Common use of Breach of Agreement Clause in Contracts

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of 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, then if a majority of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) 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 shall 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 this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment within three (3) months of the date when due, as a result of 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, then if a majority of the Majority TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination PaymentPayment or if included as a payment under clause (ii) of this Section 4.3(a), any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the Majority TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure of the Corporate Taxpayer 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds available to make make, or to the extent that the Corporate Taxpayer is contractually constrained from making, such paymentpayment in the Corporate Taxpayer’s sole judgment exercised in good faith; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES Cactus LLC or any Subsidiary subsidiary of SES Cactus LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property (other than Class A Shares) to its stockholders while any Tax Benefit Payment is due and payable but unpaid. The Corporate Taxpayer shall use its commercially reasonable efforts to maintain sufficient available funds for the purpose of making Tax Benefit Payments under this Agreement and shall use its commercially reasonable efforts to avoid entering into loan agreements that could be reasonably anticipated to materially delay the timing of any Tax Benefit Payments under this Agreement.

Breach of Agreement. (a) In 11.1 The BSP shall at any and all time comply with the event that terms and conditions in this Agreement including the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of failure to honor any other material obligation required hereunder or by operation of law as a result versions of the rejection of this Agreement in a case commenced under Appendices including the Bankruptcy Code or otherwise, then if a majority NBS Handbook that are valid at the given time. Failures and events that are considered material breaches of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, 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 shall Agreement include, but are not limited to, the following: a) The BSP fails to provide sufficient Collateral within the time frame specified in Appendix 2 to meet the Collateral Requirement published by eSett. b) The BSP fails to provide necessary funds on its Settlement Account within the time frame specified in the NBS Handbook to enable the settlement of its outstanding Settlement Amounts. c) The BSP fails to report, repeatedly or in such a way that it prevents eSett from carrying out the Settlement, its Settlement Information to eSett in accordance with the instructions and schedules set out in the NBS Handbook. d) The BSP fails to have a valid BSP Agreement(s) or another relevant agreement with TSO(s) or it otherwise is no longer bound by the terms and conditions set forth by the TSO(s) or fails to follow the balancing or other terms and conditions set by the TSO(s) or fails to have a valid agreement with eSett and the Settlement Bank on the Settlement Account and its disposal. e) The BSP is declared bankrupt or placed in liquidation or shows any other indication of being insolvent. 11.2 eSett shall inform the respective TSO(s) of any material breaches of the Agreement. 12.1 A Party shall not be limited toliable for the failure to perform its obligations pursuant to the Agreement where, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in and for the Early Termination Paymentduration of such failure, any Tax Benefit Payment due for any Taxable Year ending prior toperformance is prevented as a consequence of circumstances such as labour disputes, with embargoes, export control laws, sanctions, fire, natural disasters, acts of sabotage, war, insurrection or including riots, accidents which such party could not reasonably have foreseen at the date time of the breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority execution of the TRA Holders do Agreement and the consequences of which he could not elect reasonably have avoided or overcome. 12.2 It is a condition precedent to treat a Party's right to invoke any of the above-stated circumstances that such breach as an Early Termination pursuant party has notified, or has made reasonable efforts to this Section 4.3(a)notify, the TRA Holders other Party of the occurrence of any such circumstance. Notice shall be entitled provided without unreasonable delay after such time as the Party invoking the circumstance realised or should have realised that a circumstance exists which may be invoked as the grounds for release from the obligation to seek specific performance of perform under the terms hereofAgreement. (b) The parties agree that 12.3 Following such time as the failure grounds for release from the obligation to make any payment due pursuant perform have ceased to this Agreement within three (3) months of exist, the date Party invoking such payment is due grounds shall notify the other Party thereof and, where possible, also provide notice as to when the delayed performance will be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it shall 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 this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaidexecuted.

Breach of Agreement. (a) In the event that the Corporate Taxpayer (i) breaches any of its material obligations under this Agreement, whether as a result of 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 hereunder, or by operation of law as a result of the rejection of this Agreement in a case commenced under the United States Bankruptcy Code or otherwiseotherwise or (ii) (A) shall commence any case, then if 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 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 majority 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 Corporate Taxpayer any case, proceeding or other action of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such electionnature referred to in clause (A) above that remains undismissed or undischarged for a period of sixty (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 breach. Procedures similar to the procedures of Section 4.4 shall includeapply, but shall not be limited tomutatis mutandis, (i) with respect to the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as determination of the date of amount payable by the breach, and (iii) except Corporate Taxpayer pursuant to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachthis Section 4.3(a). Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority the Agent shall be entitled to elect on behalf of the all TRA Holders do not elect for such TRA Holders to treat such breach as an Early Termination pursuant receive the amounts referred to in this Section 4.3(a), the TRA Holders shall be entitled ) or to seek specific performance of the terms hereofunder this Agreement. (b) The parties agree that the failure of the Corporate Taxpayer 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of a material obligation under this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make make, or to the extent that the Corporate Taxpayer is contractually constrained from making, such paymentpayment in the Corporate Taxpayer’s sole judgement exercised in good faith; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES LLC OpCo or any Subsidiary of SES LLC OpCo is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of a material obligation under this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property (other than Class A Shares or other equity interests of the Corporate Taxpayer) to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer Corporation breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of 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, then if then, unless otherwise waived in writing by a majority of the TRA Holders (which majority shall be determined based on the percentages of the TRA Holders set forth on Schedule A, and which shall require a separate waiver from (i) the Onex Representative so electlong as the aggregate percentages set forth on Schedule A of affiliates of Onex is at least 20%; and (ii) the Agent so long as the aggregate percentages set forth on Schedule A of affiliates of the Agent is at least 20%), such breach shall be treated as an Early Termination. Upon such election, Termination and 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachbreach (except to the extent that the amount described in clause (iii) is included in the Early Termination Payment or as a payment under clause (ii)). Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches any of its material obligations under this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), (which majority shall be determined based on the percentages of the TRA Holders set forth on Schedule A, and which shall require a separate waiver from (i) the Onex Representative so long as the aggregate percentages set forth on Schedule A of affiliates of Onex is at least 20%; and (ii) the Agent so long as the aggregate percentages set forth on Schedule A of affiliates of the Agent is at least 20%) shall be entitled to elect to receive the amounts set forth in clauses (i), (ii), and (iii) above or to seek specific performance of the terms hereof. (b) 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 shall 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. The Corporation shall use its commercially reasonable efforts to maintain sufficient available funds for the purpose of making required payments under Section 3.1(a) and shall use its commercially reasonable efforts to avoid entering into credit agreements or other contractual constraints that could be reasonably anticipated to materially delay the timing of any payments under Section 3.1(a). Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer Corporation fails to make any Tax Benefit Payment when payment due pursuant to this Agreement as a result of and to the extent that the Corporate Taxpayer Corporation has insufficient funds to make such payment or is contractually constrained from making such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer Corporation does not have sufficient cash or is not otherwise permitted to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit debt agreements to which SES LLC the Corporation or any Subsidiary of SES LLC its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); provided, further, that the Corporation shall promptly (and provided further in any event, within two (2) Business Days), pay all such unpaid payments, together with accrued and unpaid interest thereon, immediately following such time that it the Corporation has, and to the extent the Corporation has, sufficient funds to make such payment and is not contractually constrained from making such payment, and the failure of the Corporation to do so shall be constitute a breach of this Agreement. For the avoidance of doubt, all cash and cash equivalents used or to be used to pay dividends by, or optionally repurchase equity securities of, the provisions of Section 4.3(a) Corporation shall apply as of the original due date of the Tax Benefit Paymentbe deemed to be funds sufficient and available to pay such unpaid payments, if the Corporate Taxpayer makes together with any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due accrued and payable but unpaidunpaid interest thereon.

Breach of Agreement. If, during the Term of this Agreement, the Company or the Parent Entities (a) In commit any felony offense under U.S. federal law; (b) provide to the event that United States deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) fail to satisfy any Cooperation Obligations as set forth in Paragraph 6 of this Agreement; (d) fail to satisfy the Corporate Taxpayer breaches requirements set forth in Attachment C or Attachment D; or (e) otherwise fail to completely perform or fulfill any of its material the Company’s or the Parent Entities’ obligations under this Agreement, regardless of whether as a result of failure to make any payment when due, as a result of 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, then if a majority of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date United States becomes aware of such a breach and after the Term is complete, the Company shall includethereafter be subject to prosecution for any federal criminal violation of which the United States has knowledge, including, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered charges in the Information described in Paragraph 1, which may be pursued by the United States in the United States District Court for the Southern District of Georgia or any other appropriate venue. Determination of whether the Company or the Parent Entities have breached this Agreement and whether to pursue prosecution of the Company shall be in the United States’ sole discretion. Any such prosecution may be premised on information provided by any source, including but not limited to the date Company and the Parent Entities. Any such prosecution relating to the conduct described in the Statement of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of Facts or relating to conduct known to the United States prior to the date of the breachsigning of this Agreement that is not time-barred by the applicable statute of limitations on the Effective Date of this Agreement may be commenced against the Company, and (iii) except to notwithstanding the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date expiration of the breachstatute of limitations between the Effective Date and the expiration of the Term plus one year. Notwithstanding the foregoingThus, in the event that the Corporate Taxpayer breaches by signing this Agreement, if a majority the Company agrees that the statute of limitations with respect to any such prosecution that is not time- barred on the Effective Date of this Agreement shall be tolled for the duration of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a)Term plus one year. In addition, the TRA Holders shall Company agrees that the statute of limitations as to any felony offense under U.S. federal law that occurs during the Term will be entitled to seek specific performance tolled from the date upon which the offense occurs until the earlier of (a) the date upon which the United States is made aware of the terms hereof. violation or (b) The parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months duration 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 AgreementTerm plus five years, and that it this period shall not be considered to be a breach excluded from any calculation of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months time for purposes of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as application of the original due date statute of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaidlimitations.

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment within three (3) months of the date when due, as a result of 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, then if a majority of the Majority TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachEarly Termination Date. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the Majority TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure of the Corporate Taxpayer 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES Solaris LLC or any Subsidiary subsidiary of SES Solaris LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of 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, then if then, unless otherwise waived in writing by a majority of the TRA Holders so electHolders, such breach shall be treated as an Early Termination. Upon such election, Termination and 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachbreach (except to the extent that the amount described in clause (iii) is included in the Early Termination Payment). Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (i), (ii), and (iii) above or to seek specific performance of the terms hereof. (b) 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 shall 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, : (i) it shall not be a breach of this Agreement (and Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate) if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by credit agreements in respect of indebtedness for borrowed money to which the Select Credit Facility Company, the Corporate Taxpayer, or any other of their Subsidiaries is a party (including, without limitation, limitations on the ability of the Company and its direct or indirect Subsidiaries to make distributions or payments to the Corporate Taxpayer) or the Board determines reasonably and in good faith that making any such distribution or payment would result in a default under any such existing credit agreements agreement in respect of indebtedness for borrowed money to which SES LLC the Company, the Corporate Taxpayer, or any Subsidiary of SES LLC their Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); party and provided further that (ii) it shall not be a breach of this Agreement, Agreement (and the provisions of Section 4.3(a) 5.2 shall apply as of with the original due date of the Tax Benefit Payment, Default Rate applied to any late payments) if the Corporate Taxpayer makes any distribution of cash or other property fails to its stockholders while make any Tax Benefit Payment is when due to the extent that the Board determines reasonably and payable but unpaidin good faith that the Corporate Taxpayer has insufficient funds (taking into account the ability of the Company and its direct or indirect Subsidiaries to make distributions or payments to the Corporate Taxpayer) to make such payment for reasons other than those specified in clause (i) of this sentence. The Corporate Taxpayer shall use its commercially reasonable efforts to maintain sufficient available funds for the purpose of making required payments under this Agreement and shall use its commercially reasonable efforts to avoid entering into credit agreements that could be reasonably anticipated to materially delay the timing of any payments under this Agreement.

Breach of Agreement. (a) In the event that the Corporate Taxpayer Group breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment within three (3) months of the date when due, as a result of 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 United States Bankruptcy Code or otherwise, then if a majority of the Majority TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, all obligations hereunder shall be 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 shall not be limited to, (i) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) payment of any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination PaymentPayment or if included as a payment under clause (ii) of this Section 4.3(a), any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Group breaches this Agreement, if a majority of the Majority TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure of the Corporate Taxpayer Group 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer Group fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer Group has insufficient funds available to make make, or to the extent that the Corporate Taxpayer Group is contractually constrained from making, such paymentpayment in the Corporate Taxpayer Group’s sole judgment exercised in good faith; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer Group does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES OpCo LLC or any Subsidiary of SES OpCo LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer Group makes any distribution of cash or other property (other than Class A Shares) to its stockholders while any Tax Benefit Payment is due and payable but unpaid. The Corporate Taxpayer Group shall use its commercially reasonable efforts to maintain sufficient available funds for the purpose of making Tax Benefit Payments under this Agreement and shall use its commercially reasonable efforts to avoid entering into loan agreements that could be reasonably anticipated to materially delay or restrict the timing of any Tax Benefit Payments payable under this Agreement.

Breach of Agreement. (a) In the event that the Corporate Taxpayer Gazelle Member breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment within three (3) months of the date when due, as a result of 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, then if a majority of the TRA Holders Holder so electelects, such breach shall be treated as an Early Termination; provided that, in all instances, the Gazelle Member shall be given sixty (60) days after notice of such election in which to cure any breach. Upon such election, and the Gazelle Member’s failure to timely cure, 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) include any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachbut not previously paid. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Gazelle Member breaches this Agreement, if a majority of the TRA Holders do Holder does not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a4.2(a), the TRA Holders Holder shall be entitled to seek specific performance of the terms hereof. (b) 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer Gazelle Member fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds Company is unable to make distributions in respect of such paymentTax Benefit Payment pursuant to Section 4.02 of the Company LLC Agreement; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate)payment; and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a4.2(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer Corporation breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of 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, then if a majority of then, unless otherwise waived or directed in writing by the TRA Holders so electAgent, such breach shall be treated as an Early Termination. Upon such election, Termination and 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachbreach (except to the extent that the amount described in clause (iii) is included in the Early Termination Payment). Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches any of its material obligations under this Agreement, if a majority of then, unless otherwise waived in writing by the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a)Agent, the TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (i), (ii), and (iii) above or to seek specific performance of the terms hereof. (b) 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 shall 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. The Corporation shall use its commercially reasonable efforts to maintain sufficient available funds for the purpose of making required payments under this Agreement and shall use its commercially reasonable efforts to avoid entering into credit agreements that could be reasonably anticipated to materially delay the timing of any payments under this Agreement. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer Corporation fails to make any Tax Benefit Payment when payment due pursuant to this Agreement as a result of and to the extent that the Corporate Taxpayer Corporation has insufficient funds to make such payment despite using reasonable best efforts to obtain funds to make such payment (including by causing the Company or any of its Subsidiaries 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 the interest provisions of Section 5.2 shall apply to such late payment payment; provided, further, that the Corporation shall promptly (unless and in any event, within two (2) Business Days), pay all such unpaid payments, together with accrued and unpaid interest thereon, immediately following such time that the Corporate Taxpayer does not have Corporation has, and to the extent the Corporation has, sufficient cash funds to make such payment as a result payment, and the failure of limitations imposed by the Select Credit Facility or any other existing credit agreements Corporation to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 do so shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be constitute a breach of this Agreement. For the avoidance of doubt, all cash and cash equivalents used or to be used to pay dividends by, or repurchase equity securities of, the provisions of Section 4.3(a) Corporation shall apply as of the original due date of the Tax Benefit Paymentbe deemed to be funds sufficient and available to pay such unpaid payments, if the Corporate Taxpayer makes together with any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due accrued and payable but unpaidunpaid interest thereon.

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment within three (3) months of the date when due, as a result of 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, then if a majority of the Majority TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachEarly Termination Date. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the Majority TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure of the Corporate Taxpayer 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES Solaris LLC or any Subsidiary subsidiary of SES Solaris LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer (i) breaches any of its material obligations under this Agreement, whether as a result of 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 hereunder, or by operation of law as a result of the rejection of this Agreement in a case commenced under the United States Bankruptcy Code or otherwiseotherwise or (ii) (A) shall commence any case, then if 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 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 majority 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 Corporate Taxpayer any case, proceeding or other action of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such electionnature referred to in clause (A) above that remains undismissed or undischarged for a period of sixty (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 breach. Procedures similar to the procedures of Section 4.4 shall includeapply, but shall not be limited tomutatis mutandis, (i) with respect to the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as determination of the date of amount payable by the breach, and (iii) except Corporate Taxpayer pursuant to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachthis Section 4.3(a). Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the Majority TRA Holders shall be entitled to elect jointly on behalf of all TRA Holders for such TRA Holders to receive the amounts referred to in this Section 4.3(a) or to seek specific performance of the terms hereofunder this Agreement. (b) The parties agree that the failure of the Corporate Taxpayer 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of a material obligation under this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make make, or to the extent that the Corporate Taxpayer is contractually constrained from making, such paymentpayment in the Corporate Taxpayer’s sole judgement exercised in good faith; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES LLC OpCo or any Subsidiary of SES LLC OpCo is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of a material obligation under this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property (other than Class A Shares or other equity interests of the Corporate Taxpayer) to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when dueas described in Section 4.3(b), as a result of 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 United States Bankruptcy Code or otherwise, then if a majority of the Supermajority TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, all obligations hereunder shall be 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 shall not be limited to, (i) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) payment of any Tax Benefit Payment previously in respect of a TRA Holder agreed to by the Corporate Taxpayer and such TRA Holder as due and payable but unpaid as of the date of the breachdeemed Early Termination Notice, and (iii) except to the extent included in the Early Termination PaymentPayment or as a payment under clause (ii) of this Section 4.3(a), payment of any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachEarly Termination Date. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the Supermajority TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure of the Corporate Taxpayer 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds available to make make, or to the extent that the Corporate Taxpayer is contractually constrained from making, such paymentpayment in the Corporate Taxpayer’s sole judgment exercised in good faith; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES OneWater LLC or any Subsidiary of SES OneWater LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property (other than Class A Shares or other equity interests of the Corporate Taxpayer) to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. If the Defendant (a) In commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information; (c) fails to cooperate as set forth in Paragraphs 9 and 10 of this Agreement; (d) commits any acts that, had they occurred within the event that jurisdictional reach of the Corporate Taxpayer breaches any FCPA, would be a violation of its material the FCPA; or (e) otherwise fails specifically to perform or to fulfill completely each of the Defendant’s obligations under this the Agreement, regardless of whether as the Offices become aware of such a result breach after the Term, the Defendant shall thereafter be subject to prosecution for any federal criminal violation of failure to make any payment when duewhich the Offices have knowledge, as a result of failure to honor which may be pursued by the Offices or any other material obligation required hereunder or by operation United States Attorney’s Office. Determination of law as a result whether the Defendant has breached the Agreement and whether to pursue prosecution of the rejection Defendant shall be in the Offices’ sole discretion. Any such prosecution may be premised on information provided by the Defendant or its personnel. Any such prosecution relating to the conduct described in the Information and the attached Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement in a case commenced under was signed that is not time-barred by the Bankruptcy Code or otherwise, then if a majority applicable statute of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered limitations on the date of the signing of this Agreement may be commenced against the Defendant, notwithstanding the expiration of the statute of limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Defendant agrees that the statute of limitations with respect to any such breach and shall include, but shall prosecution that is not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered time-barred on the date of a breachthe signing of this Agreement shall be tolled for the Term plus one year. The Defendant gives up all defenses based on the statute of limitations, (ii) any Tax Benefit Payment previously due and payable but unpaid claim of pre-indictment delay, or any speedy trial claim with respect to any such prosecution or action, except to the extent that such defenses existed as of the date of the breachsigning of this Agreement. In addition, the Defendant agrees that the statute of limitations as to any violation of federal law that occurs during the term of the cooperation obligations provided for in Paragraphs 9 and (iii) except to 10 of the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including Agreement will be tolled from the date of upon which the breach. Notwithstanding violation occurs until the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months earlier of the date such payment is due shall be deemed to be a breach upon which the Offices are made aware of a material obligation under this Agreement for all purposes the violation or the duration of this Agreementthe Term plus five years, and that it this period shall not be considered to be a breach excluded from any calculation of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months time for purposes of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as application of the original due date statute of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaidlimitations.

Breach of Agreement. (a) In the event that the Corporate Taxpayer Corporation breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when duedue (as described below), as a result of 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, then if a majority of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, all obligations hereunder shall be accelerated and such obligations the Corporation shall be calculated as if an Early Termination Notice had been delivered on pay to the date of such breach and shall include, but shall not be limited to, Existing Stockholders (i1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breachPayment, (ii2) any Annual Tax Benefit Payment previously agreed to by the Corporation and the Existing Stockholders as due and payable but unpaid as of the date of the breach, Early Termination Date and (iii3) except to the extent included in the Early Termination Payment, any Annual Tax Benefit Payment due for any the Taxable Year ending prior to, with or including the date of the a breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders Existing Stockholders shall be entitled to elect to receive the amounts set forth in (1), (2) and (3) above or to seek specific performance of the terms hereof. (b) . In the event of a breach of a material obligation under this Agreement, the Early Termination Payment shall be calculated utilizing the Valuation Assumptions. 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 shall 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 that in the event that payment is not made within six months of the date such payment is due, the Existing Stockholders (through the Existing Stockholders Representative) shall be required to give written notice to the Corporation that the Corporation has breached its material obligations and so long as such payment is made within five Business Days of the delivery of such notice to the Corporation, the Corporation shall no longer be deemed to be in material breach of its obligations under this Agreement. Notwithstanding anything in The parties agree that any breach of Section 7.15 of this Agreement by the Corporation (without obtaining the advance written consent of the Existing Stockholders Representative) shall be deemed to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of material obligation under this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this AgreementAgreement or the PE TRA, whether as a result of failure to make any payment within three (3) months of the date when due, as a result of failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement or the PE TRA in a case commenced under the United States Bankruptcy Code or otherwise, then if a majority of the Majority TRA Holders so elect, such breach shall be treated as an Early TerminationTermination hereunder. Upon such election, all payment obligations hereunder shall be automatically accelerated and shall become due and payable in accordance with Section 4.5(a), 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 shall not be limited to, (i) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) payment of any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination PaymentPayment or if included as a payment under clause (ii) of this Section 4.3(a), any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the Majority TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure of the Corporate Taxpayer 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds available to make make, or to the extent that the Corporate Taxpayer is contractually constrained from making, such paymentpayment in the Corporate Taxpayer’s sole discretion, exercised in good faith; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES Focus LLC or any Subsidiary of SES Focus LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders equity holders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this AgreementAgreement or the Non-PE TRA, whether as a result of failure to make any payment within three (3) months of the date when due, as a result of failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement or the Non-PE TRA in a case commenced under the United States Bankruptcy Code or otherwise, then if a majority of the Majority TRA Holders and the Required TRA Holders so elect, such breach shall be treated as an Early TerminationTermination hereunder. Upon such election, all payment obligations hereunder shall be automatically accelerated and shall become due and payable in accordance with Section 4.5(a), 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 shall not be limited to, (i) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) payment of any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination PaymentPayment or if included as a payment under clause (ii) of this Section 4.3(a), any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the Majority TRA Holders and the Required TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure of the Corporate Taxpayer 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds available to make make, or to the extent that the Corporate Taxpayer is contractually constrained from making, such paymentpayment in the Corporate Taxpayer’s sole discretion, exercised in good faith; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES Focus LLC or any Subsidiary of SES Focus LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders equity holders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of 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, then if then, unless otherwise waived in writing by a majority of the TRA Holders so electHolders, such breach shall be treated as an Early Termination. Upon such election, Termination and 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachbreach (except to the extent that the amount described in clause (iii) is included in the Early Termination Payment). Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (i), (ii), and (iii) above or to seek specific performance of the terms hereof. (b) 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 shall 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 The Corporate Taxpayer shall use its commercially reasonable efforts to maintain sufficient available funds for the purpose of making required payments under this Agreement and shall use its commercially reasonable efforts to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing avoid entering into credit agreements that could be reasonably anticipated to which SES LLC or materially delay the timing of any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of payments under this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer Corporation breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of 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, then if then, unless otherwise waived in writing by a majority of the TRA Holders so electHolders, such breach shall be treated as an Early Termination. Upon such election, Termination and 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachbreach (except to the extent that the amount described in clause (iii) is included in the Early Termination Payment). Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches any of its material obligations under this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (i), (ii), and (iii) above or to seek specific performance of the terms hereof. (b) 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 shall 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. The Corporation shall use its commercially reasonable efforts to maintain sufficient available funds for the purpose of making required payments under this Agreement and shall use its commercially reasonable efforts to avoid entering into credit agreements that could be reasonably anticipated to materially delay the timing of any payments under this Agreement. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer Corporation fails to make any Tax Benefit Payment when payment due pursuant to this Agreement as a result of and to the extent that the Corporate Taxpayer Corporation has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer Corporation does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit debt agreements to which SES LLC the Corporation or any Subsidiary of SES LLC its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); provided, further, that the Corporation shall promptly (and provided further in any event, within two (2) Business Days), pay all such unpaid payments, together with accrued and unpaid interest thereon, immediately following such time that it the Corporation has, and to the extent the Corporation has, sufficient funds to make such payment, and the failure of the Corporation to do so shall be constitute a breach of this Agreement. For the avoidance of doubt, all cash and cash equivalents used or to be used to pay dividends by, or repurchase equity securities of, the provisions of Section 4.3(a) Corporation shall apply as of the original due date of the Tax Benefit Paymentbe deemed to be funds sufficient and available to pay such unpaid payments, if the Corporate Taxpayer makes together with any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due accrued and payable but unpaidunpaid interest thereon.

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when dueas described in Section 4.3(b), as a result of 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 United States Bankruptcy Code or otherwise, then if a majority of the Supermajority TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, all obligations hereunder shall be 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 shall not be limited to, (i) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) payment of any Tax Benefit Payment previously agreed to by the Corporate Taxpayer and the Agent as due and payable but unpaid as of the date of the breachdeemed Early Termination Notice, and (iii) except to the extent included in the Early Termination PaymentPayment or as a payment under clause (ii) of this Section 4.3(a), payment of any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachEarly Termination Date. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the Supermajority TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure of the Corporate Taxpayer 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds available to make make, or to the extent that the Corporate Taxpayer is contractually constrained from making, such payment; payment in the Corporate Taxpayer’s sole judgment exercised in good faith; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES Sunlight Financial LLC or any Subsidiary of SES Sunlight Financial LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and Rate); provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property (other than Class A Shares or other equity interests of the Corporate Taxpayer) to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In If the event that the Corporate Taxpayer Parent Corporation breaches any of its material obligations under this Agreement, whether as a result of failure to make (or cause to be made) any payment when due, as a result of 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 such breach is not cured by the Parent Corporation within 30 days after written notice is provided by any TRA Holder, then if the TRA Holders who would be entitled to receive a majority of the Early Termination Payments payable to all TRA Holders hereunder as of the date of the breach (excluding, for purposes of this sentence, all payments made to any TRA Holder pursuant to this Agreement as of the date of the breach) so elect, such breach shall be treated as an Early Termination. Upon such election, 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 shall include, but shall not be limited to, include (i) the Early Termination Payment Payment, calculated as if an Early Termination Notice had been delivered on the date of a breach, breach and (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the a breach. Notwithstanding the foregoing, in if the event that the Corporate Taxpayer Parent Corporation or Blocker breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (i) and (ii) above or to seek specific performance of the terms hereof. (b) 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 shall 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 this Agreement if the Corporate Taxpayer Parent Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer Parent Corporation has insufficient funds to make such payment; provided that the . The interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer Parent Corporation does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit debt agreements to which SES LLC Parent Corporation or any Subsidiary of SES LLC Parent Corporation is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it . It shall be a breach of this Agreement, and the provisions of Section 4.3(a4.2(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer Parent Corporation makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer (i) breaches any of its material obligations under this Agreement, whether as a result of 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 hereunder, or by operation of law as a result of the rejection of this Agreement in a case commenced under the United States Bankruptcy Code or otherwiseotherwise or (ii) (A) shall commence any case, then if 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 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 majority 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 Corporate Taxpayer any case, proceeding or other action of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such electionnature referred to in clause (A) above that remains undismissed or undischarged for a period of sixty (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 breach. Procedures similar to the procedures of Section 4.4 shall includeapply, but shall not be limited tomutatis mutandis, (i) with respect to the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as determination of the date of amount payable by the breach, and (iii) except Corporate Taxpayer pursuant to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachthis Section 4.3(a). Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the Majority TRA Holders shall be entitled to elect jointly on behalf of all TRA Holders for such TRA Holders to receive the amounts referred to in this Section 4.3(a) or to seek specific performance of the terms hereofunder this Agreement. (b) The parties agree that the failure of the Corporate Taxpayer 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of a material obligation under this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make make, or to the extent that the Corporate Taxpayer is contractually constrained from making, such paymentpayment in the Corporate Taxpayer’s sole judgement exercised in good faith; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES ProFrac LLC or any Subsidiary of SES ProFrac LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of a material obligation under this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property (other than Class A Shares or other equity interests of the Corporate Taxpayer) to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. If the Defendant (a) In commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information; (c) fails to cooperate as set forth in Paragraphs 10 and 11 of this Agreement; (d) fails to implement a compliance program as set forth Attachment C; or (e) otherwise fails specifically to perform or to fulfill completely each of the event that the Corporate Taxpayer breaches any of its material Defendant’s obligations under this the Agreement, regardless of whether as the Fraud Section and the Office becomes aware of such a result breach after the Cooperation Period has expired, the Defendant shall thereafter be subject to prosecution for any federal criminal violation of failure to make any payment when duewhich the Fraud Section and the Office has knowledge, as a result of failure to honor which may be pursued by the Office in the U.S. District Court for the Connecticut or any other material obligation required hereunder or by operation appropriate venue. Determination of law as a result whether the Defendant has breached the Agreement and whether to pursue prosecution of the rejection of Defendant shall be in the Fraud Section and the Office’s exclusive discretion. Any such prosecution may be premised on information provided by the Defendant. Any such prosecution relating to conduct known to the Fraud Section and the Office prior to the date on which this Agreement in a case commenced under was signed that is not time-barred by the Bankruptcy Code or otherwise, then if a majority applicable statute of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered limitations on the date of the signing of this Agreement may be commenced against the Defendant, notwithstanding the expiration of the statute of limitations, between the signing of this Agreement and the expiration of the Cooperation Period plus one year. Thus, by signing this Agreement, the Defendant agrees that the statute of limitations with respect to any such breach and shall include, but shall prosecution that is not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered time-barred on the date of a breachthe signing of this Agreement shall be tolled for the Cooperation Period plus one year. The Defendant gives up all defenses based on the statute of limitations, (ii) any Tax Benefit Payment previously due and payable but unpaid claim of pre-indictment delay, or any speedy trial claim with respect to any such prosecution or action, except to the extent that such defenses existed as of the date of the breachsigning of this Agreement. In addition, and (iii) except the Defendant agrees that the statute of limitations as to any criminal violation of U.S. federal law that occurs during the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including Cooperation Period will be tolled from the date of upon which the breach. Notwithstanding violation occurs until the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months earlier of the date such payment is due shall be deemed to be a breach upon which the Fraud Section and the Office are made aware of a material obligation under this Agreement for all purposes the violation or the duration of this Agreementthe Cooperation Period plus five years, and that it this tolling period shall not be considered to be a breach excluded from any calculation of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months time for purposes of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as application of the original due date statute of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaidlimitations.

Breach of Agreement. (a) In the event that the Corporate Taxpayer Corporation materially breaches any of its material obligations under this Agreement, whether Agreement as a result of either (i) 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, and then only with respect to the amount in dispute), or (ii) as a result of 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 Code, unless otherwise waived or otherwise, then if directed in writing by the Agent or a majority of the Self-Represented TRA Holders so elect, such breach shall Holder (which may be treated as an Early Termination. Upon such electionretroactive) and subject to Section 4.3(b), 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 event (a “Breach”) (provided, that in the case of a Breach described in clause (i), no such acceleration shall occur earlier than 30 calendar days following receipt by the Corporation of written notice from the Agent or a Self-Represented TRA Holder of such Breach, and receipt of such written notice shall be a condition precedent to any such acceleration) and shall include, but shall not be limited to, include (ix) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breachsuch Breach, (iiy) any Tax Benefit Payment previously due and payable but unpaid as of the date of such Breach (which Tax Benefit Payments, for the breachavoidance of doubt, and (iii) except to the extent shall not be included in the Early Termination Payment, Payment described in clause (x)) and (z) any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of such Breach (except to the breach. Notwithstanding extent that the foregoing, amount described in this clause (z) is included in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(aPayment or is included in clause (y), the TRA Holders shall be entitled to seek specific performance of the terms hereof). (b) The parties hereto agree that the failure to make any payment due pursuant to this Agreement within three sixty (360) months days 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 shall 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 sixty (360) months days of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer Corporation fails to make any Tax Benefit Payment when payment due pursuant to this Agreement as a result of and to the extent that the Corporate Taxpayer Corporation has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment payment; provided, further, that the Corporation shall promptly (unless and in any event, within two Business Days) pay all such unpaid payments, together with accrued and unpaid interest thereon, as soon as reasonably practicable following such time that the Corporate Taxpayer does not have Corporation has, and to the extent the Corporation has, sufficient cash funds to make such payment as a result payment; provided, further, for the avoidance of limitations imposed by doubt, the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach penultimate sentence of this Agreement, and the provisions of Section 4.3(a4.3(b) shall not apply as of the original to any payments due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property pursuant to its stockholders while any Tax Benefit Payment is due and payable but unpaidSection 4.2.

Breach of Agreement. (a) In the event that the Corporate Taxpayer Parent Corporation breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of 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 such breach is not cured by the Parent Corporation within thirty (30) days after notice is provided by the Agent, then if a majority of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, 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 shall include, but shall not be limited to, include (i) the Early Termination Payment Payment, calculated as if an Early Termination Notice had been delivered on the date of a breach, breach and (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the a breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Parent Corporation breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (i) and (ii) above or to seek specific performance of the terms hereof. (b) 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 shall 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 this Agreement if the Corporate Taxpayer Parent Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer Parent Corporation has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer Parent Corporation does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC Parent Corporation or any Subsidiary of SES LLC Parent Corporation is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a4.2(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer Parent Corporation makes any distribution of cash or other property to its stockholders shareholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer Parent Corporation breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of 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 such breach is not cured by the Parent Corporation within thirty (30) days after notice is provided by the Seller, then if a majority at the election of the TRA Holders so electSeller, such breach shall be treated as an Early Termination. Upon such election, 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 shall include, but shall not be limited to, include (i) the Early Termination Payment Payment, calculated as if an Early Termination Notice had been delivered on the date of a breach, breach and (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the a breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Parent Corporation breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (i) and (ii) above or to seek specific performance of the terms hereof. (b) 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 shall 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 this Agreement if the Corporate Taxpayer Parent Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer Parent Corporation has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer Parent Corporation does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC Parent Corporation or any Subsidiary of SES LLC Parent Corporation is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a4.2(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer Parent Corporation makes any distribution of cash or other property to its stockholders shareholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer Parent Corporation or Blocker Corp. breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of 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 such breach is not cured by the Parent Corporation or Blocker Corp., as applicable, within thirty (30) days after written notice is provided by Prism or Agent, then if the TRA Holders who would be entitled to receive a majority of the Early Termination Payments payable to all TRA Holders hereunder as of the date of the breach (excluding, for purposes of this sentence, all payments made to any TRA Holder pursuant to this Agreement as of the date of the breach) so elect, such breach shall be treated as an Early Termination. Upon such election, 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 shall include, but shall not be limited to, include (i) the Early Termination Payment Payment, calculated as if an Early Termination Notice had been delivered on the date of a breach, breach and (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the a breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Parent Corporation or Blocker Corp. breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (i) and (ii) above or to seek specific performance of the terms hereof. (b) 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 shall 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 this Agreement if the Corporate Taxpayer Parent Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer Parent Corporation has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer Parent Corporation does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC Parent Corporation or any Subsidiary of SES LLC Parent Corporation is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further provided, further, that it shall be a breach of this Agreement, and the provisions of Section 4.3(a4.2(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer Parent Corporation makes any distribution of cash or other property to its stockholders shareholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment within three (3) months of the date when due, as a result of 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 United States Bankruptcy Code or otherwise, then if a majority of the Majority TRA Holders so elect, such breach shall be treated as an Early Termination hereunder, provided that if there is a contemporaneous breach of the Corporate Taxpayer’s material obligations under the Non-PE TRA, then the Majority Non-PE TRA Holders must have also elected to treat such breach of the Non-PE TRA as an “Early Termination” under the Non-PE TRA in order for the TRA Holders to elect to treat the contemporaneous breach of this Agreement as an Early Termination hereunder. Upon such electionelections, all payment obligations hereunder shall be automatically accelerated and shall become due and payable in accordance with Section 4.5(a), 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 shall not be limited to, (i) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) payment of any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination PaymentPayment or if included as a payment under clause (ii) of this Section 4.3(a), any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the Majority TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof, provided that if the Majority Non-PE TRA Holders have not elected to treat such breach as an “Early Termination” under the Non-PE TRA, then the Non-PE TRA Holders must have also sought specific performance of the terms of the Non-PE TRA under one or more similar provisions of the Non-PE TRA in order for the TRA Holders to seek specific performance of this Agreement. (b) The parties agree that the failure of the Corporate Taxpayer 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds available to make make, or to the extent that the Corporate Taxpayer is contractually constrained from making, such paymentpayment in the Corporate Taxpayer’s sole discretion, exercised in good faith; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES Focus LLC or any Subsidiary of SES Focus LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders equity holders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. If the Defendant: (a) In the event that the Corporate Taxpayer breaches commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information; (c) fails to cooperate as set forth in Paragraph 12 of its material obligations under this Agreement, whether ; (d) fails to implement a compliance program as a result of failure to make any payment when due, as a result of failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection set forth in Paragraphs 9 and 10 of this Agreement and Attachment C; (e) fails to satisfy the enhanced compliance reporting requirements set forth in Paragraph 25 of this Agreement and Attachment D; (f) commits any acts that, had they occurred within the jurisdictional reach of the FCPA, would be a case commenced violation of the FCPA; or (g) otherwise fails specifically to perform or to fulfill completely each of the Defendant’s obligations under the Bankruptcy Code Agreement, regardless of whether the Offices become aware of such a breach after the Term, the Defendant shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charge in the Information described in Paragraph 3, which may be pursued by the Offices in the United States District Court for the Eastern District of New York or otherwise, then if a majority any other appropriate venue. Determination of whether the Defendant has breached the Agreement and whether to pursue prosecution of the TRA Holders so elect, such breach Defendant shall be treated as an Early Terminationin the Offices’ sole discretion. Upon Any such election, all obligations hereunder shall prosecution may be accelerated premised on information provided by the Defendant or its personnel. Any such prosecution relating to the conduct described in the Information and such obligations shall be calculated as if an Early Termination Notice had been delivered the attached Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Defendant, notwithstanding the expiration of the statute of limitations, between the signing of this Agreement and the expiration of the Term of the Agreement plus one year. Thus, by signing this Agreement, the Defendant agrees that the statute of limitations with respect to any such breach and shall include, but shall prosecution that is not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered time-barred on the date of a breachthe signing of this Agreement shall be tolled for the Term of the Agreement plus one (1) year. The Defendant gives up all defenses based on the statute of limitations, (ii) any Tax Benefit Payment previously due and payable but unpaid claim of pre-indictment delay, or any speedy trial claim with respect to any such prosecution or action, except to the extent that such defenses existed as of the date of the breachsigning of this Agreement. In addition, and (iii) except the Defendant agrees that the statute of limitations as to any violation of federal law that occurs during the extent included term of the cooperation obligations provided for in Paragraph 12 of the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including Agreement will be tolled from the date of upon which the breach. Notwithstanding violation occurs until the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months earlier of the date such payment is due shall be deemed to be a breach upon which the Offices are made aware of a material obligation under this Agreement for all purposes the violation or the duration of this Agreementthe Term plus five (5) years, and that it this period shall not be considered to be a breach excluded from any calculation of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months time for purposes of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as application of the original due date statute of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaidlimitations.

Breach of Agreement. (a) In the event that the Corporate Taxpayer Company breaches any of its material obligations under this Agreement, whether as a result of a failure to make any payment when duedue (as described below), as a result of 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, then if a majority of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, all obligations hereunder shall be accelerated accelerated, and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the date of such breach and shall include, but shall not be limited to, (i1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a such breach, (ii2) any Tax Benefit Payment previously agreed by the Company and the Shareholders' Representative as due and payable but unpaid as of the date of the breachEarly Termination Date, and (iii3) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any the Taxable Year ending prior to, with or including the date of the breachsuch Early Termination Date. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Company breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders Shareholders shall be entitled to elect to receive the amounts set forth in (1), (2) and (3) above or to seek specific performance of the terms hereof. (b) . The parties agree that that, subject to Section 6.13, 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 shall 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 ; provided, however, that in this Agreement the event that payment is not made within three (3) months of the date such payment is due, the Shareholders (through the Shareholders' Representative) shall be required to give written notice to the contraryCompany that the Company has breached its material obligations, it and so long as such payment is made within five (5) Business Days of the delivery of such notice to the Company, the Company shall not no longer be a deemed to be in breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of material obligation under this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. If the Defendant (a) In the event that the Corporate Taxpayer breaches commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information; (c) fails to cooperate as set forth in Paragraphs 10 and 11 of its material obligations under this Agreement, whether ; (d) fails to implement a compliance program as a result of failure to make any payment when due, as a result of failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection set forth in Paragraph 8 of this Agreement in and Attachment C; (e) commits any acts that, had they occurred within the jurisdictional reach of Title 18, would be a case commenced under the Bankruptcy Code violation of Title 18; or otherwise, then if a majority (f) otherwise fails specifically to perform or to fulfill completely each of the TRA Holders so electFraud Section becomes aware of such a breach after the term specified in Paragraph 1 of the Agreement, such breach the Defendant shall thereafter be subject to prosecution for any federal criminal violation of which the Fraud Section has knowledge, including, but not limited to, the charges in the Information described in Paragraph 1, which may be pursued by the Fraud Section in the U.S. District Court for the District of Columbia or any other appropriate venue. Determination of whether the Defendant has breached the Agreement and whether to pursue prosecution of the Defendant shall be treated as an Early Terminationin the Fraud Section sole discretion. Upon Any such election, all obligations hereunder shall prosecution may be accelerated and premised on information provided by the Defendant. Any such obligations shall be calculated as if an Early Termination Notice had been delivered prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Fraud Section prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Defendant, notwithstanding the expiration of the statute of limitations, between the signing of this Agreement and the expiration of the term described in Paragraph 1 of the Agreement plus one year. Thus, by signing this Agreement, the Defendant agrees that the statute of limitations with respect to any such breach and shall include, but shall prosecution that is not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered time-barred on the date of a breachthe signing of this Agreement shall be tolled for the term described in Paragraph 1 of the Agreement plus one year. The Defendant gives up all defenses based on the statute of limitations, (ii) any Tax Benefit Payment previously due and payable but unpaid claim of pre-indictment delay, or any speedy trial claim with respect to any such prosecution or action, except to the extent that such defenses existed as of the date of the breachsigning of this Agreement. In addition, and (iii) except the Defendant agrees that the statute of limitations as to any violation of federal law that occurs during the extent included term of the cooperation obligations provided for in Paragraph 10 of the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including Agreement will be tolled from the date of upon which the breach. Notwithstanding violation occurs until the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months earlier of the date such payment upon which the Fraud Section is due shall be deemed to be a breach made aware of a material obligation under this Agreement for all purposes the violation or the duration of this Agreementthe term plus five years, and that it this period shall not be considered to be a breach excluded from any calculation of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months time for purposes of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as application of the original due date statute of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaidlimitations.

Breach of Agreement. (a) In the event that the Corporate Taxpayer Parent Corporation breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of 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 such breach is not cured by the Parent Corporation within thirty (30) days after notice is provided by the Agent, then if a majority of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, all obligations hereunder shall be accelerated and such such (1) NTD: To be determined prior to the Closing Date in the sole discretion of the Agent. obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but shall not be limited to, include (i) the Early Termination Payment Payment, calculated as if an Early Termination Notice had been delivered on the date of a breach, breach and (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the a breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Parent Corporation breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (i) and (ii) above or to seek specific performance of the terms hereof. (b) 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 shall 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 this Agreement if the Corporate Taxpayer Parent Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer Parent Corporation has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer Parent Corporation does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC Parent Corporation or any Subsidiary of SES LLC Parent Corporation is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a4.2(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer Parent Corporation makes any distribution of cash or other property to its stockholders shareholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer Parent Corporation breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of 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 such breach is not cured by the Parent Corporation within thirty (30) days after notice is provided by the Seller, then if a majority at the election of the TRA Holders so electSeller, such breach shall be treated as an Early Termination. Upon such election, 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 shall include, but shall not be limited to, include (i) the Early Termination Payment Payment, calculated as if an Early Termination Notice had been delivered on the date of a breach, breach and (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the a breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Parent Corporation breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (i) and (ii) above or to seek specific performance of the terms hereof. (b) 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 shall 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 this Agreement if the Corporate Taxpayer Parent Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer Parent Corporation has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 5,2 shall apply to such late payment (unless the Corporate Taxpayer Parent Corporation does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC Parent Corporation or any Subsidiary of SES LLC Parent Corporation is a party, in which case Section 5.2 5,2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a4.2(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer Parent Corporation makes any distribution of cash or other property to its stockholders shareholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer Group breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment within three (3) months of the date when due, as a result of 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 United States Bankruptcy Code or otherwise, then if a majority of the Majority TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, all obligations hereunder shall be 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 shall not be limited to, (i) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) payment of any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination PaymentPayment or if included as a payment under clause (ii) of this Section 4.3(a), any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Group breaches this Agreement, if a majority of the Majority TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure of the Corporate Taxpayer Group 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer Group fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer Group has insufficient funds available to make make, or to the extent that the Corporate Taxpayer Group is contractually constrained from making, such paymentpayment in the Corporate Taxpayer Group’s sole judgment exercised in good faith; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer Group does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES OpCo LLC or any Subsidiary of SES OpCo LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer Group makes any distribution of cash or other property (other than Common Shares) to its stockholders while any Tax Benefit Payment is due and payable but unpaid. The Corporate Taxpayer Group shall use its commercially reasonable efforts to maintain sufficient available funds for the purpose of making Tax Benefit Payments under this Agreement and shall use its commercially reasonable efforts to avoid entering into loan agreements that could be reasonably anticipated to materially delay or restrict the timing of any Tax Benefit Payments payable under this Agreement.

Breach of Agreement. In the event the Executive materially breaches Article IV of the Employment Agreement, the Company may, in its sole discretion (a) In recover all or any portion of the event that amounts in Sections 4(a)(i)-(v) already paid to the Corporate Taxpayer breaches Executive from the date of such breach; (b) to the extent any amount in Sections 4(a)(i)-(v) has not been paid to the Executive in full, terminate the remaining amounts and the Executive will not be eligible to receive any further payments; (c) if the Company is the prevailing party, recover attorneys’ fees, expenses, and costs the Company incurs in a legal action to recover the payments covered by clause (a) of its material obligations under this AgreementSection 16, whether capped at $25,000 in the aggregate; and/or (d) file a claim to recover any and all other damages to which the Company may be entitled at law or in equity as a result of failure such a breach of Article IV of the Employment Agreement by the Executive. Prior to make forfeiting or pursuing a claim to recover the amounts in Sections 4(a)(i)-(v) or a claim for damages, however, the Company agrees that it will provide the Executive with written notice of the acts or omissions giving rise to such action by the Company and, if curable, no less than 10 days to cure. To the extent an act or omission is curable, if the Executive cures such act or omission within such time period, the amounts shall no longer be subject to forfeiture or repayment, and the Executive shall no longer be subject to a suit for damages on account of such act or omission. If the Executive materially breaches any payment when dueother portion of this Agreement, the Company may pursue a claim for damages to which the Company may be entitled at law or in equity as a result of 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, then if a majority of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) 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 shall 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 this Agreement by the Executive and the Company may recover its attorneys’ fees and costs it incurs in any legal action regarding the Executive’s material breach of this Agreement if it is the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; prevailing party, provided that the interest provisions total aggregate amount the Company can recover in legal fees and costs from the Executive for all claims and suits (including those pursuant to the first sentence of this Section 5.2 shall apply 16) is $25,000. In the event the Company breaches any portion of this Agreement, the Award Agreements or the Indemnification Agreement, the Executive may recover his attorneys’ fees, expenses, and costs the Executive incurs in any legal action regarding such agreements if he is the prevailing party, capped at $25,000 in the aggregate, and/or he may recover any and all other damages to such late payment (unless which the Corporate Taxpayer does not have sufficient cash to make such payment Executive may be entitled at law or in equity as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaidsuch breach.

Breach of Agreement. If during the term of Xxxxxx Biomet DPA the Defendant (a) In commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual culpability; (c) fails to cooperate as set forth in Paragraphs 8 and 9 of this Agreement; (d) commits any acts that, had they occurred within the event that jurisdictional reach of the Corporate Taxpayer breaches any FCPA, would be a violation of its material the FCPA; or (e) otherwise fails specifically to perform or to fulfill completely each of the Defendant’s obligations under this the Agreement, regardless of whether as the Fraud Section becomes aware of such a result breach after the term of failure the Xxxxxx Biomet DPA, the Defendant shall thereafter be subject to make prosecution for any payment when duefederal criminal violation of which the Fraud Section has knowledge, as a result including, but not limited to, the charges in the Information described in Paragraph 1, which may be pursued by the Fraud Section in the U.S. District Court for the District of failure to honor Columbia or any other material obligation required hereunder or by operation appropriate venue. Determination of law as a result whether the Defendant has breached the Agreement and whether to pursue prosecution of the rejection Defendant shall be in the Fraud Section’s sole discretion. Any such prosecution may be premised on information provided by the Defendant. Any such prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Fraud Section prior to the date on which this Agreement in a case commenced under was signed that is not time-barred by the Bankruptcy Code or otherwise, then if a majority applicable statute of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered limitations on the date of the signing of this Agreement may be commenced against the Defendant, notwithstanding the expiration of the statute of limitations, between the signing of this Agreement and the expiration of the term of the Xxxxxx Biomet DPA plus one year. Thus, by signing this Agreement, the Defendant agrees that the statute of limitations with respect to any such breach and shall include, but shall prosecution that is not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered time-barred on the date of a breachthe signing of this Agreement shall be tolled for the term of the Xxxxxx Biomet DPA plus one year. The Defendant gives up all defenses based on the statute of limitations, (ii) any Tax Benefit Payment previously due and payable but unpaid claim of pre-indictment delay, or any speedy trial claim with respect to any such prosecution or action, except to the extent that such defenses existed as of the date of the breachsigning of this Agreement. In addition, and (iii) except the Defendant agrees that the statute of limitations as to any violation of federal law that occurs during the extent included term of the cooperation obligations provided for in Paragraph 8 of the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with Agreement or including during the term of the Xxxxxx Biomet DPA will be tolled from the date of upon which the breach. Notwithstanding violation occurs until the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months earlier of the date such payment upon which the Fraud Section is due shall be deemed to be a breach made aware of a material obligation under this Agreement for all purposes the violation or the duration of this Agreementthe term of the Xxxxxx Biomet DPA plus five years, and that it this period shall not be considered to be a breach excluded from any calculation of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months time for purposes of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as application of the original due date statute of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaidlimitations.

Breach of Agreement. If the Defendant (a) In the event that the Corporate Taxpayer breaches commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information; (c) fails to cooperate as set forth in Paragraphs 10 and 11 of its material obligations under this Agreement, whether ; (d) fails to implement a compliance program as a result of failure to make any payment when due, as a result of failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection set forth in Paragraph 7 of this Agreement in and the Corporate Compliance Program; (e) commits any acts that, had they occurred within the jurisdictional reach of the FCPA, would be a case commenced violation of the FCPA; or (f) otherwise fails specifically to perform or to fulfill completely each of the Defendant’s obligations under the Bankruptcy Code or otherwiseAgreement, then if regardless of whether the Offices become aware of such a majority breach after the term of the TRA Holders so electAgreement, such breach the Defendant shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charges in the Information described in Paragraph 1, which may be pursued by the Office in the U.S. District Court for the Eastern District of New York or any other appropriate venue. Determination of whether the Defendant has breached the Agreement and whether to pursue prosecution of the Defendant shall be treated as an Early Terminationin the Offices’ sole discretion. Upon Any such election, all obligations hereunder shall prosecution may be accelerated premised on information provided by the Defendant. Any such prosecution relating to the conduct described in the Information and such obligations shall be calculated as if an Early Termination Notice had been delivered the Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Defendant, notwithstanding the expiration of the statute of limitations, between the signing of this Agreement and the expiration of the term of the Agreement plus one year. Thus, by signing this Agreement, the Defendant agrees that the statute of limitations with respect to any such breach and shall include, but shall prosecution that is not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered time-barred on the date of a breachthe signing of this Agreement shall be tolled for the term of the Agreement plus one year. The Defendant gives up all defenses based on the statute of limitations, (ii) any Tax Benefit Payment previously due and payable but unpaid claim of pre-indictment delay, or any speedy trial claim with respect to any such prosecution or action, except to the extent that such defenses existed as of the date of the breachsigning of this Agreement. In addition, and (iii) except the Defendant agrees that the statute of limitations as to any violation of federal law that occurs during the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including Term will be tolled from the date of upon which the breach. Notwithstanding violation occurs until the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months earlier of the date such payment is due shall be deemed to be a breach upon which the Offices are made aware of a material obligation under this Agreement for all purposes the violation or the duration of this Agreementthe Term plus five years, and that it this period shall not be considered to be a breach excluded from any calculation of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months time for purposes of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as application of the original due date statute of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaidlimitations.

Breach of Agreement. If the Defendant: (a) In the event that the Corporate Taxpayer breaches commits any felony under U.S. federal law; (b) provides in connection with this Agreement deliberately false, incomplete, or misleading information; (c) fails to cooperate as set forth in Paragraph 12 of its material obligations under this Agreement, whether ; (d) fails to implement a compliance program as a result of failure to make any payment when due, as a result of failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection set forth in Paragraphs 9 and 10 of this Agreement and Attachment C; (e) fails to satisfy the enhanced compliance reporting requirements set forth in Paragraph 25 of this Agreement and Attachment D; (f) commits any acts that, had they occurred within the jurisdictional reach of the FCPA, would be a case commenced violation of the FCPA; or (g) otherwise fails specifically to perform or to fulfill completely each of the Defendant’s obligations under the Bankruptcy Code Agreement, regardless of whether the Offices become aware of such a breach after the Term, the Defendant shall thereafter be subject to prosecution for any federal criminal violation of which the Offices have knowledge, including, but not limited to, the charge in the Information described in Paragraph 3, which may be pursued by the Offices in the United States District Court for the Southern District of Florida or otherwise, then if a majority any other appropriate venue. Determination of whether the Defendant has breached the Agreement and whether to pursue prosecution of the TRA Holders so elect, such breach Defendant shall be treated in the Offices’ sole discretion. The Court is retaining jurisdiction, however, to resolve any dispute as an Early Terminationto the alleged breach of any provision of this Agreement during the Term. Upon Any prosecution of the Defendant may be premised on information provided by the Defendant or its personnel. Any such election, all obligations hereunder shall be accelerated prosecution relating to the conduct described in the Information and such obligations shall be calculated as if an Early Termination Notice had been delivered the attached Statement of Facts or relating to conduct known to the Offices prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of such breach and shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) 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 shall 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 signing of this Agreement if may be commenced against the Corporate Taxpayer fails to make any Tax Benefit Payment when due to Defendant, notwithstanding the extent that expiration of the Corporate Taxpayer has insufficient funds to make such payment; provided that statute of limitations, between the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach signing of this Agreement, Agreement and the provisions of Section 4.3(a) shall apply as expiration of the original due date Term of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.Agreement plus one

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment within three (3) months of the date when due, as a result of 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, then if a majority of the Majority TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination PaymentPayment or if included as a payment under clause (ii) of this Section 4.3(a), any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the Majority TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure of the Corporate Taxpayer 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES Ranger LLC or any Subsidiary of SES Ranger LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches of any actual or threatened breach of its material obligations under this Agreement, whether as the party who claims such breach or threatened breach shall give the other party written notice and, except in the case of a result of failure to make any payment when due, as a result of failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection breach of this Agreement which is not susceptible to being cured (expressly including, without limitation, any material violation of Paragraph 14, 15, 16, or 17 of this Agreement), ten (10) calendar days in which to cure. (b) In the event that a case commenced under court of competent jurisdiction determines that the Bankruptcy Code Executive has committed a material breach of Paragraphs 14, 15, 16 or otherwise, then if a majority 17 of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, 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 shall include, but shall not be limited tothis Agreement, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on Executive shall reimburse the date Corporation: (x) the full amount of a breachany Salary Continuation Payments received hereunder, (iiy) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except annual bonus referred to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) 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 Paragraph 3 of this Agreement, and that it (z) the Long-Term Incentive Awards referred to in Paragraph 4(b), (ii) the Executive shall not be considered pay to be a breach of a material obligation under this Agreement to make a payment due the Corporation by check any gross financial gain Executive realized from exercising any stock options pursuant to this Agreement within three (3Paragraph 4(a) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if , (iii) the Corporate Taxpayer fails to make any Tax Benefit Payment when due Executive shall not receive non-qualified supplemental retirement benefits described in Paragraph 6 of this Agreement with respect to the extent Severance Period, (iv) the Corporation shall have the right, in addition to and without waiving any other rights to monetary damages or other relief that may be available to the Corporate Taxpayer has insufficient funds Corporation at law or in equity, to make such payment; immediately discontinue any remaining Salary Continuation Payments and other obligations of the Corporation to the Executive under this Agreement, but excluding any obligation to provide vested and accrued pension benefits under any tax qualified pension plan, and (v) the Severance Period shall thereupon cease, provided that the interest Executive’s obligations under Paragraphs 15 and 16 of this Agreement shall continue in full force and effect in accordance with their terms for the entire duration of the Severance Period set forth in Paragraph 2 above. (c) The Executive and the Corporation acknowledge and agree that the Corporation will and would suffer irreparable injury in the event of a breach or violation or threatened breach or violation of the provisions set forth in Paragraphs 14, 15, 16 or 17 and agree that in the event of Section 5.2 an actual or threatened breach or violation of such provisions the Corporation may be awarded injunctive relief in the federal or state courts located in Illinois to prohibit any such violation or breach or threatened violation or breach, without necessity of posting (and the Executive agrees to waive any requirement for the Corporation to post) any bond or security, and such right to injunctive relief shall apply be in addition to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of right available under this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of 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, then if a majority of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The Except as provided in the following sentence, 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 shall 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 this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES Cactus LLC or any Subsidiary of SES Cactus LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment within three (3) months of the date when due, as a result of 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, then if a majority of the Majority TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachEarly Termination Date. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the Majority TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure of the Corporate Taxpayer 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES Ranger LLC or any Subsidiary of SES Ranger LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer Corporation breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of 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, then if then, unless otherwise waived in writing by a majority of the TRA Holders so elect(which majority shall be determined based on their relative direct or indirect ownership of the Company as of immediately after the Reorganization Transactions), such breach shall be treated as an Early Termination. Upon such election, Termination and 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachbreach (except to the extent that the amount described in clause (iii) is included in the Early Termination Payment or as a payment under clause (ii)). Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches any of its material obligations under this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), (which majority shall be determined based on their direct or indirect ownership of the TRA Holders Company) shall be entitled to elect to receive the amounts set forth in clauses (i), (ii), and (iii) above or to seek specific performance of the terms hereof. (b) 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 shall 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. The Corporation shall use its commercially reasonable efforts to maintain sufficient available funds for the purpose of making required payments under Section 3.1(a) and shall use its commercially reasonable efforts to avoid entering into credit agreements or other contractual constraints that could be reasonably anticipated to materially delay the timing of any payments under Section 3.1(a). Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer Corporation fails to make any Tax Benefit Payment when payment due pursuant to this Agreement as a result of and to the extent that the Corporate Taxpayer Corporation has insufficient funds to make such payment or is contractually constrained from making such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer Corporation does not have sufficient cash or is not otherwise permitted to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit debt agreements to which SES LLC the Corporation or any Subsidiary of SES LLC its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); provided, further, that the Corporation shall promptly (and provided further in any event, within two (2) Business Days), pay all such unpaid payments, together with accrued and unpaid interest thereon, immediately following such time that it the Corporation has, and to the extent the Corporation has, sufficient funds to make such payment and is not contractually constrained from making such payment, and the failure of the Corporation to do so shall be constitute a breach of this Agreement. For the avoidance of doubt, all cash and cash equivalents used or to be used to pay dividends by, or optionally repurchase equity securities of, the provisions of Section 4.3(a) Corporation shall apply as of the original due date of the Tax Benefit Paymentbe deemed to be funds sufficient and available to pay such unpaid payments, if the Corporate Taxpayer makes together with any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due accrued and payable but unpaidunpaid interest thereon.

Breach of Agreement. (a) In the event that the Corporate Taxpayer (i) breaches any of its material obligations under this Agreement, whether as a result of 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 hereunder, or by operation of law as a result of the rejection of this Agreement in a case commenced under the United States Bankruptcy Code or otherwiseotherwise or (ii) (A) shall commence any case, then if 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 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 majority 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 Corporate Taxpayer any case, proceeding or other action of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such electionnature referred to in clause (A) above that remains undismissed or undischarged for a period of sixty (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 breach. Procedures similar to the procedures of Section 4.4 shall includeapply, but shall not be limited tomutatis mutandis, (i) with respect to the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as determination of the date of amount payable by the breach, and (iii) except Corporate Taxpayer pursuant to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachthis Section 4.3(a). Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the Majority TRA Holders shall be entitled to elect jointly on behalf of all TRA Holders for such TRA Holders to receive the amounts referred to in this Section 4.3(a) or to seek specific performance of the terms hereofunder this Agreement. (b) The parties agree that the failure of the Corporate Taxpayer 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of a material obligation under this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make make, or to the extent that the Corporate Taxpayer is contractually constrained from making, such paymentpayment in the Corporate Taxpayer’s sole judgement exercised in good faith; provided provided, that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES LLC HoldCo or any Subsidiary of SES LLC HoldCo is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further further, that it shall be a breach of a material obligation under this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property (other than Class A Shares or other equity interests of the Corporate Taxpayer) to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. Lessee shall be deemed to have breached this agreement by default in payment of any installment of the rental herein provided for; abandonment of the sign or vacating premises where the sign is located; termination or transfer of lessee's interest in the premises by insolvency, appointment of a receiver for xxxxxx's business; filing of a voluntary or involuntary petition in bankruptcy with respect to lessee or the violation of any of the other terms or conditions hereof. In the event of such default, the lessor may, upon notice to the lessee, which notice shall conclusively be deemed sufficient if mailed or delivered to the premises where the sign was or is located, take possession of the sign and declare the balance of the rental herein provided for to be forthwith due and payable, and xxxxxx hereby agrees to pay such balance upon any such contingencies. Lessor may terminate this lease and without notice, remove and repossess said sign and recover from the lessee such amounts as may be unpaid for the remaining unexpired term of this agreement. Time is of the essence of this lease with respect to the payment of rentals herein provided for. Should lessee after xxxxxx has declared the balance of rentals due and payable, pay the full amount of rental herein provided, he shall then be entitled to the use of the sign, under all the terms and provisions hereof, for the balance of the term of this lease. No waiver by either party hereto of the nonperformance of any term, condition or obligation hereof shall be a waiver of any subsequent breach of, or failure to perform the same, or any other term, condition or obligation hereof. It is understood and agreed that the sign is especially constructed for the lessee and for use at the premises now occupied by the lessee for the term herein provided; that it is of no value unless so used and that it is a material consideration to the lessor in entering into this agreement that the lessee shall continue to use the sign for the period of time provided herein and for the payment of the full rental for such term. No additional payments were made and Xxxxxx sued in assumpsit for the entire balance due under the contract, $5,197.50, invoking paragraph (g) of the agreement. Defendants filed answer and claim of recoupment, asserting that plaintiff's failure to perform certain maintenance services constituted a prior material breach of the agreement, thus justifying their repudiation of the contract and grounding their claim for damages. The case was tried to the court without a jury and resulted in a judgment for the plaintiff. The case is before us on a general appeal. Defendants urge upon us again and again, in various forms, the proposition that Xxxxxx'x failure to service the sign, in response to repeated requests, constituted a material breach of the contract and justified repudiation by them . . . Repudiation is one of the weapons available to an injured party in event the other contractor has committed a material breach. But the injured party's determination that there has been a material breach, justifying his own repudiation, is fraught with peril, for should such determination, as viewed by a later court in the clam of its contemplation, be unwarranted, the repudiator himself will have been guilty of material breach and himself have become the aggressor, not an innocent victim. What is our criterion for determining whether or not a breach of contract is so fatal to the undertaking of the parties that it is to be classed as "material"? There is no single touchstone. Many factors are involved. They are well stated in 1 Restatement, Contracts, § 275, in the following terms: In determining the materiality of a failure fully to perform a promise the following circumstances are influential: (a) In The extent to which the event that injured party will obtain the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of 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, then if a majority of the TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. substantial benefit which he could have reasonably anticipated; (b) 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 shall 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 this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary the injured party may be adequately compensated in damages for lack of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.complete performance;

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of 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, then if a majority of the TRA Holders Agent so electelects, such breach shall be treated as an Early Termination. Upon such election, 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, breach and (iii) any Tax Benefit Payment due for the Taxable Year ending with or including the date of such breach (except to the extent that the amount described in clause (ii) is included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breach). Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority the Agent, on behalf of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a)Holders, the TRA Holders shall be entitled to elect either to receive the amounts set forth in clauses (i) through (iii) above or to seek specific performance of the terms hereof. (b) 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 shall 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 this Agreement if the Board determines in good faith that the Corporate Taxpayer fails does not have sufficient cash to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES Rosehill LLC or any Subsidiary of SES Rosehill LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a4.2(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders shareholders while any Tax Benefit Payment is due and payable but unpaid.

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, as a result of 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, then if then, unless otherwise waived in writing by a majority of the TRA Holders so electHolders, such breach shall be treated as an Early Termination. Upon such election, Termination and 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 shall include, but shall not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachbreach (except to the extent that the amount described in clause (iii) is included in the Early Termination Payment). Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, if a majority of the TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (i), (ii), and (iii) above or to seek specific performance of the terms hereof. (b) 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 shall 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 this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements to which SES LLC or any Subsidiary of SES LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.is

Breach of Agreement. (a) In the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when dueas described in Section 4.3(b), as a result of 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 United States Bankruptcy Code or otherwise, then if a majority of the Supermajority TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election, all obligations hereunder shall be 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 shall not be limited to, (i) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) payment of any Tax Benefit Payment previously agreed to by the Corporate Taxpayer and the Agent as due and payable but unpaid as of the date of the breachdeemed Early Termination Notice, and (iii) except to the extent included in the Early Termination PaymentPayment or as a payment under clause (ii) of this Section 4.3(a), payment of any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of the breachEarly Termination Date. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, if a majority of the Supermajority TRA Holders do not elect to treat such breach as an Early Termination pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof. (b) The parties agree that the failure of the Corporate Taxpayer 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 shall 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, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds available to make make, or to the extent that the Corporate Taxpayer is contractually constrained from making, such paymentpayment in the Corporate Taxpayer’s sole judgment exercised in good faith; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by the Select Credit Facility or any other existing credit agreements agreement to which SES Sunlight Financial LLC or any Subsidiary of SES Sunlight Financial LLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate); and provided further that it shall be a breach of this Agreement, and the provisions of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property (other than Class A Shares or other equity interests of the Corporate Taxpayer) to its stockholders while any Tax Benefit Payment is due and payable but unpaid.