methodologies for calculating the portion of any Realized Tax Benefit or Realized Tax Detriment attributable to U.S. state or local Taxes. Carryovers For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryforwards or carrybacks of any tax Tax item (such as a net operating loss) attributable to any the Basis Adjustment or Adjustments, the Blocker NOLs, the Closing Date Basis, and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or and the appropriate corresponding provisions of U.S. state and local tax lawTax laws, as applicable, governing the use, limitation limitation, and expiration of carryovers carryforwards or carrybacks of the relevant type. If a carryover carryforward or carryback of any tax Tax item includes a portion that is attributable to a the Basis Adjustment Adjustment, the Blocker NOLs, the Closing Date Basis, or Imputed Interest (a “TRA Portion”) and another portion that is not so attributable (a “Non-TRA Portion”), such respective portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a))Portion; and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the applicable prior Taxable Year. The Parties agree thatFor the avoidance of doubt, subject the TRA Portion of any Tax item when such item is incurred shall be determined using a marginal “with and without” methodology by calculating (i) the amount of such Tax item for all Tax purposes taking into account the Basis Adjustments, the Closing Date Basis, the Blocker NOLs and Imputed Interest and (ii) the amount of such Tax item for all Tax purposes without taking into account the Basis Adjustments, the Closing Date Basis, the Blocker NOLs or Imputed Interest, with the TRA Portion equal to the second excess of the amount specified in clause (i) over the amount specified in clause (ii) (but only if such excess is greater than zero). The parties agree that (i) any payment under this Agreement to last sentence of Section 2.1(aMLSH 1 (or its successors or assigns), all Tax Benefit Payments attributable to an Exchange including the Accrued Amount (other than amounts accounted for as Imputed Interest) will be treated as a subsequent upward adjustment to the purchase price adjustments that give rise to further of the relevant Exchangeable Units and will have the effect of creating additional Basis Adjustments to Reference Assets for the Corporation beginning in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing the calculation for the year of payment and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountyear calculations, as appropriate.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments and Adjustments, Imputed Interest, Actual Interest Amounts, and Default Rate Interest as determined using a “with and without” methodology described in Section 2.4(a) (for the avoidance of doubt, taking into account the first three sentences of Section 7.11(b)). Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Adjustment, Imputed Interest, Actual Interest Amounts, and Default Rate Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and or local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Adjustment, Imputed Interest, Actual Interest Amounts, and Default Rate Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), that (i) all Tax Benefit Payments (other than Imputed Interest, Actual Interest Amounts and Default Rate Interest) attributable to an Exchange will to the extent permitted by applicable law (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning and (B) have the effect of creating additional Basis Adjustments for the Corporation in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such the current Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment current Taxable Year benefits with respect to a Tax Benefit Payment equals equal an immaterial amount.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments Adjustments, Common Basis, Blocker Attributes, and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers Carryovers, carryforwards, or carrybacks carrybacks, of any tax item attributable to any Basis Adjustment Adjustment, Common Basis, Blocker Attributes, or Imputed Interest or any other tax item in respect thereof shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and or local tax law, as applicable, governing the use, limitation limitation, and expiration of carryovers carryovers, carryforwards, carrybacks, or carrybacks other tax items of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a any Basis Adjustment Adjustments, Common Basis, Blocker Attributes, or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with calculated by taking into account the provisions of Section 3.3(a)) to the extent applicable); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), treat all Tax Benefit Payments attributable (other than Imputed Interest) to an Exchange will be treated the extent permitted by applicable law (A) as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for in respect of the Corporation beginning Closing or an applicable Exchange and (B) as having the effect of creating additional Basis Adjustments arising in the Taxable Year of paymentin which the applicable Tax Benefit Payment is made and, and as a resultresult of such treatment, such to the extent permitted by applicable law, any additional Basis Adjustments will arising from such a Tax Benefit Payment shall be incorporated into such treated as giving rise to a Basis Adjustment in the Taxable Year in which the Tax Benefit Payment is made on an iterative basis continuing for future Taxable Years until any incremental Basis Adjustment benefits is immaterial as reasonably determined by the TRA Holder Representative and the Corporation in good faith and in consultation with respect to a Tax Benefit Payment equals an immaterial amountthe Advisory Firm.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a)methodology. Carryovers Carryovers, carryforwards, or carrybacks carrybacks, of any tax item attributable to any Basis Adjustment or Imputed Interest or any other tax item in respect thereof shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and or local or non-U.S. tax law, as applicable, governing the use, limitation limitation, and expiration of carryovers carryovers, carryforwards, carrybacks, or carrybacks other tax items of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a any Basis Adjustment Adjustments or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with calculated by taking into account the provisions of Section 3.3(a)) to the extent applicable); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), treat (x) all Tax Benefit Payments (other than Imputed Interest) solely to the extent attributable to an Exchange will be treated and to the extent permitted by applicable law (A) as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for in respect of an applicable Exchange and (B) have the Corporation beginning effect of creating additional Basis Adjustments arising in the Taxable Year of payment, in which the applicable Tax Benefit Payment is made and (y) as a result, such to the extent permitted by applicable law, any additional Basis Adjustments will arising from such a Tax Benefit Payment shall be incorporated into such treated as giving rise to a Basis Adjustment in the Taxable Year in which the Tax Benefit Payment is made on an iterative basis continuing for future Taxable Years until any incremental Basis Adjustment benefits is immaterial as reasonably determined by the TRA Holder Representative and the Corporation in good faith and in consultation with respect to a Tax Benefit Payment equals an immaterial amountthe Advisory Firm.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the U.S. Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the U.S. Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation PC Corp for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation PC Corp beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

Applicable Principles. Subject to the provisions of this Agreement, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability for taxes of the Corporation Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments and Imputed InterestTax Attributes, as determined using a “with and without” methodology described in Section 2.4(a)methodology. Carryovers For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any period, carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Imputed Interest the Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax lawRegulations, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If the Hypothetical Tax Liability for a Taxable Year takes into account the carryover or carryback of a Tax item that is not attributable to a Tax Attribute and, as a result, a Tax Attribute is not taken into account as a Realized Tax Benefit or Realized Tax Detriment in such Taxable Year, then such carryover or carryback shall be considered attributable to a Tax Attribute in future Taxable Years (without duplication), as applicable. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) the Tax Attributes and another portion that is not (a “Non-TRA Portion”)not, such respective portions shall be considered to be used in accordance with the “with and without” methodology so that: methodology. The parties agree that (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange Common Basis or Basis Adjustments (to the extent permitted by law and other than amounts accounted for as interest under the Code) will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments to Reference Assets for the Corporation beginning Corporate Taxpayer and (B) have the effect of creating additional Basis Adjustments to Reference Assets for the Corporate Taxpayer in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for the calculation in the year of payment and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a year calculations, as appropriate, and (iii) all Tax Benefit Payment equals an immaterial amountPayments attributable to Blocker Transferred Basis, Blocker Basis Adjustments or Blocker Pre-Merger NOLs (to the extent permitted by law and other than amounts accounted for as interest under the Code) will be treated as “other property or money” within the meaning of Section 356(a)(1)(B) of the Code received in the Reorganization.

Applicable Principles. Subject to the provisions of this Agreement, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability modified liability for Taxes of the Corporation PubCo and its Subsidiaries for such Taxable Year attributable to the Basis Adjustments Tax Benefits and Imputed Interestthe TRA Tax Benefits. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. For the purposes of calculating the Realized Tax Benefit, the liability for Taxes in a Taxable Year shall be calculated as if the UHS Group’s NOLs are utilized prior to (i) any net operating losses generated by Parent prior to the Closing, (ii) any net operating losses generated by PubCo and its Subsidiaries on the Closing Date, and (iii) any net operating losses generated by the PubCo and its Subsidiaries at any time following the Closing, in each case as determined by PubCo, and the Company may use reasonable estimation methodologies for calculating the portion of the Realized Tax Benefit attributable to U.S. state or local Taxes. For the avoidance of doubt, the liability for Taxes will take into account (x) the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Company as consideration in the Company Merger, and (y) any payments made pursuant to this Agreement in respect of Cash Settled Options, Rollover Options or RSUs shall be treated as compensatory payments for services and shall be deductible as such by PubCo and its Subsidiaries, as determined using applicable. In the event of a “with and without” methodology described Section 382 Ownership Change following the date hereof, all amounts payable under this Agreement, including any Tax Benefit Payments, shall, under all circumstances, continue to be calculated in all respects as if such Section 2.4(a)382 Ownership Change had not occurred. Carryovers or carrybacks of any tax NOL or other Tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, applicable law governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of ; provided that all amounts payable under this Agreement, including any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”)Tax Benefit Payments, such portions shall be considered shall, under all circumstances, continue to be used calculated in accordance with all regards as if the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall NOLs have not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountexpired.

Applicable Principles. Subject to the provisions of this Agreement, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability modified liability for Taxes of the Corporation PubCo and its Subsidiaries for such Taxable Year attributable to the Basis Adjustments Tax Benefits and Imputed Interestthe TRA Tax Benefits. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. For the purposes of calculating the Realized Tax Benefit, the liability for Taxes in a Taxable Year shall be calculated as if the UHS Group’s NOLs are utilized prior to (i) any net operating losses generated by Parent prior to the Closing, (ii) any net operating losses generated by PubCo and its Subsidiaries on the Closing Date, and (iii) any net operating losses generated by the PubCo and its Subsidiaries at any time following the Closing, in each case as determined by PubCo, and the Company may use reasonable estimation methodologies for calculating the portion of the Realized Tax Benefit attributable to U.S. state or local Taxes. For the avoidance of doubt, the liability for Taxes will take into account (x) the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Company as consideration in Company Merger 2, and (y) any payments made pursuant to this Agreement in respect of Cash Settled Options, Rollover Options or RSUs shall be treated as compensatory payments for services and shall be deductible as such by PubCo and its Subsidiaries, as determined using applicable. In the event of a “with and without” methodology described Section 382 Ownership Change following the date hereof, all amounts payable under this Agreement, including any Tax Benefit Payments, shall, under all circumstances, continue to be calculated in all respects as if such Section 2.4(a)382 Ownership Change had not occurred. Carryovers or carrybacks of any tax NOL or other Tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, applicable law governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of ; provided that all amounts payable under this Agreement, including any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”)Tax Benefit Payments, such portions shall be considered shall, under all circumstances, continue to be used calculated in accordance with all regards as if the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall NOLs have not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountexpired.

Applicable Principles. Subject to It is the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability intention of the Corporation parties for the Company to pay the Holders 85% of the overall net additional Income Taxes that the Company Group (or any member thereof) would have been required to pay on Tax Returns that have actually been filed but for the use of any Pre-IPO and IPO-Related Tax Assets, and this Agreement shall be interpreted in accordance with such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a)intention. Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code (or any successor Income Tax statute) and the Treasury Regulations or the appropriate (and any relevant provisions of U.S. state and state, local or Canadian tax law, as applicable, ) governing the use, limitation and expiration of carryovers or carrybacks of the relevant type, provided, however, that Pre-IPO and IPO-Related Tax Assets treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year, and, for purposes of determining the Realized Tax Benefit for any Taxable Year, each Taxable Entity shall be assumed (a) to utilize any item of loss, deduction or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back or carrying forward to such Taxable Year, or otherwise utilizing in such Taxable Year, any Pre-IPO and IPO-Related Tax Asset that is permitted to be so carried back, carried forward or utilized; provided that for the avoidance of doubt, in order to properly implement the intention of the parties described in this clause (a), with respect to any SR&ED Credits arising in such Taxable Year, notwithstanding that Canadian tax law provides that such current SR&ED Credits shall be utilized only after carrying forward to such Taxable Year any prior year SR&ED Credits, such prior year credits shall be considered as utilized after any current year credits are considered as utilized, (b) to utilize any available Pre-IPO and IPO-Related Tax Asset that is permitted (or, for the avoidance of doubt, that would be so permitted but for an Other Tax Asset) to be carried back, carried forward or utilized in such Taxable Year before utilizing any Other Tax Asset, and (c) to utilize any Pre-IPO and IPO-Related Tax Asset in the first Taxable Year in which such Pre-IPO and IPO-Related Tax Asset is permitted to be utilized; provided, further, however, that, notwithstanding any other provision herein, the Company and the Holders’ Representative shall, acting reasonably, together determine the extent to which a Pre-IPO and IPO-Related Tax Asset can be carried back or carried forward to a Straddle Year or any portion thereof. If a carryover or carryback of any tax item Tax Attribute includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) the Pre-IPO and IPO-Related Tax Assets and another portion that is not (not, and such other portion originated in a “Nontaxable period that preceded the origination of the portion attributable to the Pre-TRA Portion”)IPO and IPO-Related Tax Assets, such portions the Company shall be considered assumed to utilize the portion attributable to the Pre-IPO and IPO-Related Tax Assets before utilizing such other portion. In the event of a Section 382 Ownership Change, all amounts payable by the Company under this Agreement, including any Tax Benefit Payments, shall, under all circumstances, continue to be used calculated in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of all respects as if such Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall 382 Ownership Change had not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountoccurred.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments and Adjustments, Reverse 704(c) Allocations, Imputed Interest, and Actual Interest Amounts, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment Adjustment, Reverse 704(c) Allocations, Imputed Interest, or Imputed Actual Interest Amounts shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment Adjustment, Reverse 704(c) Allocations, Imputed Interest, or Imputed Actual Interest Amounts (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), that (i) all Tax Benefit Payments attributable to an a Direct Exchange or Redemption will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning and (B) have the effect of creating additional Basis Adjustments for the Corporation in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such the current Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment current Taxable Year benefits with respect to a Tax Benefit Payment equals equal an immaterial amount.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments and Adjustments, Reverse 704(c) Allocations, Imputed Interest, and Actual Interest Amounts, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment Adjustment, Reverse 704(c) Allocations, Imputed Interest, or Imputed Actual Interest Amounts shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment Adjustment, Reverse 704(c) Allocations, Imputed Interest, or Imputed Actual Interest Amounts (a “TRA Portion”) and another portion that is not (a “Non-Non- TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), that (i) all Tax Benefit Payments attributable to an a Sale, Direct Exchange or Redemption will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.and

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments Adjustments, Imputed Interest and Imputed InterestActual Interest Amounts, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Adjustment, Imputed Interest or Actual Interest Amounts shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and or local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Adjustment, Imputed Interest or Actual Interest Amounts (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: that (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); ) and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. If as a result of an amendment to a Tax Return of the Corporation from a prior Taxable Year, the previously reported Realized Tax Benefit amount decreases, then for purposes of computing the Cumulative Net Realized Tax Benefit in future Taxable Years, that decrease in the Realized Tax Benefit is allocated among the Members in proportion to their shares of the Realized Tax Benefit originally computed for the amended Taxable Year. If as a result of an amendment to a prior year the previously reported Realized Tax Benefit amount increases, then that increase in the Realized Tax Benefit shall be allocated among the Members in proportion to the relative amounts of newly available deductions that are Attributable to each Member, and by applying the principles of Section 3.3(a) to the extent there is insufficient taxable income available in the relevant prior year (i.e., by allocating the Covered Tax Benefit to the Members in the same proportion to the respective Tax Benefit Payment that would have been payable to such Members if the Corporation had sufficient taxable income to avoid a limitation). The Parties agree that, subject to the second to last sentence of Section 2.1(a), that (i) all Tax Benefit Payments (other than Imputed Interest and Actual Interest Amounts) attributable to an Exchange will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning and (B) have the effect of creating additional Basis Adjustments for the Corporation in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such the current Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment current Taxable Year benefits with respect to a Tax Benefit Payment equals equal an immaterial amountamount as reasonably determined by the Corporation.

Applicable Principles. Subject to the provisions of this Agreement, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability for Taxes of the Corporation Five Point for such Taxable Year attributable to the Basis Adjustments and Imputed InterestTax Assets, as determined using a “with and without” methodology described methodology. The actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable for the Units or other equity acquired in Section 2.4(a)an Exchange. Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Imputed Interest the Tax Assets shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state state, local and local tax lawforeign income and, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest the Tax Assets (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such respective portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a))Portion; and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties parties agree that, subject to the second to last sentence of Section 2.1(a), that (i) all Tax Benefit Payments and other payments under this Agreement (to the extent permitted by law) attributable to an Exchange Basis Adjustments (other than amounts accounted for as Imputed Interest under the Code) will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments to Reference Assets for Five Point and (B) have the Corporation beginning effect of creating additional Basis Adjustments to Reference Assets for Five Point in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing the then current year calculation and into future year calculations, as appropriate. The parties further agree that amounts accounted for future Taxable Years until any incremental Basis Adjustment benefits with respect as Imputed Interest may give rise to a additional Tax Benefit Payment equals an immaterial amountPayments in the then-current and/or future years.

Applicable Principles. Subject to the provisions of this Agreement, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability for Taxes of the Corporation Corporate Taxpayer and its Subsidiaries for such Taxable Year (or portion thereof) attributable to the Basis Adjustments and Imputed Interest, as Tax Assets determined using a “with and without” methodology described methodology. For the avoidance of doubt, (i) the actual liability for Taxes of the Corporate Taxpayer and its Subsidiaries will take into account any items attributable to the Tax Assets (and any carryovers and carrybacks attributable thereto) and, for the avoidance of doubt, such Tax Assets (including carryovers and carrybacks attributable thereto) shall be taken into account by the Corporate Taxpayer and its Subsidiaries after taking into account the Tax assets and attributes available for use in Section 2.4(athe applicable Taxable Year (including, without limitation, any deductions, credits, carryovers and carrybacks or other similar Tax assets and attributes) to the extent such Tax assets and attributes were generated by the businesses and assets held by the Group Companies as of the Effective Time (for the avoidance of doubt, any Tax assets and attributes (including, without limitation, any deductions, credits, carryovers and carrybacks or other similar Tax assets and attributes) attributable to businesses or assets acquired after the Effective Time shall be taken into account by the Corporate Taxpayer and its Subsidiaries only after taking into account the Tax Assets (including carryovers and carrybacks attributable thereto)) and (ii) the Hypothetical Tax Liability shall not take into account any Tax Assets (including any carryovers and carrybacks attributable thereto). Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Imputed Interest the Tax Assets shall be considered to be subject to the rules and limitations of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax lawTax Law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback (For the avoidance of doubt, any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is Tax Asset not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of paymentthe Corporate Taxpayer shall be carried over or carried back, and as a resultif carried over, such additional Basis Adjustments will be incorporated into such used by the Corporate Taxpayer in each subsequent Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a the extent permitted by the rules and limitations of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local Tax Benefit Payment equals an immaterial amountLaw, as applicable.)

Applicable Principles. Subject to the provisions of this AgreementSection 3.3, the Realized Tax Benefit (or the Realized Tax Detriment Detriment) for each Taxable Year is intended to measure the decrease (or increase increase) in the Actual Tax Liability actual liability for Covered Taxes of the Corporation Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments and Imputed InterestTax Attributes, as determined using a “with and without” methodology described in Section 2.4(a)methodology. Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest of the Tax Attributes (including CAMT Tax Credits) shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state state, local and local foreign income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest any Tax Attribute (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) that the amount of any Non-TRA Portion is deemed utilized firstutilized, followed by to the extent available, prior to the amount of any TRA Portion Portion, to the extent available (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a3.3)); . The parties agree that (A) (i) the payments made pursuant to this TRA Agreement in respect of the Purchase (to the extent permitted by applicable law and other than amounts accounted for as Imputed Interest) are intended to be treated and shall be reported for all purposes, including tax purposes, as additional contingent consideration to the applicable TRA Parties for the Purchase at and after the Closing that has the effect of creating additional Purchase Basis Adjustments and (ii) the payments made pursuant to this TRA Agreement in respect of an Exchange are intended to be treated and shall be reported for all purposes, including tax purposes, as additional contingent consideration to the applicable Exchanging Member for such Exchange that has the effect of creating additional Exchange Basis Adjustments, in each case of a carryback of a Non-TRA Portion(i) and (ii), such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning Reference Assets in the Taxable Year of payment, and as a result, (B) such additional Purchase Basis Adjustments will and Exchange Basis Adjustments shall be incorporated into such the calculation for the Taxable Year continuing of the applicable payment and into the calculations for future subsequent Taxable Years until any incremental Basis Adjustment benefits with respect to a Years, as appropriate and (C) the Actual Tax Liability shall take into account the deduction of the portion of the Tax Benefit Payment equals an immaterial amountthat must be accounted for as Imputed Interest under applicable law.

Applicable Principles. Subject to the provisions of this Agreementhereunder, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed InterestTax Attributes, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest of the Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and or expiration of carryovers or carrybacks of the relevant type. For the avoidance of doubt, the Corporation shall be entitled to make reasonable simplifying assumptions in making determinations contemplated by this Agreement, including the assumption that the Assumed State and Local Tax Rate is to be applied against the amount of taxable income of the Corporation for U.S. federal income tax purposes that is used in calculating the Actual Tax Liability and the Hypothetical Tax Liability (and the Parties hereby agree that the Corporation’s determination of the Realized Tax Benefit and the Realized Tax Detriment with respect to U.S. state and local taxes will not take into account jurisdiction-specific U.S. state and local adjustments to the U.S. federal taxable income base). If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest any Tax Attribute (a “TRA Portion”) and another portion that is not attributable to any Tax Attribute (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: that (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); ) and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject Except (1) with respect to the second portion of any Payment attributable to last sentence Imputed Interest or (2) as may be necessary to give effect to a separation pursuant to Section 7.5(a) of Section 2.1(a)the beneficial ownership of Class A Units and the related rights under this Agreement, all Tax Benefit Payments (and any other payments hereunder treated for U.S. federal income tax purposes as additional purchase price, as determined by the Corporation) attributable to an Exchange the Basis Adjustments will be treated as subsequent upward purchase price adjustments that that, in the case of an Exchange, give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for and into future Taxable Years Years, as appropriate until any incremental Basis Adjustment benefits Adjustments equal an immaterial amount (as determined by the Corporation in good faith). The Parties agree that, except with respect to a the portion attributable to Imputed Interest, all Tax Benefit Payment equals an immaterial amountPayments (and any other payments hereunder treated for U.S. federal income tax purposes as additional purchase price, as determined by the Corporation) attributable to Blocker Attributes will be treated as non-qualifying property or money received in connection with the Blocker Merger for purposes of Section 356 of the Code.

Applicable Principles. Subject to For purposes of calculating the provisions of this AgreementCovered Tax Benefit, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Imputed Interest the Pre-IPO and IPO-Related Tax Assets shall be considered to be subject to the rules of the Code (or any successor statute) and the Treasury Regulations or the appropriate (and any relevant provisions of U.S. state and the Canadian Tax Act, state, provincial or local tax law, as applicable, ) governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that the Pre-IPO and IPO-Related Tax Assets treated as resulting in a Realized Tax Benefit for one Taxable Year shall not be treated as resulting in a Realized Tax Benefit for any other Taxable Year. In addition, for purposes of determining the Realized Tax Benefit for any Taxable Year, the Company Group shall be assumed (i) to utilize any item of loss, deduction or credit arising in such Taxable Year (and permitted to be utilized in such Taxable Year) before carrying back or carrying forward to such Taxable Year, or otherwise utilizing in such Taxable Year, any Pre-IPO and IPO-Related Tax Asset that is permitted to be so carried back, carried forward or utilized; (ii) to utilize any available Pre-IPO and IPO-Related Tax Asset that is permitted (or, for the avoidance of doubt, that would be so permitted but for a Post-IPO Tax Asset) to be carried back, carried forward or utilized in such Taxable Year before utilizing any Post-IPO Tax Asset, and (iii) to utilize any Pre-IPO and IPO-Related Tax Asset in the earliest Taxable Year in which such Pre-IPO and IPO-Related Tax Asset is permitted to be utilized. If a carryover or carryback of any tax item Tax attribute includes a portion that is attributable to a Basis Adjustment or Imputed Interest the Pre-IPO and IPO-Related Tax Assets (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions the Company shall be considered assumed to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with utilize the TRA Portion being applied on a proportionate basis consistent with before utilizing the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

Applicable Principles. Subject to the provisions of this Agreement, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation Corporation’s actual liability for Taxes for such Taxable Year that is attributable to the Basis Adjustments and Imputed InterestTax Attributes, as determined using a “with and without” methodology described methodology. For the avoidance of doubt, (i) such actual liability for Taxes will take into account any Imputed Interest based upon the characterization of Tax Benefit Payments and Accrued Amounts as additional consideration payable by the Corporation and (ii) in Section 2.4(a)addition to using the Assumed State and Local Tax Rate for purposes of determining the state and local Hypothetical Tax Liability, the Corporation may use reasonable estimation methodologies for calculating the portion of any Realized Tax Benefit or Realized Tax Detriment attributable to U.S. state or local Taxes. Carryovers For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryforwards or carrybacks of any tax Tax item (such as a net operating loss) attributable to any Basis Adjustment or Imputed Interest of the Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or and the appropriate corresponding provisions of U.S. state and local tax lawTax laws, as applicable, governing the use, limitation and expiration of carryovers carryforwards or carrybacks of the relevant type. If a carryover carryforward or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest any Tax Attribute (a “TRA Portion”) and another portion that is not so attributable (a “Non-TRA Portion”), such respective portions shall be considered to be used in accordance with the “with and without” methodology so that: (ix) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a))Portion; and (iiy) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the applicable prior Taxable Year. The Parties agree thatFor the avoidance of doubt, subject the TRA Portion of any Tax item when such item is incurred shall be determined using a marginal “with and without” methodology by calculating (A) the amount of such Tax item for all Tax purposes taking into account the Tax Attributes and (B) the amount of such Tax item for all Tax purposes without taking into account the Tax Attributes, with the TRA Portion equal to the second excess of the amount specified in clause (A) over the amount specified in clause (B) (but only if such excess is greater than zero). The parties hereto agree that (1) except to last sentence of Section 2.1(athe extent otherwise required by law, any payment under this Agreement to the TRA Holders, including the Accrued Amount (but other than amounts accounted for as Imputed Interest), all Tax Benefit Payments attributable to an Exchange will be treated as a subsequent upward adjustment to the purchase price adjustments that give rise to further of Units surrendered in an Exchange and will have the effect of creating additional Basis Adjustments to Reference Assets for the Corporation beginning in the Taxable Year year of paymentpayment and, and (2) as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing the calculation for the year of payment and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountyear calculations, as appropriate.

Applicable Principles. Subject to the provisions of this AgreementSection 3.3, the Realized Tax Benefit (or the Realized Tax Detriment Detriment) for each Taxable Year is intended to measure the decrease (or increase increase) in the Actual Tax Liability actual liability for Covered Taxes of the Corporation Corporate Taxpayer and its Covered Subsidiaries for such Taxable Year attributable to the Basis Adjustments and Imputed InterestTax Attributes, as determined using a “"with and without” methodology described in Section 2.4(a)" methodology. Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Imputed Interest of the Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. United States state and local tax and foreign income and franchise Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest any Tax Attribute (a “"TRA Portion”") and another portion that is not (a “"Non-TRA Portion”"), such portions shall be considered to be used in accordance with the “"with and without” " methodology so that: (i) that the amount of any Non-TRA Portion is deemed utilized firstutilized, followed by to the extent available, prior to the amount of any TRA Portion Portion, to the extent available (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a3.3)); . The parties agree that (A) (i) the payments made pursuant to this TRA Agreement in respect of the Purchase and Post-Closing Purchase (to the extent permitted by applicable law and other than amounts accounted for as Imputed Interest) are intended to be treated and shall be reported for all purposes, including Tax purposes, as additional contingent consideration to the applicable TRA Parties for the sale of Partnership Units at and after the Closing that has the effect of creating additional Purchase Basis Adjustments and (ii) the payments made pursuant to this TRA Agreement in the case respect of a carryback of a Non-TRA Portionan Exchange are intended to be treated and shall be reported for all purposes, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree thatincluding Tax purposes, subject as additional contingent consideration to the second applicable Exchanging Partner for such Exchange that has the effect of creating additional Exchange Basis Adjustments, in each case, to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning Reference Assets in the Taxable Year of payment, and as a result, (B) such additional Purchase Basis Adjustments will and Exchange Basis Adjustments shall be incorporated into such the calculation for the Taxable Year continuing of the applicable payment and into the calculations for future subsequent Taxable Years until Years, as appropriate and (C) the Actual Tax Liability shall take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest under applicable law; provided, however, that such liability for Covered Taxes and such taxable income shall be included in the Hypothetical Tax Liability and the Actual Tax Liability subject to the adjustments and assumptions set forth in the definitions thereof and, to the extent any incremental Basis Adjustment benefits with respect to such amount is taken into account on an Amended Schedule, such amount shall adjust a Tax Benefit Payment equals an immaterial amountPayment, as applicable, in accordance with Section 2.3(b).

Applicable Principles. Subject to the provisions of this Agreement, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments and Imputed InterestTax Attributes, as determined using a “with and without” methodology described and, for the avoidance of doubt, is not intended to take into account, and shall be interpreted in Section 2.4(a)a manner that avoids taking into account, any Tax Attribute more than once. For the avoidance of doubt, the Actual Tax Liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporate Taxpayer for the Common Units (or other membership interests) acquired or treated as acquired in an Exchange. Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Imputed Interest Tax Attribute shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) Tax Attribute and another portion that is not (a “Non-TRA Portion”)not, such portions shall be considered to be used in accordance with the “with and without” methodology so that: methodology. The parties agree that (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable (other than amounts accounted for as interest under the Code) made to an Exchange TRA Parties that transferred shares of a Blocker Company to the Corporate Taxpayer will be treated as subsequent upward purchase price adjustments that non-qualifying property or money received in the Merger for purposes of Sections 356 of the Code, (ii) all Tax Benefit Payments (other than amounts accounted for as interest under the Code) made to the transferors in respect of the Common Units (or other membership interests) contributed to the Corporate Taxpayer in an IPO Contribution will be treated as non-qualify property or money received in such IPO Contribution for purposes of Section 351 of the Code (and will give rise to further Basis Adjustments to Reference Assets for the Corporation beginning Corporate Taxpayer in the Taxable Year year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for the current year calculation and into future Taxable Years until any incremental Basis Adjustment benefits year calculations, as appropriate), and (iii) all Tax Benefit Payments made to TRA Parties other than with respect to the transfers described in clauses (i) and (ii) will be treated as subsequent upward purchase price adjustments in respect of the relevant Exchange that give rise to further Basis Adjustments to Reference Assets for the Corporate Taxpayer in the year of payment, and as a Tax Benefit Payment equals an immaterial amountresult, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate.

Applicable Principles. Subject to the provisions of this Agreementhereunder, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation Parent for such Taxable Year attributable to the Basis Adjustments Adjustments, Imputed Interest and Remedial Allocations (in each case, taking into account Section 704(c) of the Code) and including any such Basis Adjustments, Imputed InterestInterest or Remedial Allocations generated as a result of payments made or deemed to be made under this Agreement, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers Except as expressly set forth herein, carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Adjustment, Imputed Interest or Remedial Allocations shall be considered to be subject to the rules of the Code and the Treasury Regulations or Regulations, and the appropriate provisions of U.S. state and local tax law, as applicableLaw, governing the use, limitation and or expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Adjustment, Imputed Interest or Remedial Allocations (a “TRA Portion”) and another portion that is not attributable to a Basis Adjustment, Imputed Interest or Remedial Allocations (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) that the amount of any Non-TRA Portion is deemed utilized first, to the extent available, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions principles of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “. Except with and without” calculation made in the prior Taxable Year. The Parties agree that, subject respect to the second portion of any payment attributable to last sentence Imputed Interest and the portion of Section 2.1(a)any payment to the Blocker Members, all Tax Benefit Payments attributable to an Exchange and payments of Default Rate Interest will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments and Remedial Allocations for the Corporation Parent beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments and Remedial Allocations will be incorporated into such Taxable Year continuing for and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountYears, as appropriate.

Applicable Principles. Subject to the provisions of this AgreementSection 3.3(a), the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed InterestTax Attributes, as determined using a “with and without” methodology described methodology. For the avoidance of doubt, the Actual Tax Liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporate Taxpayer for the Units acquired in Section 2.4(a)a Future Exchange or Blocker Merger. Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Imputed Interest the Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. United States state and local and foreign income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest any Tax Attribute (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) that the amount of any Non-TRA Portion is deemed utilized firstutilized, followed by to the extent available, prior to the amount of any TRA Portion Portion, to the extent available (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a3.3)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties parties agree that, subject to the second to last sentence of Section 2.1(a), that (i) all Tax Benefit Payments attributable (other than Imputed Interest) made to an TRA Parties that exchanged shares of a Blocker for Class A Shares of the Corporate Taxpayer in a Blocker Merger will be treated as non-qualifying property or money received in the Blocker Merger for purposes of Sections 356 of the Code, (ii) all Tax Benefit Payments (other than the portion of Tax Benefit Payments treated as Imputed Interest) made to transferors in a Future Exchange will be treated as subsequent upward purchase price adjustments that give rise to further have the effect of creating additional Exchange Basis Adjustments to Reference Assets for the Corporation beginning Corporate Taxpayer in the Taxable Year of payment, and (iii) as a result, such additional Exchange Basis Adjustments described in clause (ii) will be incorporated into such the calculation for the Taxable Year continuing of the applicable payment and into the calculations for future subsequent Taxable Years until Years, as appropriate, (iv) the Actual Tax Liability shall take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest under applicable law and (v) the liability for U.S. federal income Taxes of the Corporate Taxpayer and the amount of taxable income of the Corporate Taxpayer for U.S. federal income tax purposes as determined for purposes of calculating the Actual Tax Liability and the Hypothetical Tax Liability shall include, without duplication, such U.S. federal income liability for Taxes and such U.S. federal taxable income that is economically borne by or allocated to the Corporate Taxpayer as a result of the provisions of Sections 5.06 and 5.07 of the LLC Agreement; provided, however, that such liability for Taxes and such taxable income shall be included in the Hypothetical Tax Liability and the Actual Tax Liability subject to the adjustments and assumptions set forth in the definitions thereof and, to the extent any incremental Basis Adjustment benefits with respect to such amount is taken into account on an Amended Schedule, such amount shall adjust a Tax Benefit Payment equals an immaterial amountPayment, as applicable, in accordance with Section 2.3(b).

Applicable Principles. Subject to the provisions of this AgreementSection 3.3(a), the Realized Tax Benefit or Realized Tax Detriment in respect of each TRA Party for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability for Taxes of, without duplication, each of the Corporation Consolidated Group and the Corporate Taxpayer, as the case may be, for such Taxable Year attributable to the Exchange Basis Adjustments and Imputed Interest, as applicable, determined using a “with and without” methodology described methodology. For the avoidance of doubt, the actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporate Taxpayer for the Units acquired in Section 2.4(a)an Exchange or for the Units or other assets acquired in connection with the IPO Transactions, as the case may be. Carryovers or carrybacks of any tax Tax item attributable to any the Exchange Basis Adjustment or Adjustments and Imputed Interest Interest, as applicable, shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a the Exchange Basis Adjustment Adjustments or Imputed Interest (a “TRA Portion”) Interest, as applicable, and another portion that is not (a “Non-TRA Portion”)not, such portions shall be considered to be used in accordance with the “with and without” methodology so that: methodology. The parties agree that (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments in respect of a TRA Party attributable to an the Exchange Basis Adjustments in respect of such TRA Party (other than amounts accounted for as interest under the Code) will (A) be treated as subsequent upward purchase price adjustments that give rise to further and (B) have the effect of creating additional Exchange Basis Adjustments for the Corporation beginning in respect of such TRA Party to Exchange Reference Assets in respect of such TRA Party in the Taxable Year year of payment, and (ii) as a result, such additional Exchange Basis Adjustments in respect of such TRA Party will be incorporated into such Taxable Year continuing for the current year calculation and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountyear calculations, as appropriate.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation PC Corp for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a Ifa carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a2.1 (a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation PC Corp beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments Adjustments, Imputed Interest and Imputed Interestthe Pre-IPO NOLs, as determined using a “with and without” methodology described in Section 2.4(a2.6(a). Carryovers or carrybacks of the Pre-IPO NOLs and any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), that all Tax Benefit Payments attributable to an Exchange (other than the Merger will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount. The Parties agree that all Tax Benefit Payments Attributable to the Merger will be treated as additional merger consideration and, accordingly, will not result in further Basis Adjustments.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments Adjustments, Common Basis, and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a)2.4. Carryovers Carryovers, carryforwards, or carrybacks carrybacks, of any tax item attributable to any Basis Adjustment Adjustment, Common Basis, or Imputed Interest or any other tax item in respect thereof shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and or local tax law, as applicable, governing the use, limitation limitation, and expiration of carryovers carryovers, carryforwards, carrybacks, or carrybacks other tax items of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a any Basis Adjustment Adjustments, Common Basis, or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with calculated by taking into account the provisions of Section 3.3(a)3.3 to the extent applicable); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), treat (i) all Tax Benefit Payments (other than Imputed Interest) solely to the extent attributable to an Exchange will be treated and to the extent permitted by applicable law (A) as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for in respect of an applicable Exchange and (B) have the Corporation beginning effect of creating additional Basis Adjustments arising in the Taxable Year of payment, in which the applicable Tax Benefit Payment is made and (ii) as a result, such to the extent permitted by applicable law, any additional Basis Adjustments will arising from such a Tax Benefit Payment shall be incorporated into such treated as giving rise to a Basis Adjustment in the Taxable Year in which the Tax Benefit Payment is made on an iterative basis continuing for future Taxable Years until any incremental Basis Adjustment benefits is immaterial as reasonably determined by the TRA Holder Representative and the Corporation in good faith and in consultation with respect to a Tax Benefit Payment equals an immaterial amountthe Advisory Firm.

Applicable Principles. Subject to the provisions of this Agreementhereunder, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in this Section 2.4(a2.3(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or Regulations, and the appropriate provisions of U.S. state and local tax law, as applicableLaw, governing the use, limitation and or expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not attributable to a Basis Adjustment or Imputed Interest (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) that the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); ) and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second extent permitted by applicable Law and except with respect to last sentence the portion of Section 2.1(a)any payment attributable to Imputed Interest, all Tax Benefit Payments attributable and payments of Default Rate Interest are intended to an Exchange will be treated and shall be reported for all purposes as subsequent upward purchase price adjustments with respect to the relevant Units purchased by the Corporation from the applicable TRA Parties that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into the calculations contemplated hereunder for such Taxable Year continuing for and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountYears, as appropriate.

Applicable Principles. Subject to the provisions of this AgreementSection 3.3(a), the Realized Tax Benefit or Realized Tax Detriment in respect of each LLC Unit Holder for each Taxable Year taxable year is intended to measure the decrease or increase in the Actual Tax Liability actual liability for Taxes of the Corporation Corporate Taxpayer and its wholly-owned Subsidiaries (and Pla-Fit LLC and its Subsidiaries, as applicable and without duplication) for such Taxable Year taxable year (or portion thereof) attributable to the Basis Adjustments and Adjustments, the Imputed Interest, as and deductions arising from the Asset Purchase, determined using a “with and without” methodology described in Section 2.4(a)methodology. For the avoidance of doubt, the actual liability for Taxes of Corporate Taxpayer and its wholly-owned Subsidiaries (and Pla-Fit LLC and its Subsidiaries, as applicable and without duplication) will take into account any deduction of Imputed Interest. Carryovers or carrybacks of any tax Tax item attributable to any the Basis Adjustment or Adjustments, Imputed Interest Interest, and deductions arising from the Asset Purchase shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion The parties agree that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments to an LLC Unit Holder attributable to an the Basis Adjustments in respect of a taxable Exchange (other than amounts accounted for as interest under the Code) will be treated as subsequent upward purchase price adjustments that give rise to further have the effect of creating additional Basis Adjustments in respect of such LLC Unit Holder to Reference Assets for the Corporation beginning Corporate Taxpayer or its wholly-owned Subsidiaries, as applicable, in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments in respect of such LLC Unit Holder will be incorporated into such Taxable Year continuing for the current year calculation and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountyear calculations, as appropriate.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments and Adjustments, Other Tax Assets, Imputed Interest, Interest as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment Adjustment, Other Tax Asset, or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and or local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment Adjustment, Other Tax Asset, or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) that the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) but provided that, in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), that (i) all Tax Benefit Payments (other than Imputed Interest) attributable to an Exchange will to the extent permitted by applicable law (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in respect of an applicable Exchange and (B) have the effect of creating additional Basis Adjustments for the Corporation in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such the current Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment current Taxable Year benefits with respect to a Tax Benefit Payment equals equal an immaterial amount.

Applicable Principles. Subject to For purposes of calculating the provisions of this AgreementCovered Tax Benefit, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment or Imputed Interest the Covered Tax Assets shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, any other applicable Tax law governing the use, limitation and expiration of carryovers or carrybacks of the relevant type; provided, however, that the Covered Tax Assets treated as resulting in a Realized Tax Benefit for one Covered Tax Period shall not be treated as resulting in a Realized Tax Benefit for any other Covered Tax Period. In addition, for purposes of determining the Realized Tax Benefit for any Covered Tax Period, each member of the Company Group (or, as applicable, the combined, consolidated or other affiliated income Tax group of which such member is a part) shall be assumed (i) to utilize any item of loss, deduction or credit arising in such Covered Tax Period (and permitted to be utilized in such Covered Tax Period) before carrying back or carrying forward to such Covered Tax Period, or otherwise utilizing in such Covered Tax Period, any Covered Tax Asset that is permitted to be so carried back, carried forward or utilized; (ii) to utilize any available Covered Tax Asset that is permitted (or, for the avoidance of doubt, that would be so permitted but for a Non-Covered Tax Asset) to be carried back, carried forward or utilized in such Covered Tax Period before carrying forward, carrying back or utilizing in such Covered Tax Period any Non-Covered Tax Assets (and notwithstanding anything else the utilization of such Covered Tax Asset shall be treated as giving rise to a Realized Tax Benefit to the extent of such utilization), and (iii) to utilize any Covered Tax Asset in the earliest Covered Tax Period in which such Covered Tax Asset is permitted to be utilized. If a carryover or carryback of any tax item Tax attributes includes a portion that is attributable to a Basis Adjustment or Imputed Interest Covered Tax Asset (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions the Company Group shall be considered assumed to be used in accordance with utilize the “with and without” methodology so that: (i) TRA Portion before utilizing the amount of any Non-TRA Portion is deemed utilized first, followed by (and notwithstanding anything else the amount utilization of any such TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give giving rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Realized Tax Benefit Payment equals an immaterial amountto the extent of such utilization).

Applicable Principles. Subject to the provisions of this Agreement, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments and Imputed InterestTax Attributes, as determined using a “with and without” methodology described and, for the avoidance of doubt, is not intended to take into account, and shall be interpreted in Section 2.4(a)a manner that avoids taking into account, any Tax Attribute more than once. Carryovers For the avoidance of doubt, the Actual Tax Liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporate Taxpayer for the Common Units acquired in an Exchange. Carryforwards or carrybacks of any tax Tax item attributable to any Basis Adjustment or Imputed Interest Tax Attribute shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers carryforwards or carrybacks of the relevant type. If a carryover carryforward or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) Tax Attribute and another portion that is not (a “Non-TRA Portion”)not, such portions shall be considered to be used in accordance with the “with and without” methodology so that: methodology. For the avoidance of doubt, notwithstanding anything to the contrary, any Tax basis (iincluding under Sections 734(b), 743(b) and 754 of the amount Code and Section 1.743-1(h) of the Treasury Regulations and, in each case, the comparable sections of U.S. state and local tax law) and adjustments thereto, in each case allocated to items of deferred revenue or any adjustments pursuant to Section 481 of the Code (such basis, “Accounting Adjustment Basis”), shall be considered Tax basis (or adjustments thereto) of Reference Assets for purposes of this Agreement. Accordingly, any adjustment to Tax basis allocated to items of deferred revenue and any adjustments pursuant to Section 481 of the Code shall be appropriately taken into account in the calculations of Exchange Basis, Non- Exchange Basis, Basis Adjustments and Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion Stepped Up Tax Basis. (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(ac)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

Applicable Principles. Subject to the provisions of this Agreementhereunder, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in this Section 2.4(a2.3(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or Regulations, and the appropriate provisions of U.S. state and local tax law, as applicableLaw, governing the use, limitation and or expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not attributable to a Basis Adjustment or Imputed Interest (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) that the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); ) and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second extent permitted by applicable Law and except with respect to last sentence the portion of Section 2.1(a)any payment attributable to Imputed Interest, all Tax Benefit Payments attributable and payments of Default Rate Interest are intended to an Exchange will be treated and shall be reported for all purposes as subsequent upward purchase price adjustments with respect to the relevant Units purchased by the | Corporation from the applicable TRA Parties that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into the calculations contemplated hereunder for such Taxable Year continuing for and into future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amountYears, as appropriate.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments and Adjustments, Reverse 704(c) Allocations, Imputed Interest, and Actual Interest Amounts, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax Tax item attributable to any Basis Adjustment Adjustment, Reverse 704(c) Allocations, Imputed Interest, or Imputed Actual Interest Amounts shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to a Basis Adjustment Adjustment, Reverse 704(c) Allocations, Imputed Interest, or Imputed Actual Interest Amounts (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), that (i) all Tax Benefit Payments attributable to an a Sale, Direct Exchange or Redemption will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning and (B) have the effect of creating additional Basis Adjustments for the Corporation in the Taxable Year year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into such the current Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment current Taxable Year benefits with respect to a Tax Benefit Payment equals equal an immaterial amount.

Applicable Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and state, local or foreign tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a3.4(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.