Common use of Early Termination of Agreement Breach of Agreement Clause in Contracts

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the TRA Parties, (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. (b) In the event that the Corporation breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, and the Corporation fails to cure such breach within 20 Business Days of the TRA Party Representative informing the Corporation of such breach, then, at the election of the TRA Party Representative, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach. Procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation pursuant to this Section 4.1(b). Notwithstanding the foregoing, in the event that the Corporation breaches any of its material obligations under this Agreement, the TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to in this Section 4.1(b) or to seek specific performance of the terms of this Agreement. The Parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporation has insufficient funds to make such payment; provided, (i) the Corporation has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 shall apply to such late payment (unless the Corporation does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with a Change of Control, all obligations under this Agreement with respect to the applicable TRA Parties shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control. Section 4.2 and Section 4.3 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment due and payable and that remains unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2) (A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representative60 days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) except to the extent included in the Early Termination Payment, any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoing, in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such paymentpayment in the Corporate Taxpayer’s sole judgment exercised in good faith; provided, (i) the Corporation has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) provided that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds cash to make such payment as a result of limitations imposed by existing credit agreements to which OpCo or any Senior Obligationsof its Subsidiaries is a party, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with the event of a Change of Control, all obligations under this Agreement with respect to the applicable TRA Parties hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of such Change of Control and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the effective date of such Change of Control, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the TRA Parties as due and payable but unpaid as of the Early Termination Notice, and (3) except to the extent included in the Early Termination Payment, any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the effective date of such Change of Control. Section 4.2 In the event of a Change of Control, any Early Termination Payment described in the preceding sentence shall be calculated utilizing the Valuation Assumptions and Section 4.3 shall apply, mutatis mutandis, with respect to by substituting in each case the determination terms “date of the amounts payable by the Corporationa Change of Control” for an “Early Termination Date.”

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority)Board, the Corporation may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the TRA Parties, ; (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, ; and (iii) the Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. (b) In the event that the Corporation breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment within three (3) months of the date when due, as a result of the failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, and the Corporation fails to cure such breach within 20 twenty (20) Business Days of the a TRA Party Representative informing the Corporation of such breach, then, at the election of the TRA Party Representative, subject to the following proviso, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach, and, for the avoidance of doubt, shall include, but not be limited to, (i) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of such breach; (ii) any prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of such acceleration; and (iii) any Tax Benefit Payments due for the Taxable Year ending with or including such date (except to the extent that such amount is included in the Early Termination Payments); provided, that if the Representative makes such election, then such election shall be binding on all TRA Parties. Procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation pursuant to this Section 4.1(b). Notwithstanding the foregoing, in the event that the Corporation breaches any of its material obligations under this Agreement, the TRA Party Representative shall be entitled to elect on behalf of all each of the TRA Parties to receive the amounts referred to in clause (b) of this Section 4.1(b) 4.1 or to seek specific performance of the terms of this Agreement. The Parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporation has insufficient funds to make such payment; provided, (i) the Corporation has used payment despite using reasonable best efforts to obtain funds to make such funds payment (including by causing the Company LLC or any other Subsidiaries of the Company LLC to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts); provided, that (x) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment payment, and (unless y) solely with respect to a Tax Benefit Payment, if the Corporation does not have sufficient funds cash to make such payment as a result of limitations imposed by any Senior Obligationsexisting credit agreements to which the LLC is a party, in which case limitations are effective as of the date of this Agreement, Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with a Change of Control, all obligations hereunder with respect to the TRA Parties shall be accelerated. The Corporation hereby agrees to provide twenty (20) calendar days prior written notice to each TRA Party of a Change of Control and all obligations under this Agreement with respect to the applicable TRA Parties shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, and shall include, but not be limited to, (i) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of the Change of Control; (ii) any prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of such acceleration; and (iii) any Tax Benefit Payments due for the Taxable Year ending with or including such date (except to the extent that such amount is included in the Early Termination Payments). Procedures similar to the procedures of Section 4.2 and Section 4.3 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation. (d) Upon the occurrence of an event described in clauses (a) or (b) in the definition of Credit Event, then, at the election of the Representative, all obligations hereunder shall be accelerated and become immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of the Credit Event and, for the avoidance of doubt, shall include, but not be limited to, (i) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of the Credit Event; (ii) any prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of such acceleration; and (iii) any Tax Benefit Payments due for the Taxable Year ending with or including such date (except to the extent that such amount is included in the Early Termination Payments).

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (1) materially breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a material breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a material breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a material breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation Corporate Taxpayer has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); provided further, for the avoidance of doubt, the last sentence of this Section 4.1(b) shall not apply to any payments due pursuant to the acceleration upon a Change of Control contemplated by Section 4.1(c). (c) In connection with a The Corporate Taxpayer shall provide written notice to the TRA Party Representative thirty (30) days in advance of the closing of any Change of Control, all obligations and the TRA Party Representative shall have the option, upon written notice to the Corporate Taxpayer (“Opt-Out Notice”) within twenty (20) days thereafter, to cause its respective TRA Parties to continue as TRA Parties under this Agreement after such Change of Control, in which case each such TRA Party will not be entitled to receive the amounts set forth in the remainder of this Section 4.1(c), and Valuation Assumptions (1), (2), (4) and (5) shall apply to Tax Benefit Payments to each such TRA Party following the closing of such Change of Control. Notwithstanding anything to the contrary in the foregoing sentence in this Section 4.1(c), if an Opt-Out Notice is not timely provided with respect to the applicable a TRA Parties shall Party, all obligations hereunder will be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of such Change of Control and shall include (1) the Early Termination Payments calculated with respect to such TRA Parties as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of such Change of Control. If an Opt-Out Notice is not timely provided with respect to a TRA Party, (i) such TRA Party shall be entitled to receive the amounts set forth in clauses (1), (2) and (3) of the preceding sentence, (ii) any Early Termination Payment described in the preceding sentence shall be calculated utilizing Valuation Assumptions (1), (2), (3), (4), (5) and (6), substituting in each case the terms “date of a Change of Control” for an “Early Termination Date,” and (iii) Section 4.2 and Section 4.3 shall apply, mutatis mutandis, with respect to payments to such TRA Party upon the determination Change of the amounts payable by the CorporationControl.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party such TRA Party’s Sharing Percentage of the Early Termination Payment in respect of the TRA PartyPayment; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full payment of each TRA Party’s Sharing Percentage of the Early Termination Payment by to each of the TRA Parties, (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this AgreementParties as set forth in Section 4.3(a), and (iii) provided, further, that the Corporation Corporate Taxpayer may withdraw any notice to execute exercise its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amounts described in clauses (a) or (b) are included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, as a result of the failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2) (A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach. Procedures , commencement, or seeking of appointment and shall include, but not be limited to, without duplication, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on such date, (2) any Tax Benefit Payment due and payable and that remains unpaid as of such date, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending prior to, with or including such date; provided, however, that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoing, in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment ​ due pursuant to this Agreement within three (3) months of the date such payment is due; provided, however, that the interest provisions of Section 5.2 shall apply to such late payment. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, however, that (i) the Corporation Corporate Taxpayer has used commercially reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); provided, further, for the avoidance of doubt, the last sentence of this Section 4.1(b) shall not apply to any payments due pursuant to an acceleration upon a Change of Control contemplated by Section 4.1(c). (c) In connection with the event of a Change of Control, all obligations under this Agreement with respect to the applicable TRA Parties hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of such Change of Control and utilizing the Valuation Assumptions, substituting therein the phrase “date of a Change of Control” in each case where the phrase “Early Termination Date” appears. Such obligations shall include, without duplication, (1) the Early Termination Payments calculated as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for any Taxable Year ending prior to, with or including the date of such Change of Control. For the avoidance of doubt, Section 4.2 and Section 4.3 shall applyapply to a Change of Control to which this Section 4.1(c) applies, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom majority of the Board has delegated such authority), Independent Directors of the Corporation Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties Eagle US at any time by paying to each TRA Party Eagle US the Early Termination Payment in respect of the TRA PartyPayment; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the such Early Termination Payment by the TRA Parties, (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this AgreementEagle US, and (iii) provided, further, that the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of such Early Termination Payment by the Corporate Taxpayer, neither Eagle US nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (1) Tax Benefit Payment due and payable to Eagle US and that remains unpaid as of the date the Early Termination Notice is delivered, (2) Tax Benefit Payment that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice pursuant to this Agreement and (3) Tax Benefit Payment due to such Counterparty for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (2) or clause (3) is included in such Early Termination Payment or is included in clause (1)); provided that upon payment of all amounts, to the extent applicable and without duplication, described in this sentence, this Agreement shall terminate. (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when duedue (except for all or a portion of such payment that is being validly disputed in good faith under this Agreement, a and then only with respect to the amount in dispute) or failure to honor any other material obligation required hereunder to the extent not cured within thirty (30) calendar days following receipt by the Corporate Taxpayer of written notice of such failure from Eagle US or by operation of law as a result of the rejection of this Agreement in a case commenced under the U.S. Bankruptcy Code or otherwiseotherwise or (2) (A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breachsixty (60) days, then, at the election of the TRA Party Representative, then all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (I) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of such breach. Procedures , (II) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such breach, as applicable, (III) any Tax Benefit Payment that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice pursuant to this Agreement and (IV) any Tax Benefit Payment in respect of any Counterparty due for the Taxable Year ending with or including the date of such breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the TRA Party Representative each Counterparty shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (I), (II), (III) and (IV) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such paymentpayment in the Corporate Taxpayer’s sole judgment exercised in good faith; provided, (i) the Corporation has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) provided that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 shall apply, but the Default Rate shall be replaced by the Agreed Rate)payment. (c) In connection with a Change of Control, all obligations under this Agreement with respect to the applicable TRA Parties shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control. Section 4.2 and Section 4.3 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to (i) all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties (including, for the avoidance of doubt, all Profits Interests) at any time by paying to each TRA Party the Early Termination Payment in respect of such TRA Party or (ii) the amount payable to any individual TRA Party having a Total Percentage Interest of less than 5% by paying to any such individual TRA Party the Early Termination Payment in respect of such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment in respect of each TRA Party by the Corporate Taxpayer the Corporate Taxpayer shall have no further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (x) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (y) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (z) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided, that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoing, in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, to the fullest extent permitted by applicable law, each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (x), (y) and (z) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with the event of a Change of Control, then all obligations under this Agreement with respect to the applicable TRA Parties hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and utilizing the Valuation Assumptions by substituting in each case the terms “the closing date of the a Change of Control” in each place where the phrase “Early Termination Date” appears. Section Such obligations shall include (1) the Early Termination Payments calculated as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for any Taxable Year ending prior to, with or including the date of such Change of Control (except to the extent any amounts described in clause (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and Section 4.3 shall applyapply to a Change of Control, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by all TRA Parties. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties, (ii) Parties or the Corporation Corporate Taxpayer shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (iiib) Tax Benefit Payment due for the Corporation may withdraw any notice Taxable Year ending with or including the date of the Early Termination Notice (except to execute its termination rights the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Section 4.1(a) prior Agreement with respect to the time at which any Early Termination Payment has been paidsuch Exchange. (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment within three (3) months of the date when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation Corporate Taxpayer has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); provided further, for the avoidance of doubt, the last sentence of this Section 4.1(b) shall not apply to any payments due pursuant to an election by a TRA Party for the acceleration upon a Change of Control contemplated by Section 4.1(c). (c) In connection with the event of a Change of Control, all obligations then each TRA Party shall continue as a TRA Party under this Agreement after such Change of Control, in which case such TRA Party will not be entitled to receive the amounts set forth in the remainder of this Section 4.1(c) and Valuation Assumptions (1), (2), (4) and (5) shall apply. Notwithstanding anything to the contrary in the foregoing sentence in this Section 4.1(c), each TRA Party shall have the option to elect to cause all obligations hereunder with respect to the applicable TRA Parties shall any Common Basis or Basis Adjustments Attributable to Exchanges occurring prior to or in connection with such Change of Control to be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of such Change of Control and shall include (1) the Early Termination Payments calculated with respect to such TRA Parties as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of such Change of Control. Section 4.2 If a TRA Party makes the election described in the preceding sentence, (i) such TRA Party shall be entitled to receive the amounts set forth in clauses (1), (2) and Section 4.3 shall apply, mutatis mutandis, with respect to the determination (3) of the amounts payable by preceding sentence and (ii) any Early Termination Payment described in the Corporationpreceding sentence shall be calculated utilizing Valuation Assumptions (1), (2), (3), (4), (5) and (6), substituting in each case the terms “date of a Change of Control” for an “Early Termination Date.”

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of a majority of the Board (or any Person(s) to whom the Board has delegated such authority)Board’s Independent Directors, the Corporation Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties at any time and with respect to all of the Units held by the TRA Parties paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (i) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (ii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (ii) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (i) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a due failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (ii)(A) shall commence any case, and proceeding or other action (I) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (II) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if (A) the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (ix) the Corporation Corporate Taxpayer has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (iiy) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall not apply) or (B) fails to make any payment under or breaches any term of a TRA Bonus Agreement; provided further, but for the Default Rate avoidance of doubt, the last sentence of this Section 4.1(b) shall be replaced not apply to any payments due pursuant to an election by a TRA Party for the Agreed Rateacceleration upon a Change of Control contemplated by Section 4.1(c). (c) In connection with the event of a Change of Control, all payment obligations under this Agreement with respect to the applicable TRA Parties hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control and shall include, but not be limited to the following: (i) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the effective date of a Change of Control, (ii) payment of any Tax Benefit Payment previously due and payable but unpaid as of the Early Termination Notice, and (iii) except to the extent included in the Early Termination Payment or if included as a payment under clause (ii) of this Section 4.1(c), payment of any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the effective date of a Change of Control. Section 4.2 In the event of a Change of Control, the Early Termination Payment shall be calculated utilizing the Valuation Assumptions and Section 4.3 shall apply, mutatis mutandis, with respect to by substituting in each case the determination terms “the closing date of the amounts payable by the Corporationa Change of Control” for an “Early Termination Date.”

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board Governing Body (or any Person(s) to whom the Board Governing Body has delegated such authority), the Corporation may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the TRA Parties, ; (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and ; (iii) the Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. (b) In the event that the Corporation breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, and the Corporation fails to cure such breach within 20 Business Days of the a TRA Party Representative informing the Corporation of such breach, then, at the election of the TRA Party Representative, the KKR Representative or the SL Representative, subject to the following proviso, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach; provided, that (i) if the Representative makes such election, then such election shall be binding on all TRA Parties (other than the SL TRA Parties and the KKR TRA Parties), (ii) if the SL Representative makes such election, then the SL Representative’s election shall be binding only on the SL TRA Parties, (iii) if the KKR TRA Representative makes such election, then the KKR Representative’s election shall be binding only on the KKR TRA Parties, and (iv) at least five (5) Business Days prior to making any such election, the Representative, the KKR Representative or the SL Representative (as the case may be) shall provide written notice to the others in order to permit the other, if it wishes, to make its election simultaneously. Procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation pursuant to this Section 4.1(b). Notwithstanding the foregoing, in the event that the Corporation breaches any of its material obligations under this Agreement, the TRA Party Representative shall be entitled to elect on behalf of all TRA Parties (other than the SL TRA Parties and the KKR TRA Parties) and the SL Representative shall be entitled to elect on behalf of the SL TRA Parties, and the KKR Representative shall be entitled to elect on behalf of the KKR TRA Parties, in each case, to receive the amounts referred to in this Section 4.1(b) or to seek specific performance of the terms of this Agreement. The Parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporation has insufficient funds to make such payment; provided, (i) the Corporation has used payment despite using reasonable best efforts to obtain funds to make such funds payment (including by causing the Company LLC or any other Subsidiaries of the Company LLC to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts); provided, that (x) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment payment, and (unless y) solely with respect to a Tax Benefit Payment, if the Corporation does not have sufficient funds cash to make such payment as a result of limitations imposed by any Senior Obligationsexisting credit agreements to which the LLC is a party, in which case limitations are effective as of the date of this Agreement, Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with a Change of Control, (i) at the election of the Representative, all obligations hereunder with respect to the TRA Parties shall be terminated, (ii) only if the Representative has not elected to terminate pursuant to clause (i), at the election of the SL Representative, all obligations with respect to the SL TRA Parties shall be terminated, and (iii) only if the Representative has not elected to terminate pursuant to clause (i), at the election of the KKR Representative, all obligations with respect to the KKR TRA Parties shall be terminated. The Corporation hereby agrees to provide twenty days prior written notice to each TRA Party of a Change of Control. Within ten days of receipt of such notice, the Representative shall provide written notice as to whether it will terminate this Agreement pursuant to clause (i), and if the Representative does not so elect to terminate, within twenty days of receipt of such notice of such Change of Control from the Corporation, (A) the SL Representative shall provide notice as to whether it will terminate this Agreement with the SL TRA Parties pursuant to clause (ii) with respect to the applicable TRA Parties and (B) the KKR Representative shall provide notice as to whether it will terminate this Agreement with the KKR TRA Parties pursuant to clause (iii) with respect to the applicable TRA Parties. If the Representative, the KKR Representative or the SL Representative elects to terminate the Agreement, then all obligations under this Agreement with respect to the applicable TRA Parties shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control. Procedures similar to the procedures of Section 4.2 and Section 4.3 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement at any time with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by all of the TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment in respect of each TRA Party by the Corporate Taxpayer, the Corporate Taxpayer shall have no further payment obligations under this Agreement, other than for any (i) Tax Benefit Payment due and payable and that remains unpaid as of the date the Early Termination Notice is delivered and (ii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (ii) is included in the Early Termination Payment). (b) In the event that (1) the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder hereunder, or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2) (A) the Corporate Taxpayer shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach. Procedures event and shall include, but not be limited to, (x) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on such date, (y) any Tax Benefit Payment due and payable and that remains unpaid as of such date and (z) any Tax Benefit Payment due for the Taxable Year ending with or including such date; provided that procedures similar to the procedures of Section 4.2 and 4.3 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence mutatis mutandis. Notwithstanding the foregoing, (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (x), (y) and (z) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) provided that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds cash to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with the event of a Change of Control, then all obligations under this Agreement with respect to the applicable TRA Parties hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and utilizing the Valuation Assumptions by substituting in each case the terms “the closing date of the a Change of Control” in each place where the phrase “Early Termination Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on such date, (2) any Tax Benefit Payment due and payable and that remains unpaid as of such date and (3) any Tax Benefit Payment due for the Taxable Year ending with or including such date; provided that procedures similar to the procedures of Section 4.2 and Section 4.3 shall applyapply with respect to a Change of Control, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full payment of the Early Termination Payment by to all TRA Parties as set forth in Section 4.3(a); provided, further, that the TRA Parties, (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon full payment of the Early Termination Payment by the Corporate Taxpayer to all TRA Parties, none of the TRA Parties or the Corporate Taxpayer shall have any further payment rights or obligations under this Agreement. If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (i) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment within three (3) months of the date when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (ii) (A) shall commence any case, and proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (2) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach. Procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b). Notwithstanding the foregoing, in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the TRA Party Representative shall be entitled to elect jointly on behalf of all TRA Parties for such TRA Parties to receive the amounts referred to in this Section 4.1(b) or to seek specific performance of the terms of under this Agreement. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of under this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation has used payment despite using commercially reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate make such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts; provided that (i) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment and (unless ii) solely with respect to a Tax Benefit Payment, if the Corporation Corporate Taxpayer does not have sufficient funds cash to make such payment as a result of limitations imposed by any Senior Obligationscredit agreements to which OpCo or any of its Subsidiaries is a party, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with the event of a Change of Control, all obligations under this Agreement with respect to the applicable TRA Parties hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the such Change of Control. Procedures similar to the procedures of Section 4.2 and Section 4.3 shall apply, mutatis mutandis, with respect to the determination of the amounts amount payable by the CorporationCorporate Taxpayer pursuant to this Section 4.1(c).

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority)a majority of its independent directors, the Corporation Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation Corporate Taxpayer has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply); provided further, but for the Default Rate avoidance of doubt, the last sentence of this Section 4.1(b) shall be replaced not apply to any payments due pursuant to an election by a TRA Party for the Agreed Rateacceleration upon a Change of Control contemplated by Section 4.1(c). (c) In connection with the event of a Change of Control, all payment obligations under this Agreement with respect to the applicable TRA Parties hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control and shall include, but not be limited to the following: (i) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the effective date of a Change of Control, (ii) payment of any Tax Benefit Payment previously due and payable but unpaid as of the Early Termination Notice, and (iii) except to the extent included in the Early Termination Payment or if included as a payment under clause (ii) of this Section 4.1(c), payment of any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the effective date of a Change of Control. Section 4.2 In the event of a Change of Control, the Early Termination Payment shall be calculated utilizing the Valuation Assumptions and Section 4.3 shall apply, mutatis mutandis, with respect to by substituting in each case the determination terms “the closing date of the amounts payable by the Corporationa Change of Control” for an “Early Termination Date.”

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment or payment made with respect to Section 4.1(c) when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with the event of a Change of Control, all obligations under this Agreement with respect to the applicable TRA Parties hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and utilizing the Valuation Assumptions by substituting in each case the terms “the closing date of the a Change of Control” in each place where the phrase “Early Termination Date” appears. Section Such obligations shall include, but not be limited to, (1) the Early Termination Payments calculated as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for any Taxable Year ending prior to, with or including the date of such Change of Control (except to the extent that any amounts described in clause (2) or (3) are included in the Early Termination Payments). For the avoidance of doubt, Sections 4.2 and Section 4.3 shall applyapply to a Change of Control, mutatis mutandis, with respect mutadis mutandi. (d) Notwithstanding anything herein to the determination contrary, (1) if the Corporate Taxpayer terminates the Blackstone Investors TRA, it shall be required to terminate this Agreement pursuant to Section 4.1(a), (2) any breach, proceeding or action that results in an acceleration of the amounts payable by Blackstone Investors TRA shall be treated as a breach, proceeding or action that results in an acceleration of this Agreement pursuant to Section 4.1(b), (3) any “Change of Control” for purposes of the CorporationBlackstone Investors TRA shall also be treated as a Change of Control for purposes of this Agreement, and (4) without limiting the foregoing, this Section 4.1 shall be applied consistently to this Agreement and the Blackstone Investors TRA.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). (b) In the event that the Corporation Corporate Taxpayer (1) materially breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a material breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a material breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a material breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation Corporate Taxpayer has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); provided further, for the avoidance of doubt, the last sentence of this Section 4.1(b) shall not apply to any payments due pursuant to the acceleration upon a Change of Control contemplated by Section 4.1(c). (c) In connection with The Corporate Taxpayer shall provide written notice to the TRA Party Representative thirty (30) days in advance of the closing of any Change of Control, and the TRA Party Representative shall have the option, upon written notice to the Corporate Taxpayer (“Opt-Out Notice”) within twenty (20) days thereafter, to cause the TRA Parties to continue as TRA Parties under this Agreement after such Change of Control, in which case each such TRA Party will not be entitled to receive the amounts set forth in the remainder of this Section 4.1(c), and Valuation Assumptions (1), (2), and (4) (substituting in each case the terms “date of a Change of Control” for an “Early Termination Date,”) shall apply to Tax Benefit Payments to each such TRA Party following the closing of such Change of Control. Notwithstanding anything to the contrary in the foregoing sentence in this Section 4.1(c), if an Opt-Out Notice is not timely provided with respect to a TRA Party, all obligations under this Agreement with respect to the applicable TRA Parties shall hereunder will be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of such Change of Control and shall include (1) the Early Termination Payments calculated with respect to such TRA Parties as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of such Change of Control. If an Opt-Out Notice is not timely provided with respect to a TRA Party, (i) such TRA Party shall be entitled to receive the amounts set forth in clauses (1), (2) and (3) of the preceding sentence, (ii) any Early Termination Payment described in the preceding sentence shall be calculated utilizing the Valuation Assumptions, substituting in each case the terms “date of a Change of Control” for an “Early Termination Date,” and (iii) Section 4.2 and Section 4.3 shall apply, mutatis mutandis, with respect to payments to such TRA Party upon the determination Change of the amounts payable by the CorporationControl.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the The Corporation may at any time terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties at any time by paying to each TRA Party an amount equal to the product of (A) such TRA Party’s Ownership Percentage and (B) the Early Termination Payment in respect of the TRA PartyPayment; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the TRA Parties, (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation may withdraw any notice of intent to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. The Corporation shall have no further payment obligations under this Agreement upon payment of the Early Termination Payment in respect of each TRA Party by the Corporation in full, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). (b) In the event that the Corporation (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the benefit of creditors or (B) there shall be commenced against the Corporation fails to cure such breach within 20 Business Days any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breachsixty (60) calendar days, then, at the election of unless otherwise waived or directed in writing by the TRA Party Representative, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (x) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (y) any Tax Benefit Payment due and payable under Section 3.1(a) and that remains unpaid as of the date of a breach, and (z) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach, which shall be treated as due and payable as of the date of the breach; provided, that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoing, in the event that the Corporation breaches any of its material obligations under this Agreement, to the fullest extent permitted by applicable law, each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (x), (y) and (z) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporation Company Group has insufficient funds to make such payment; payment; provided, (i) the Corporation has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 shall apply, but the Default Rate shall be replaced by the Agreed Rate)payment. (c) In connection with the event of a Change of Control, unless otherwise waived in writing by the TRA Party Representative, all obligations under this Agreement with respect to the applicable TRA Parties hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and utilizing the Valuation Assumptions by substituting in each case the terms “the closing date of the a Change of Control” in each place where the phrase “Early Termination Date” appears. Such obligations shall include (1) the Early Termination Payments calculated as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable under Section 3.1(a) and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of such Change of Control (except to the extent any amounts described in clause (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and Section 4.3 shall applyapply to a Change of Control, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the TRA Parties, (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. (b) In the event that the Corporation breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, and the Corporation fails to cure such breach within 20 Business Days of the TRA Party Representative informing the Corporation of such breach, then, at the election of the TRA Party Representative, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach. Procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation pursuant to this Section 4.1(b). Notwithstanding the foregoing, in the event that the Corporation breaches any of its material obligations under this Agreement, the TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to in this Section 4.1(b) or to seek specific performance of the terms of this Agreement. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporation has insufficient funds to make such payment; provided, (i) the Corporation has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 shall apply to such late payment (unless the Corporation does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with a Change of Control, all obligations under this Agreement with respect to the applicable TRA Parties shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control. Section 4.2 and Section 4.3 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of each of a majority of the Board “independent directors” (or any Person(swithin the meaning of Rule 10A-3 promulgated under the Exchange Act and the Nasdaq rules) to whom of the Board has delegated such authority)Governing Body, the Corporation may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the TRA Parties, ; (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, Agreement and (iii) the Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. (b) In the event that the Corporation breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, and the Corporation fails to cure such breach within 20 thirty (30) Business Days of the a TRA Party Representative informing notifying the Corporation in writing of such breach, then, at the election of the TRA Party RepresentativeParties, subject to the following proviso, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach; provided, that (i) each TRA Party’s election shall apply only in respect of such TRA Party and (ii) at least five (5) Business Days prior to making any such election, the applicable TRA Party shall provide written notice to the other TRA Parties in order to permit each other TRA Party, if it wishes, to make its election simultaneously. Procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation pursuant to this Section 4.1(b). Notwithstanding the foregoing, in the event that the Corporation breaches any of its material obligations under this Agreement, the TRA Party Representative shall be entitled to elect on behalf in lieu of all TRA Parties electing to receive the amounts referred to in this Section 4.1(b) or pursuant to the provisions hereof, the TRA Parties may seek specific performance of the terms of this Agreement. The Parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporation has insufficient funds to make such paymentdue; provided, that (ix) the Corporation has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment payment, and (unless y) solely with respect to a Tax Benefit Payment, if the Corporation does not have sufficient funds cash to make such payment as a result of limitations imposed by any Senior Obligationsexisting credit agreements or other indebtedness to which the LLC is a party, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate; provided that it shall be a breach of a material obligation under this Agreement if the Corporation makes any distribution of cash or other property with respect to any equity interest in the Corporation while any Tax Benefit Payment is due and payable under this Agreement but unpaid (excluding, for the avoidance of doubt, (i) issuances of Class A Common Stock or Class B Common Stock, (ii) issuances of rights to purchase Class A Common Stock or Class B Common Stock pursuant to a shareholders’ rights or similar plan and (iii) any compensation, withholdings or other payments under the Corporation’s or its subsidiaries’ equity incentive plans and awards thereunder as in effect from time to time). (c) In connection with a Change of Control, at the election of the TRA Parties, all obligations hereunder with respect to the TRA Parties shall be terminated. The Corporation hereby agrees to provide twenty (20) calendar days prior written notice to each TRA Party of a Change of Control. Within ten (10) calendar days of receipt of such notice, each TRA Party shall provide written notice as to whether it will terminate this Agreement. If a TRA Party elects to terminate the Agreement, then all obligations under this Agreement with respect to the applicable TRA Parties Party shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control. Procedures similar to the procedures of Section 4.2 and Section 4.3 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the TRA Parties, ; (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, ; and (iii) the Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. (b) In the event that the Corporation breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, and the Corporation fails to cure such breach within 20 Business Days of the a TRA Party Representative informing the Corporation of such breach, then, at the election of the TRA Party RepresentativeIntel Nominee or the TPG Nominee, subject to the following proviso, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach; provided, that (i) the TPG Nominee and the Intel Nominee shall be entitled jointly to make such election on behalf of, and such election shall be binding only on, all TRA Parties other than the Intel TRA Parties and TPG TRA Parties, (ii) the Intel Nominee shall be entitled to make such election on behalf of, and such election shall be binding on, the Intel TRA Parties, (iii) the TPG Nominee shall be entitled to make such election on behalf of, and such election shall be binding on, the TPG TRA Parties, and (iv) at least five (5) Business Days prior to making any such election, the Intel Nominee or the TPG Nominee (as the case may be) shall provide written notice to the other in order to permit the other, if it wishes, to make its election simultaneously. Procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation pursuant to this Section 4.1(b). Notwithstanding the foregoing, in the event that the Corporation breaches any of its material obligations under this Agreement, the TPG Nominee and the Intel Nominee shall be entitled to elect jointly on behalf of all TRA Party Representative Parties (other than the Intel TRA Parties and TPG TRA Parties), the Intel Nominee shall be entitled to elect on behalf of all the Intel TRA Parties Parties, and the TPG Nominee shall be entitled to elect on behalf of the TPG TRA Parties, in each case, to receive the amounts referred to in this Section 4.1(b) or to seek specific performance of the terms of this Agreement. The Parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation fails to make any Tax Benefit Payment when due due, to the extent that the Corporation has insufficient funds to make such payment; provided, (i) the Corporation has used payment despite using reasonable best efforts to obtain funds to make such funds payment (including by causing the Company LLC or any other Subsidiaries of the Company LLC to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts), such failure shall not be a breach of this Agreement until the earlier of (i) the Corporation having sufficient cash to pay such balance and (ii) the one-year anniversary of the receipt of the notice for such payment; provided, that (x) the interest provisions of Section 5.3 5.2 shall apply to such late payment payment, and (unless y) if the Corporation does not have sufficient funds cash to make such payment as a result of limitations imposed by existing credit agreements to which the LLC or any Senior Obligationsof its Subsidiaries is a party, in which case limitations are effective as of the date of this Agreement, Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with a Change of Control, all obligations under this Agreement with respect to the applicable TRA Parties shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the Change of ControlControl or such other date agreed to by the Intel Nominee, TPG Nominee and the Corporation. Procedures similar to the procedures of Section 4.2 and Section 4.3 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment or NOL Tax Benefit Payment due and payable and that remains unpaid as of the Early Termination Notice and (b) Tax Benefit Payment or NOL Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange or Blocker TRA Party Merger occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange or Blocker TRA Party Merger, as the case may be. (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2) (A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representative60 days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (2) any Tax Benefit Payment or NOL Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) any Tax Benefit Payment or NOL Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such paymentpayment in the Corporate Taxpayer’s sole judgment exercised in good faith; provided, (i) the Corporation has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) provided that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds cash to make such payment as a result of limitations imposed by existing credit agreements to which OpCo or any Senior Obligationsits Subsidiaries is a party, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with the event of a Change of Control, then all obligations under this Agreement hereunder with respect to the applicable any Exchanges or Pre-Merger NOLs from any Blocker TRA Parties Party Merger occurring prior to such Change of Control shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of such Change of Control and shall include (1) the Early Termination Payments calculated with respect to such prior Exchanges or Pre-Merger NOLs as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment or NOL Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment or NOL Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of such Change of Control. Section 4.2 In the event of a Change of Control, any Early Termination Payment described in the preceding sentence shall be calculated utilizing Valuation Assumptions (1), (2), (3) and Section 4.3 shall apply(4), mutatis mutandis, substituting in each case the terms “date of a Change of Control” for an “Early Termination Date.” Any Exchanges or Pre-Merger NOLs with respect to the determination of the amounts payable by the Corporationwhich a payment has been made under this Section 4.1(c) shall be excluded in calculating any future Tax Benefit Payments, NOL Tax Benefit Payments or Early Termination Payments, and this Agreement shall have no further application to such Exchanges or Pre-Merger NOLs.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board Governing Body (or any Person(s) to whom the Board Governing Body has delegated such authority), the Corporation may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the TRA Parties, ; (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and ; (iii) the Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. (b) In the event that the Corporation breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, and the Corporation fails to cure such breach within 20 Business Days of the a TRA Party Representative informing the Corporation of such breach, then, at the election of the TRA Party Representative or the SL Representative, subject to the following proviso, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach; provided, that (i) if the Representative makes such election, then such election shall be binding on all TRA Parties (other than the SL TRA Parties), (ii) if the SL Representative makes such election, then the SL Representative’s election shall be binding only on the SL TRA Parties and (iii) at least five (5) Business Days prior to making any such election, the Representative or the SL Representative (as the case may be) shall provide written notice to the other in order to permit the other, if it wishes, to make its election simultaneously. Procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation pursuant to this Section 4.1(b). Notwithstanding the foregoing, in the event that the Corporation breaches any of its material obligations under this Agreement, the TRA Party Representative shall be entitled to elect on behalf of all TRA Parties (other than the SL TRA Parties) and the SL Representative shall be entitled to elect on behalf of the SL TRA Parties, in each case, to receive the amounts referred to in this this Section 4.1(b4.1 (b) or to seek specific performance of the terms of this Agreement. The Parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporation has insufficient funds to make such payment; provided, (i) the Corporation has used payment despite using reasonable best efforts to obtain funds to make such funds payment (including by causing the Company LLC or any other Subsidiaries of the Company LLC to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts); provided, that (x) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment payment, and (unless y) solely with respect to a Tax Benefit Payment, if the Corporation does not have sufficient funds cash to make such payment as a result of limitations imposed by any Senior Obligationsexisting credit agreements to which the LLC is a party, in which case limitations are effective as of the date of this Agreement, Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with a Change of Control, (i) at the election of the Representative, all obligations hereunder with respect to the TRA Parties shall be terminated, and (ii) only if the Representative has not elected to terminate pursuant to clause (i), at the election of the SL Representative, all obligations with respect to the SL TRA Parties shall be terminated. The Corporation hereby agrees to provide twenty days prior written notice to each TRA Party of a Change of Control. Within ten days of receipt of such notice, the Representative shall provide written notice as to whether it will terminate this Agreement pursuant to clause (i), and if the Representative does not so elect to terminate, within twenty days of receipt of such notice of such Change of Control from the Corporation, the SL Representative shall provide notice as to whether it will terminate this Agreement with the SL TRA Parties pursuant to clause (ii) with respect to the applicable TRA Parties. If the Representative or the SL Representative elects to terminate the Agreement, then all obligations under this Agreement with respect to the applicable TRA Parties shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control. Procedures similar to the procedures of Section 4.2 and Section 4.3 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) PubCo, upon a determination to whom the Board has delegated such authority)do so by its independent directors, the Corporation may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreementand provided, and (iii) the Corporation further, that PubCo may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by PubCo, none of the TRA Parties or PubCo shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after PubCo makes all of the required Early Termination Payments, PubCo shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation PubCo (I) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (II)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against PubCo any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach. Procedures breach (in the case of clause (I)), the date of commencement (in the case of clause (II)(A)) or the date that immediately follows such sixty (60) calendar day period (in the case of clause (II)(B)) (the "Applicable Date") and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the Applicable Date, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the Applicable Date, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the Applicable Date; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation PubCo pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (II) above), in the event that the Corporation PubCo breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation PubCo fails to make any Tax Benefit Payment or payment made with respect to Section 4.1(c) when due to the extent that the Corporation PubCo has insufficient funds to make such payment; provided, (i) the Corporation has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation PubCo does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with the event of a Change of Control, all obligations under this Agreement with respect to the applicable TRA Parties hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and utilizing the Valuation Assumptions by substituting in each case the terms "the closing date of the a Change of Control" in each place where the phrase "Early Termination Date" appears. Section Such obligations shall include, but not be limited to, (1) the Early Termination Payments calculated as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for any Taxable Year ending prior to, with or including the date of such Change of Control (except to the extent that any amounts described in clause (2) or (3) are included in the Early Termination Payments). For the avoidance of doubt, Sections 4.2 and Section 4.3 shall applyapply to a Change of Control, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation Corporate Taxpayer has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); provided further, for the avoidance of doubt, the last sentence of this Section 4.1(b) shall not apply to any payments due pursuant to an election by a TRA Party for the acceleration upon a Change of Control contemplated by Section 4.1(c). (c) In connection with the event of a Change of Control, all obligations then each TRA Party shall continue as a TRA Party under this Agreement after such Change of Control, in which case such TRA Party will not be entitled to receive the amounts set forth in the remainder of this Section 4.1(c) and the Valuation Assumptions shall apply. Notwithstanding anything to the contrary in the foregoing sentence in this Section 4.1(c), each TRA Party shall have the option to elect to cause all obligations hereunder with respect to the applicable TRA Parties shall any Blocker Transferred Basis or any Pre-Merger NOLs to be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of such Change of Control and shall include (1) the Early Termination Payments calculated with respect to such TRA Parties as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of such Change of Control. Section 4.2 If a TRA Party makes the election described in the preceding sentence, (i) such TRA Party shall be entitled to receive the amounts set forth in clauses (1), (2) and Section 4.3 shall apply, mutatis mutandis, with respect to the determination (3) of the amounts payable by preceding sentence and (ii) any Early Termination Payment described in the Corporationpreceding sentence shall be calculated utilizing the Valuation Assumptions, substituting in each case the terms “date of a Change of Control” for an “Early Termination Date.”

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach. Procedures similar to the procedures of Section 4.2 breach and shall applyinclude, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation pursuant to this Section 4.1(b). Notwithstanding the foregoing, in the event that the Corporation breaches any of its material obligations under this Agreement, the TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to in this Section 4.1(b) or to seek specific performance of the terms of this Agreement. The Parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will but not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporation has insufficient funds to make such payment; providedlimited to, (i1) the Corporation has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 shall apply to such late payment (unless the Corporation does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with a Change of Control, all obligations under this Agreement with respect to the applicable TRA Parties shall be accelerated and such obligations shall be Early Termination Payments calculated as if an Early Termination Notice had been delivered on the closing date of a breach, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the Change date of Control. a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 and Section 4.3 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation.Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing (other than as set forth in subsection (2) above), in the event that the Corporate Taxpayer breaches this Agreement, each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment in respect of each TRA Party by the Corporate Taxpayer the Corporate Taxpayer shall have no further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, Doc#: US1:14717400v22 reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breachsixty (60) calendar days, then, at the election of unless otherwise waived or directed in writing by the TRA Party Representative, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (x) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (y) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (z) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided, that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoing, in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, to the fullest extent permitted by applicable law, each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (x), (y) and (z) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; payment; provided, (i) the Corporation has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with the event of a Change of Control, unless otherwise waived in writing by the TRA Party Representative, all obligations under this Agreement with respect to the applicable TRA Parties hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and utilizing the Valuation Assumptions by substituting in each case the terms “the closing date of the a Change of Control” in each place where the phrase “Early Termination Date” appears. Section Such obligations shall include (1) the Early Termination Payments calculated as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for any Taxable Year ending prior to, with or including the date of such Change of Control (except to the extent any amounts described in clause (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and Section 4.3 shall applyapply to a Change of Control, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation.. Doc#: US1:14717400v22

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the TRA Parties, ; (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, ; and (iii) the Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. (b) In the event that the Corporation materially breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, and the Corporation fails to cure such breach within 20 Business Days of the a TRA Party Representative informing the Corporation of such breach, then, at the election of the TRA Party RepresentativeGGC Nominee or the BSMH Nominee, subject to the following proviso, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach; provided, that the GGC Nominee and the BSMH Nominee shall be entitled to make such election on behalf of, and such election shall be binding on all TRA Parties. Procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation pursuant to this Section 4.1(b). Notwithstanding the foregoing, in the event that the Corporation breaches any of its material obligations under this Agreement, the TRA Party Representative GGC Nominee and the BSMH Nominee shall be entitled to elect jointly on behalf of all TRA Parties Parties, to receive the amounts referred to in this Section 4.1(b) or to seek specific performance of the terms of this Agreement. The Parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation fails to make any Tax Benefit Payment when due due, to the extent that the Corporation has insufficient funds to make such payment; provided, (i) the Corporation has used payment despite using reasonable best efforts to obtain funds to make such funds payment (including by causing the Company LLC or any other Subsidiaries of the Company LLC to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts), such failure shall not be a breach of this Agreement until the earlier of (i) the Corporation having sufficient cash to pay such balance and (ii) the one-year anniversary of the receipt of the notice for such payment; provided, that (x) the interest provisions of Section 5.3 5.2 shall apply to such late payment payment, and (unless y) if the Corporation does not have sufficient funds cash to make such payment as a result of limitations imposed by existing credit agreements to which the LLC or any Senior Obligationsof its Subsidiaries is a party, in which case limitations are effective as of the date of this Agreement, Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with a Change of Control, all obligations under this Agreement with respect to the applicable TRA Parties shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the Change of ControlControl or such other date agreed to by the GGC Nominee, the BSMH Nominee and the Corporation. Procedures similar to the procedures of Section 4.2 and Section 4.3 shall apply, mutatis mutandis, with respect to the determination of the amounts payable by the Corporation.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full payment of the Early Termination Payment by to all TRA Parties as set forth in Section 4.3(a); provided, further, that the TRA Parties, (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon full payment of the Early Termination Payment by the Corporate Taxpayer to all TRA Parties, none of the TRA Parties or the Corporate Taxpayer shall have any further payment rights or obligations under this Agreement. If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (i) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment within three (3) months of the date when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (ii) (A) shall commence any case, and proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (2) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach. Procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b). Notwithstanding the foregoing, in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the TRA Party Representative Representatives shall be entitled to elect jointly (upon the agreement of the TRA Party Representatives representing more than 50% of the Relative Interests of the TRA Parties) on behalf of all TRA Parties for such TRA Parties to receive the amounts referred to in this Section 4.1(b) or to seek specific performance of the terms of under this Agreement. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of under this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation has used payment despite using commercially reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate make such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts; provided that (i) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment and (unless ii) solely with respect to a Tax Benefit Payment, if the Corporation Corporate Taxpayer does not have sufficient funds cash to make such payment as a result of limitations imposed by any Senior Obligationscredit agreements to which OpCo or any of its Subsidiaries is a party, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with the event of a Change of Control, all obligations under this Agreement with respect to the applicable TRA Parties hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the such Change of Control. Procedures similar to the procedures of Section 4.2 and Section 4.3 shall apply, mutatis mutandis, with respect to the determination of the amounts amount payable by the CorporationCorporate Taxpayer pursuant to this Section 4.1(c).

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Class A Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (1) materially breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a material breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a material breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a material breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation Corporate Taxpayer has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); provided further, for the avoidance of doubt, the last sentence of this Section 4.1(b) shall not apply to any payments due pursuant to the acceleration upon a Change of Control contemplated by Section 4.1(c). (c) In connection with a The Corporate Taxpayer shall provide written notice to the TRA Party Representative thirty (30) days in advance of the closing of any Change of Control, all obligations and the TRA Party Representative shall have the option, upon written notice to the Corporate Taxpayer (“Opt-Out Notice”) within twenty (20) days thereafter, to cause its respective TRA Parties to continue as TRA Parties under this Agreement after such Change of Control, in which case each such TRA Party will not be entitled to receive the amounts set forth in the remainder of this Section 4.1(c), and Valuation Assumptions (1), (2), (4) and (5) shall apply to Tax Benefit Payments to each such TRA Party following the closing of such Change of Control. Notwithstanding anything to the contrary in the foregoing sentence in this Section 4.1(c), if an Opt-Out Notice is not timely provided with respect to the applicable a TRA Parties shall Party, all obligations hereunder will be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of such Change of Control and shall include (1) the Early Termination Payments calculated with respect to such TRA Parties as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of such Change of Control. If an Opt-Out Notice is not timely provided with respect to a TRA Party, (i) such TRA Party shall be entitled to receive the amounts set forth in clauses (1), (2) and (3) of the preceding sentence, (ii) any Early Termination Payment described in the preceding sentence shall be calculated utilizing Valuation Assumptions (1), (2), (3), (4), (5) and (6), substituting in each case the terms “date of a Change of Control” for an “Early Termination Date,” and (iii) Section 4.2 and Section 4.3 shall apply, mutatis mutandis, with respect to payments to such TRA Party upon the determination Change of the amounts payable by the CorporationControl.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time upon acceptance (or deemed acceptance) of an Early Termination Request by the TRA Party Representative in accordance with Section 4.2, and following such acceptance (or deemed acceptance), by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full payment of the Early Termination Payment by to all TRA Parties as set forth in Section 4.3(a); provided, further, that the TRA Parties, (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) Early Termination Request prior to the time at which any Early Termination Payment has been paid. Upon full payment of the Early Termination Payment by the Corporate Taxpayer to all TRA Parties, none of the TRA Parties or the Corporate Taxpayer shall have any further payment rights or obligations under this Agreement. If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (i) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment within three (3) months of the date when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (ii) (A) shall commence any case, and proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (2) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails benefit of creditors or (B) there shall be commenced against Corporate Taxpayer any case, proceeding or other action of the nature referred to cure such breach within 20 Business Days in clause (A) above that remains undismissed or undischarged for a period of sixty (60) calendar days, the TRA Party Representative informing shall have the Corporation of such breach, then, at the election of the TRA Party Representative, right to cause all obligations hereunder shall to be automatically accelerated and immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice Request had been delivered and accepted (or deemed accepted) on the date of such breach. Procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b). Notwithstanding the foregoing, in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the TRA Party Representative shall be entitled to elect jointly on behalf of all TRA Parties for such TRA Parties to receive the amounts referred to in this Section 4.1(b) or to seek specific performance of the terms of under this Agreement. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of under this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation has used payment despite using commercially reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate make such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts; provided that (i) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment and (unless ii) solely with respect to a Tax Benefit Payment, if the Corporation Corporate Taxpayer does not have sufficient funds cash to make such payment as a result of limitations imposed by any Senior Obligationscredit agreements to which OpCo or any of its Subsidiaries is a party, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with the event of a Change of Control, the TRA Party Representative shall have the right to cause all obligations under this Agreement with respect hereunder to the applicable TRA Parties shall be accelerated and immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice Request had been delivered and accepted (or deemed and accepted) on the closing date of the such Change of Control. Procedures similar to the procedures of Section 4.2 and Section 4.3 shall apply, mutatis mutandis, with respect to the determination of the amounts amount payable by the CorporationCorporate Taxpayer pursuant to this Section 4.1(c).

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full payment of the Early Termination Payment by the to all TRA Parties, (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this AgreementParties as set forth in Section 4.3(a), and (iii) provided, further, that the Corporation Corporate Taxpayer may withdraw any notice to execute exercise its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amounts described in clauses (a) or (b) are included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment within three (3) months of the date when due, as a result of the failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2) (A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, without duplication, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation Corporate Taxpayer has used commercially reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); provided further, for the avoidance of doubt, the last sentence of this Section 4.1(b) shall not apply to any payments due pursuant to an election by a TRA Party for the acceleration upon a Change of Control contemplated by Section 4.1(c). (ci) In connection with Except as otherwise provided in Section 4.1(c)(ii) or Section 4.1(c)(iii), in the event of a Change of Control, all obligations (A) each TRA Party shall continue as a TRA Party under this Agreement after such Change of Control and will not be entitled to receive the amounts set forth in the remainder of this Section 4.1(c), and (B) Valuation Assumptions (1), (2), (4), and (5) shall apply. (ii) Unless the TRA Party Representative makes the election described in Section 4.1(c)(iii), in the event of a Change of Control, each TRA Party shall have the option to elect to cause all obligations hereunder with respect to the applicable TRA Parties shall any Basis Adjustments Attributable to Exchanges occurring prior to or in connection with such Change of Control to be accelerated (the “Change of Control Acceleration Election”) and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of such Change of Control and shall include, without duplication, (1) the Early Termination Payments calculated with respect to such TRA Parties as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of such Change of Control. Section 4.2 If a TRA Party makes the election described in the preceding sentence, (i) such TRA Party shall be entitled to receive, without duplication, the amounts set forth in clauses (1), (2) and Section 4.3 shall apply, mutatis mutandis, with respect to the determination (3) of the amounts payable by preceding sentence and (ii) any Early Termination Payment described in the Corporationpreceding sentence shall be calculated utilizing the Valuation Assumptions, substituting therein the phrase “date of a Change of Control” in each case where the phrase “Early Termination Date” appears. (iii) In the event of a Change of Control, the TRA Party Representative shall have the option to elect to cause all TRA Parties to be deemed for purposes of this Agreement to have made the Change of Control Acceleration Election, and in such case Section 4.1(c)(ii) shall apply as though each TRA Party had made the Change of Control Acceleration Election thereunder.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation Corporate Taxpayer has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); provided further, for the avoidance of doubt, the last sentence of this Section 4.1(b) shall not apply to any payments due pursuant to an election by a TRA Party for the acceleration upon a Change of Control contemplated by Section 4.1(c). (c) In connection with the event of a Change of Control, all obligations then each TRA Party shall continue as a TRA Party under this Agreement after such Change of Control, in which case such TRA Party will not be entitled to receive the amounts set forth in the remainder of this Section 4.1(c) and Valuation Assumptions (1), (2), (4) and (5) shall apply. Notwithstanding anything to the contrary in the foregoing sentence in this Section 4.1(c), each TRA Party shall have the option to elect to cause all obligations hereunder with respect to the applicable TRA Parties shall any Common Basis or Basis Adjustments Attributable to Exchanges occurring prior to or in connection with such Change of Control to be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of such Change of Control and shall include (1) the Early Termination Payments calculated with respect to such TRA Parties as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of such Change of Control. Section 4.2 If a TRA Party makes the election described in the preceding sentence, (i) such TRA Party shall be entitled to receive the amounts set forth in clauses (1), (2) and Section 4.3 shall apply, mutatis mutandis, with respect to the determination (3) of the amounts payable by preceding sentence and (ii) any Early Termination Payment described in the Corporationpreceding sentence shall be calculated utilizing Valuation Assumptions (1), (2), (3), (4), (5) and (6), substituting in each case the terms “date of a Change of Control” for an “Early Termination Date.”

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation Corporate Taxpayer has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); provided further, for the avoidance of doubt, the last sentence of this Section 4.1(b) shall not apply to any payments due pursuant to an election by a TRA Party for the acceleration upon a Change of Control contemplated by Section 4.1(c). (c) In connection with the event of a Change of Control, all obligations then each TRA Party shall continue as a TRA Party under this Agreement after such Change of Control, in which case such TRA Party will not be entitled to receive the amounts set forth in the remainder of this Section 4.1(c) and Valuation Assumptions (1), (2), (3), (4) and (5) shall apply. Notwithstanding anything to the contrary in the foregoing sentence in this Section 4.1(c), each TRA Party shall have the option to elect to cause all obligations hereunder with respect to the applicable TRA Parties shall any Common Basis or Basis Adjustments Attributable to Exchanges occurring prior to or in connection with such Change of Control to be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of such Change of Control and shall include (1) the Early Termination Payments calculated with respect to such TRA Parties as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of such Change of Control. Section 4.2 If a TRA Party makes the election described in the preceding sentence, (i) such TRA Party shall be entitled to receive the amounts set forth in clauses (1), (2) and Section 4.3 shall apply, mutatis mutandis, with respect to the determination (3) of the amounts payable by preceding sentence and (ii) any Early Termination Payment described in the Corporationpreceding sentence shall be calculated utilizing Valuation Assumptions (1), (2), (3), (4), (5) and (6), substituting in each case the terms “date of a Change of Control” for an “Early Termination Date.”

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the TRA Parties, (ii) the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation Corporate Taxpayer has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply); provided further, but for the Default Rate avoidance of doubt, the last sentence of this Section 4.1(a) shall be replaced not apply to any payments due pursuant to an election by a TRA Party for the Agreed Rateacceleration upon a Change of Control contemplated by Section 4.1(b). (cb) In connection with the event of a Change of Control, all payment obligations under this Agreement with respect to the applicable TRA Parties hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control and shall include, but not be limited to the following: (i) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the effective date of a Change of Control, (ii) payment of any Tax Benefit Payment previously due and payable but unpaid as of the Early Termination Notice, and (iii) except to the extent included in the Early Termination Payment or if included as a payment under clause (ii) of this Section 4.1(b), payment of any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the effective date of a Change of Control. Section 4.2 In the event of a Change of Control, the Early Termination Payment shall be calculated utilizing the Valuation Assumptions and Section 4.3 shall apply, mutatis mutandis, with respect to by substituting in each case the determination terms “the closing date of the amounts payable by the Corporationa Change of Control” for an “Early Termination Date.”

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment or payment made with respect to Section 4.1(c) when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) In connection with the event of a Change of Control, all obligations under this Agreement with respect to the applicable TRA Parties hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and utilizing the Valuation Assumptions by substituting in each case the terms “the closing date of the a Change of Control” in each place where the phrase “Early Termination Date” appears. Section Such obligations shall include, but not be limited to, (1) the Early Termination Payments calculated as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for any Taxable Year ending prior to, with or including the date of such Change of Control (except to the extent that any amounts described in clause (2) or (3) are included in the Early Termination Payments). For the avoidance of doubt, Sections 4.2 and Section 4.3 shall applyapply to a Change of Control, mutatis mutandis, with respect mutadis mutandi. (d) Notwithstanding anything herein to the determination contrary, (1) if the Corporate Taxpayer terminates the BL Investors TRA, it shall be required to terminate this Agreement pursuant to Section 4.1(a), (2) any breach, proceeding or action that results in an acceleration of the amounts payable by BL Investors TRA shall be treated as a breach, proceeding or action that results in an acceleration of this Agreement pursuant to Section 4.1(b), (3) any “Change of Control” for purposes of the CorporationBL Investors TRA shall also be treated as a Change of Control for purposes of this Agreement, and (4) without limiting the foregoing, this Section 4.1 shall be applied consistently to this Agreement and the BL Investors TRA.

Early Termination of Agreement Breach of Agreement. (a) With the prior written approval of the Board (or any Person(s) to whom the Board has delegated such authority), the Corporation The Corporate Taxpayer may terminate this Agreement with respect AmericasActive:18057467.3 to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the such TRA Party; provided, however, that (i) this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt in full of the Early Termination Payment by the all TRA Parties, (ii) and provided, further, that the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and (iii) the Corporation Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). (b) In the event that the Corporation Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when due, a failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseotherwise or (2)(A) shall commence any case, and proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the Corporation fails to cure such breach within 20 Business Days benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the TRA Party Representative informing the Corporation nature referred to in clause (A) above that remains undismissed or undischarged for a period of such breach, then, at the election of the TRA Party Representativesixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach. Procedures , (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply, mutatis mutandis, apply with respect to the determination of the amounts amount payable by the Corporation Corporate Taxpayer pursuant to this Section 4.1(b)sentence. Notwithstanding the foregoingforegoing (other than as set forth in subsection (2) above), in the event that the Corporation Corporate Taxpayer breaches any of its material obligations under this Agreement, the each TRA Party Representative shall be entitled to elect on behalf of all TRA Parties to receive the amounts referred to set forth in this Section 4.1(bclauses (1), (2) and (3) above or to seek specific performance of the terms of this Agreementhereof. The Parties parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if the Corporation Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporation Corporate Taxpayer has insufficient funds to make such payment; provided, (i) the Corporation Corporate Taxpayer has used reasonable efforts to obtain such funds (including by causing the Company or any other Subsidiaries of the Company to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts) and (ii) that the interest provisions of Section 5.3 5.2 shall apply to such late payment (unless the Corporation Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.3 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); provided further, for the avoidance of doubt, the last sentence of this Section 4.1(b) shall not apply to any payments due pursuant to an election by a TRA Party for the acceleration upon a Change of Control contemplated by Section 4.1(c). (c) In connection with the event of a Change of Control, all obligations then each TRA Party shall continue as a TRA Party under this Agreement after such Change of Control, in which case such TRA Party will not be entitled to receive the amounts set forth in the remainder of this Section 4.1(c) and Valuation Assumptions (1), (2), (4) and (5) shall apply. Notwithstanding anything to the contrary in the foregoing sentence in this Section 4.1(c), each TRA Party shall have the option to elect to cause all obligations hereunder with respect to the applicable TRA Parties shall any Blocker Transferred Basis or any Pre-Merger NOLs to be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of such Change of Control and shall include (1) the Early Termination Payments calculated with respect to such TRA Parties as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of such Change of Control. Section 4.2 If a TRA Party makes the election described in the preceding sentence, (i) such TRA Party shall be entitled to receive the amounts set forth in clauses (1), (2) and Section 4.3 shall apply, mutatis mutandis, with respect to the determination (3) of the amounts payable by preceding sentence and (ii) any Early Termination Payment described in the Corporationpreceding sentence shall be calculated utilizing the Valuation Assumptions, substituting in each case the terms “date of a Change of Control” for an “Early Termination Date.”