Extract to table

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I — DEFINITIONS The following terms shall have the meanings set forth below for purposes of this Agreement

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement

In the event that SOFR is discontinued or is otherwise unavailable, the Agreed Rate shall be determined by reference to the replacement rate designated by the Federal Reserve Bank of New York or, in the absence of such designation, by reference to such other comparable benchmark rate as the Corporate Taxpayer and the TRA Holder Representative shall mutually agree

The Blended Tax Rate shall be recomputed for each Taxable Year based on the actual applicable federal and state tax rates in effect for such year

7(c) of the Merger Agreement, and the parties shall construe this definition and such provision harmoniously

The allocation shall be updated to reflect any adjustments required by applicable law or as a result of any Determination