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

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time by paying to the ITR Entity the Early Termination Payment; provided, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither the ITR Entity nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). (b) 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, 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 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx).

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity and with respect to all of the Units held by HF Non-Corporate Members at any time by paying to the ITR Entity the Early Termination Payment; provided, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither the ITR Entity nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer exercises its termination rights under this Section 4.1(a), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) 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, 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 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx).

Early Termination and Breach of Agreement. (a) The With the written approval of a majority of the Independent Directors, the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity Equity Plan Members and with respect to all of the Units held by all Equity Plan Members at any time by paying to all of the ITR Entity Equity Plan Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by the Equity Plan Members, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate Taxpayer, neither the ITR Entity Equity Plan Member nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity Equity Plan Member as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer exercises its termination rights under this Section 4.1(a), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) 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, 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 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity Equity Plan Member as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity Equity Plan Members shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 any existing credit agreement agreements to which the Corporate Taxpayer or any of its Subsidiaries EBS is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate).

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to the ITR Entity each TRA Party the Early Termination PaymentPayment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties; provided further that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither none of the ITR Entity nor TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid that remains outstanding as of the date the Early Termination Notice is delivered and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (bii) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation (2)(A) the Corporate Taxpayer commences any case, proceeding or other action (i) under any existing or future law of law as any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a result bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the rejection nature referred to in clause (A) above that remains undismissed or undischarged for a period of this Agreement in a case commenced under the Bankruptcy Code or otherwisesixty (60) days, then 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 not be limited to, (1i) the Early Termination Payment Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (2ii) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and the ITR Entity such TRA Party as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3iii) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach but reduced by any amount breach; provided, that procedures similar to the procedures of Section 4.2 shall apply with respect to the portion determination of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of payable by the Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1i), (2ii) and (3iii) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 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 payment. (unless c) In the Corporate Taxpayer does not have sufficient cash event of a Change of Control, then all obligations hereunder with respect to make any Exchanges occurring prior to such payment Change of Control shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and shall include (1) the Early Termination Payments calculated with respect to such prior Exchanges as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of such Change of Control. In the event of a result Change of limitations imposed by Control, any credit agreement Early Termination Payment described in the preceding sentence shall be calculated utilizing Valuation Assumptions (1), (2), (3) and (4), substituting in each case the terms “date of a Change of Control” for an “Early Termination Date.” Any Exchanges with respect to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case payment has been made under this Section 5.2 shall apply, but the Default Rate 4.1(c) shall be replaced by LIBOR plus 000 xxxxx xxxxxx)excluded in calculating any future Tax Benefit Payments, or Early Termination Payments, and this Agreement shall have no further application to such Exchanges.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Partnership Units held (or previously held and exchanged) by all Partners at any time by paying to all of the ITR Entity Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Partners, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Applicable Partners nor the Corporate Taxpayer Corporation shall have any further payment obligations under this AgreementAgreement in respect of such Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity an Applicable Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Partners, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Partners under Section 4.03(a). (b) 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, 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 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity any Partners as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in . (c) The undersigned parties hereby acknowledge and agree that the timing, amounts and aggregate value of Tax Benefit Payments pursuant to this Agreement to the contrary, it shall are 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonably ascertainable.

Early Termination and Breach of Agreement. (a) The With the prior written approval of a majority of the Non-Investor Directors, the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity TRA Party at any time by paying (i) to the ITR Entity TRA Party the Early Termination PaymentPayment in respect of the TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable Agreement; provided, however, that this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt of the Early Termination Payment by the TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges)), and the Corporate Taxpayer shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under each Tax Receivable Agreement at the time required by Section 4.3, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate TaxpayerTaxpayer to the TRA Party in accordance with this Section 4.1(a), neither the ITR Entity nor the Corporate Taxpayer shall not have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Taxpayer, on one hand, and the ITR Entity TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). (b) 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, 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 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 includeinclude (without duplication), but not be limited to, (1) the Early Termination Payment Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and the ITR Entity such TRA Party as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach but reduced by any amount provided that procedures similar to the procedures of Section 4.2 shall apply with respect to the portion determination of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of payable by the Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 paymentpayment despite using reasonable best efforts to obtain funds to make such payment (including by causing Desert Newco or any other Subsidiaries to distribute or lend funds for such payment and access 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 (unless payment; provided further that, solely with respect to a Tax Benefit Payment, if the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by any existing credit agreement agreements to which the Corporate Taxpayer or any of its Subsidiaries Desert Newco is a party, in which case limitations are effective as of the date of this Agreement, Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)the Agreed Rate.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer With the written approval of a majority of the Independent Directors, APAM may terminate this Agreement with respect to some or all amounts payable to some or all of the ITR Entity LP Unit Holders (including, for the avoidance of doubt, any transferee pursuant to Section 7.6(a)(ii)) at any time by paying to the ITR Entity such Person or Persons the Early Termination Payment; provided, however, that this Agreement shall only terminate with respect to any such Person upon the Corporate Taxpayer receipt of the Early Termination Payment by such Person, and provided, further, that APAM may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate TaxpayerAPAM, neither the ITR Entity LP Unit Holder nor the Corporate Taxpayer APAM shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer APAM and the ITR Entity LP Unit Holder as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the calculation of the Early Termination Payment). If an Exchange occurs with respect to LP Units with respect to which APAM has exercised its termination rights under this Section 4.1(a), APAM shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporate Taxpayer APAM materially breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a such breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer APAM and the ITR Entity LP Unit Holder as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a such breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer APAM breaches this Agreement, the ITR Entity each LP Unit Holder shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three six (6) months of the date such payment is due shall be deemed to be a material breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a material breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three six 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 APAM fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer APAM 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 APAM does not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement agreements to which the Corporate Taxpayer or any of its Subsidiaries Holdings LP is a partyparty as of the date of this Agreement, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate). (c) If an Early Termination Payment would represent, as calculated under Section 4.3(b), greater than five (5) percent of the sum of (i) the aggregate Early Termination Payments that would be required to be paid to all LP Unit Holders (or Section 7.6(a)(ii) transferees) if this Agreement were terminated with respect to all LP Unit Holders (or Section 7.6(a)(ii) transferees) and (ii) the Early Termination Payment (as defined in the Tax Receivable Agreement (Merger)) that would be required to be paid pursuant to the Tax Receivable Agreement (Merger) if that agreement were terminated, as calculated under Section 4.3(b) of the Tax Receivable Agreement (Merger) (disregarding clause (ii) thereof), all LP Unit Holders (and Section 7.6(a)(ii) transferees) and the Person entitled to tax benefit payments under the Tax Receivable Agreement (Merger)) shall be required to participate in the early termination so that each of the foregoing shall receive an amount equal to the product of (x) the aggregate Early Termination Payments to be made and (y) a fraction, the numerator of which equals the Early Termination Payment that would be required to be paid to such Person if this Agreement or the Tax Receivable Agreement (Merger) were terminated and the denominator of which equals the sum of (i) the aggregate Early Termination Payments that would be required to be paid to all LP Unit Holders (or Section 7.6(a)(ii) transferees) if this Agreement were terminated with respect to all LP Unit Holders (or Section 7.6(a)(ii) transferees) and (ii) the Early Termination Payment (as defined in the Tax Receivable Agreement (Merger)) that would be required to be paid pursuant to the Tax Receivable Agreement (Merger) if that agreement were terminated.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity Change Shareholders at any time by paying to the ITR Entity Change Shareholders the Early Termination Payment; provided, that this Agreement shall terminate pursuant to this Section 4.1(a) with respect to a Change Shareholder only upon the receipt by such Change Shareholder of its Early Termination Payment, and the Corporate Taxpayer shall deliver an Early Termination Notice only if the Corporate Taxpayer is able to make all required Early Termination Payments under this Agreement at the time required by Section 4.3; and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither the ITR Entity nor the Corporate Taxpayer shall not have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity Change Shareholder Representatives as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). (b) In the event that a Senior Obligation of the Corporate Taxpayer, Echo or any of their Subsidiaries is accelerated (or deemed accelerated) in connection with an event of default (other than an event of default triggered upon a change in control) (“Accelerated” and such event, an “Acceleration”), then all obligations hereunder shall be Accelerated and such obligations shall (i) be calculated as if an Early Termination Notice had been delivered on the date of such acceleration and the Early Termination Payments shall be calculated (x) as if an Early Termination Notice had been delivered on the date of the Acceleration and (y) applying the Valuation Assumptions as if all tax attributes described therein are fully utilized in the year of such Acceleration, (ii) include any Tax Benefit Payments agreed to by the Change Shareholder Representatives and the Corporate Taxpayer as due and payable but unpaid as of the date of an Acceleration, and (iii) include any Tax Benefit Payment due for the Taxable Year ending with or including the date of an Acceleration; provided that procedures similar to the procedures of Section 4.2 shall apply with respect to the determination of the amount payable by the Corporate Taxpayer pursuant to this sentence. (c) 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, 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 all obligations hereunder shall be accelerated and such obligations shall (i) be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payment Payments shall be calculated as if an Early Termination Notice had been delivered on the date of a the breach, (2ii) include any Tax Benefit Payment Payments agreed to by the Change Shareholder Representatives and the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3iii) include any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount breach; provided that procedures similar to the procedures of Section 4.2 shall apply with respect to the portion determination of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of payable by the Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity each Change Shareholder shall be entitled to elect to receive the amounts set forth in clauses (1i), (2ii) and (3iii) above or to seek specific performance of the terms hereof. . (d) The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 payment under this Agreement 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a partyparty if such limitations are no more onerous than the corresponding limitations imposed by the credit agreements to which the Corporate Taxpayer is a party at the Closing Date, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx).

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to the ITR Entity each TRA Party the Early Termination PaymentPayment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither none of the ITR Entity nor TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Taxpayer, on one hand, and the ITR Entity TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes the Early Termination Payments with respect to all applicable TRA Parties, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) 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, 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 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 not be limited to, (1) the Early Termination Payment Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and the ITR Entity such TRA Party as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 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 any existing credit agreement agreements to which the Corporate Taxpayer or any of its Subsidiaries OpCo is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate).

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and Exchanged) by all Members at any time by paying to the ITR Entity Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Members nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity Member as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.3(a). (b) 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, 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 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, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity any Members as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Members shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The Corporation, the contraryLLC and each of the Members hereby acknowledge that, it shall not be a breach as of the date of this Agreement if Agreement, the Corporate Taxpayer fails to make any aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for United States federal income tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) The Each of the Corporate Taxpayer Holdcos may terminate this Agreement with respect to all amounts payable to of the ITR Entity Group Partnership Units held (or previously held and exchanged) by all Limited Partners at any time by paying to all of the ITR Entity applicable Limited Partners the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the receipt of the Early Termination Payment by all Limited Partners, and provided, further, that each of the Corporate Taxpayer Holdcos may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the a Corporate TaxpayerHoldco, neither the ITR Entity applicable Limited Partners nor the Corporate Taxpayer Holdco shall have any further payment obligations under this AgreementAgreement in respect of such Limited Partners, other than for any (a) Tax Benefit Payment agreed to by the such Corporate Taxpayer Holdco and the ITR Entity applicable Limited Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after such Corporate Holdco exercises its termination rights under this Section 4.01(a), such Corporate Holdco shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the a Corporate Taxpayer Holdco breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the such Corporate Taxpayer Holdco and the ITR Entity any Limited Partners as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the a Corporate Taxpayer Holdco breaches this Agreement, the ITR Entity Limited Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The undersigned parties agree that the contrary, it shall aggregate value of the Tax Benefit Payments cannot be a breach of this Agreement if the Corporate Taxpayer fails to make ascertained with 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonable certainty for U.S. federal income tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and Exchanged) by all Members at any time by paying to the ITR Entity each Member the Early Termination PaymentPayment attributable to each such Member; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Members nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity Member as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.3(a). (b) 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, 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 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, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment in respect of a Member agreed to by the Corporate Taxpayer Corporation and the ITR Entity such Members as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Members shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 Corporation fails to make any Tax Benefit Payment (other than an Early Termination Payment or any payment due on or after a Change of Control pursuant to Section 4.1(c)) when due to the extent that the Corporate Taxpayer Corporation has insufficient funds Available Cash to make such payment; provided provided, however, that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer Corporation does not have sufficient cash Available Cash to make such payment as a result of limitations imposed by any existing credit agreement agreements to which the Corporate Taxpayer or any of its Subsidiaries Holdings is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate). (c) In the event of a Change of Control, then all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the effective date of a Change of Control, (2) any Tax Benefit Payment in respect of a Member agreed to by the Corporation and such Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the effective date of a Change of Control. In the event of a Change of Control, the Early Termination Payment shall be calculated utilizing the Valuation Assumptions and by substituting in each case the terms “the closing date of a Change of Control” for an “Early Termination Date.”

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer With the written approval of a majority of the Independent Directors, APAM may terminate this Agreement with respect to all amounts payable to the ITR Entity H&F Xxxxxx at any time by paying to the ITR Entity H&F Xxxxxx the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the Corporate Taxpayer receipt of the Early Termination Payment by H&F Xxxxxx, and provided, further, that APAM may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate TaxpayerAPAM, neither the ITR Entity H&F Xxxxxx nor the Corporate Taxpayer APAM shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer APAM and the ITR Entity H&F Xxxxxx as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the calculation of the Early Termination Payment). (b) In the event that the Corporate Taxpayer APAM materially breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a such breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer APAM and the ITR Entity H&F Xxxxxx as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a such breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer APAM breaches this Agreement, the ITR Entity H&F Xxxxxx shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three six (6) months of the date such payment is due shall be deemed to be a material breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a material breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three six 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 APAM fails to make any Tax Benefit Payment payment due under this Agreement when due to the extent that the Corporate Taxpayer APAM 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 APAM does not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement agreements to which the Corporate Taxpayer or any of its Subsidiaries Holdings LP is a partyparty as of the date of this Agreement, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate). (c) If an Early Termination Payment would represent, as calculated under Section 4.3(b) (disregarding clause (ii) thereof), greater than five (5) percent of the sum of (i) the aggregate Early Termination Payments that would be required to be paid to all LP Unit Holders (or Section 7.6(a)(ii) transferees) (as those terms are defined in the Tax Receivable Agreement (Exchanges)) if that agreement were terminated with respect to all LP Unit Holders (or Section 7.6(a)(ii) transferees) (as those terms are defined in the Tax Receivable Agreement (Exchanges)) and (ii) the Early Termination Payment that would be required to be paid pursuant to this Agreement if this Agreement were terminated, as calculated under Section 4.3(b) (disregarding clause (ii) thereof), all LP Unit Holders (and Section 7.6(a)(ii) transferees) (as those terms are defined in the Tax Receivable Agreement (Exchanges)) and H&F Xxxxxx shall be required to participate in the early termination so that each of the foregoing shall receive an amount equal to the product of (x) the aggregate Early Termination Payment to be made and (y) a fraction, the numerator of which equals the Early Termination Payment that would be required to be paid to such Person if this Agreement or the Tax Receivable Agreement (Exchanges) were terminated and the denominator of which equals the sum of (i) the aggregate Early Termination Payments that would be required to be paid to all LP Unit Holders (or Section 7.6(a)(ii) transferees) if the Tax Receivable Agreement (Exchanges) were terminated with respect to all LP Unit Holders (or Section 7.6(a)(ii) transferees) (as those terms are defined in the Tax Receivable Agreement (Exchanges)) and (ii) the Early Termination Payment that would be required to be paid pursuant to this Agreement if it were terminated.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and Exchanged) by all Members at any time by paying to the ITR Entity each Member the Early Termination PaymentPayment attributable to each such Member; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Members nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity Member as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.3(a). (b) 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, 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 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, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment in respect of a Member agreed to by the Corporate Taxpayer Corporation and the ITR Entity such Members as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Members shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in . (c) In the event of a Change of Control, then all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Agreement to Article IV as if an Early Termination Notice had been delivered on the contraryclosing date of the Change of Control and shall include, it shall but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the effective date of a breach Change of this Agreement if the Corporate Taxpayer fails to make Control, (2) any Tax Benefit Payment when in respect of a Member agreed to by the Corporation and such Members as due to and payable but unpaid as of the extent that Early Termination Notice and (3) any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the Corporate Taxpayer has insufficient funds to make such payment; provided that effective date of a Change of Control. In the interest provisions event of Section 5.2 shall apply to such late payment (unless a Change of Control, the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate Early Termination Payment shall be replaced calculated utilizing the Valuation Assumptions and by LIBOR plus 000 xxxxx xxxxxx)substituting in each case the terms “the closing date of a Change of Control” for an “Early Termination Date.”

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and exchanged) by all Partners at any time by paying to all of the ITR Entity Partners the Early Termination Payment; Payment; provided, however, that this Agreement shall terminate only upon the receipt of the Early Termination Payment by all Partners, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation under this Section 4.01(a), neither the ITR Entity Applicable Partners nor the Corporate Taxpayer Corporation shall have any further payment obligations under this AgreementAgreement in respect of such Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity an Applicable Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Partners, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement with respect to such Exchange in such case shall be its obligations to all Partners under Section 4.03(a). (b) The Corporation may terminate the rights under this Agreement of any Partner who is not a Specified Partner with respect to Exchanges occurring prior to the date thereof at any time by paying to such Partner an Individual Early Termination Payment as calculated with respect to such Partner (taking into account only those Exchanges that have occurred prior to the date thereof, and for the avoidance of doubt not taking into account Units not yet Exchanged, nor taking into account Units Exchanged in prior Exchanges for which Individual Early Termination Payments have already been received); provided, however, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(b) prior to the time at which any Individual Early Termination Payment has been paid. Upon payment of the Individual Early Termination Payment by the Corporation to such Partner, neither the Applicable Partner nor the Corporation shall have any further payment obligations under this Agreement in respect of such Exchanges by such Partner, other than for any (a) Tax Benefit Payment agreed to by the Corporation and such Partner as due and payable but unpaid as of the Individual Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Individual Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Individual Early Termination Payment). For the avoidance of doubt, a termination pursuant to this Section 4.01(b) shall not impact the rights or obligations of the Corporation and such Partner with respect to Exchanges occurring after the date of such termination. (c) In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Partners as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.02 and 4.03 shall apply to a Change of Control, mutadis mutandi. (d) In the event that the Corporate Taxpayer Corporation breaches any of its material obligations under this AgreementAgreement with respect to one or more Partners, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, and does not cure such breach within ninety (90) days of receipt of notice of such breach from such Partner or Partners, then all obligations hereunder with respect to such Partner or Partners 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 not be limited to, (1) the an Early Termination Payment calculated with respect to such Partner or Partners pursuant to Section 4.01(a) as if an Early Termination Notice had been delivered to such Partner or Partners on the date of a the breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity such Partner or Partners as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due to such Partner or Partners for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect (except to the portion of such Taxable Year beginning after extent that any amounts described in clauses (2) or (3) are included in the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentenceEarly Termination Payment). Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches any of its material obligations under this AgreementAgreement with respect to one or more Partners, the ITR Entity such Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the Corporation’s failure to make any payment due pursuant to this Agreement within three 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; provided, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to ; provided, further, that the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails failure to make any Tax Benefit Payment when payment due pursuant 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 this Agreement as a result of limitations imposed by (a) a prohibition, restriction or covenant under any credit agreement, loan agreement, note, indenture or other agreement to which the Corporate Taxpayer governing indebtedness of HLA or any of its Subsidiaries is or the Corporation or (b) restrictions under applicable law shall not be considered to be a partybreach of a material obligation under this Agreement. (e) The undersigned parties hereby acknowledge and agree that the timing, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)amounts and aggregate value of Tax Benefit Payments pursuant to this Agreement are not reasonably ascertainable.

Early Termination and Breach of Agreement. (a) The With the written approval of a majority of the Independent Directors, the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time by paying to the ITR Entity the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the receipt of the Early Termination Payment by the ITR Entity; provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither the ITR Entity nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the Early Termination Notice and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (bii) is included in the Early Termination Payment). (b) In the event that (x) the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, due or failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in (y) a case is commenced under the Bankruptcy Code against the Corporate Taxpayer and not dismissed in sixty (60) days or otherwiseby the Corporate Taxpayer, then then, in the case of clause (x) upon notice from the ITR Entity and in the case of clause (b) automatically, 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 event and shall include, but not be limited to, (1i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breachsuch event, (2ii) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breachsuch event, and (3iii) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentenceevent. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity shall be entitled to elect to receive the amounts set forth in clauses (1i), (2ii) and (3iii) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within until three 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 provided, that the interest provisions of Section 5.2 shall apply to such late payment at the Default Rate (unless the reason Corporate Taxpayer does not have sufficient cash to make such payment as is a result of limitations imposed by any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a partyCredit Agreements, in which case Section 5.2 case, the Agreed Rate shall apply, but apply in lieu of the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxRate).

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to the ITR Entity each TRA Party the Early Termination PaymentPayment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither none of the ITR Entity nor TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Taxpayer, on one hand, and the ITR Entity TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes the Early Termination Payments with respect to all applicable TRA Parties, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) 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, 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 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 not be limited to, (1) the Early Termination Payment Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and the ITR Entity such TRA Party as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 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 any existing credit agreement agreements to which the Corporate Taxpayer or any of its Subsidiaries AHLLC is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate).

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and Exchanged) by all Members at any time by paying to the ITR Entity Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Members nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity Member as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.03(a). (b) 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, 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 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, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity any Members as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Members shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The Corporation, Holdings and each of the contraryMembers hereby acknowledge that, it shall not be a breach as of the date of this Agreement if Agreement, the Corporate Taxpayer fails to make any aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for United States federal income tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer With the written approval of a majority of the Independent Directors, the Corporation may terminate this Agreement with respect to all amounts payable to the ITR Entity Members at any time by paying to the ITR Entity the each Member such Member’s Early Termination Payment; provided, however, that this Agreement shall only terminate as to a Member upon the receipt of the Early Termination Payment by such Member; and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paidpaid to any Member. Upon payment of all of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Members nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity Committee as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). (b) 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, failure to honor any other material obligation required hereunder hereunder, or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity Committee as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches any of its material obligations under this Agreement, the ITR Entity each Member shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of after the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of after the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement (but, for the avoidance of doubt, Section 5.2 shall apply as if such Tax Benefit Payment was due) if the Corporate Taxpayer Corporation fails to make any Tax Benefit Payment when due (i) 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 does not have sufficient cash to make such payment as a result of applicable limitations imposed by any credit agreement governing existing Senior Obligations (including, without limitation, limitations on the ability of direct or indirect subsidiaries of the Corporation to which make distributions to the Corporate Taxpayer Corporation) or (ii) if the Board determines reasonably and in good faith that making any such distribution or payment would result in a default under any such agreement governing existing Senior Obligations, and the failure to make any such payment as a result of its Subsidiaries the circumstances in clause (i) or (ii) shall not result in another breach of this Agreement or alter the provisions of Article V and such prohibited payment shall not be paid so long as it is a partyrestricted pursuant to clause (i) or (ii). The Corporation shall use commercially reasonable efforts to maintain sufficient available funds for the purpose of making required payments under this Agreement. Any interest payable on an Early Termination Payment shall only be required to be paid upon the payment of the applicable Early Termination Payment, in which case Section 5.2 shall apply, but except to the Default Rate shall be replaced extent such interest is not otherwise prohibited by LIBOR plus 000 xxxxx xxxxxx)the applicable limitations imposed by any agreement governing existing Senior Obligations.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Subject to Section 4.03, Buyer may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time by paying to RTEA the ITR Entity Early Termination Payment after the Early Termination Payment Date; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment; , and provided, further, that the Corporate Taxpayer Buyer may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paidDate. Upon payment of the Early Termination Payment by the Corporate TaxpayerBuyer, neither the ITR Entity RTEA nor the Corporate Taxpayer Buyer shall have any further payment obligations under this Agreement, other than for any (a) unpaid Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of with respect Taxable Years ending on or before the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment)Date. (b) In the event that the Corporate Taxpayer Buyer materially breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or (including the provisions of Section 4.04(a)(2)), by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code Code, or otherwise, then all of Buyer's 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, and (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Buyer materially breaches this Agreement, the ITR Entity RTEA shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (32) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months 45 calendar 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 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 months 45 calendar days of the date such payment is due. Notwithstanding anything Buyer and RTEA specifically agree that the remedies provided in this Agreement to Section are not intended as a penalty. (c) Buyer and RTEA agree that the contrary, it shall aggregate fair market value of the Tax Benefit Payments cannot be a breach of this Agreement if the Corporate Taxpayer fails to make ascertained with 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonable certainty for U.S. federal income tax purposes.

Early Termination and Breach of Agreement. (a) The With the written approval of a majority of the Independent Directors, the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity applicable Limited Partner and with respect to all of the Partnership Units held (or previously held and exchanged) by all Limited Partners at any time by paying to all of the ITR Entity applicable Limited Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Limited Partners; and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither the ITR Entity applicable Limited Partners nor the Corporate Taxpayer shall have any further payment obligations under this AgreementAgreement in respect of such Limited Partner, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity applicable Limited Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer exercises its termination rights under this Section 4.1(a), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) 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, 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 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity any Limited Partners as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity Limited Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx).

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer PubCo may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and Exchanged) by all TRA Parties at any time by paying to all of the ITR Entity applicable TRA Parties the Early Termination Payment; provided, however, that, in such case, this Agreement shall terminate only upon the receipt of the Early Termination Payment by all TRA Parties, and provided, further, that the Corporate Taxpayer PubCo may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerPubCo, neither the ITR Entity applicable TRA Parties nor the Corporate Taxpayer PubCo shall have any further payment obligations under this AgreementAgreement in respect of such TRA Parties, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer PubCo and the ITR Entity applicable TRA Party as due and payable but unpaid as of the date of the Early Termination Notice and Notice, (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (bii) is included in the Early Termination Payment)) or (iii) amount owed in connection with any breach of this Agreement by PubCo. (b) In the event that the Corporate Taxpayer PubCo materially breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when duewithin 60 days after becoming due (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), 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 then, at the election of the Representative, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2ii) any Tax Benefit Payment agreed to by the Corporate Taxpayer PubCo and the ITR Entity any TRA Parties as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3iii) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer PubCo breaches this Agreement, the ITR Entity Representative shall be entitled to elect on behalf of each of the TRA Parties to receive the amounts set forth in the foregoing clauses (1i), (2ii) and (3iii) above of this Section 4.01(b) or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a material breach of this Agreement if the Corporate Taxpayer PubCo fails to make any Tax Benefit Payment when within 60 days after becoming due (A) to the extent that the Corporate Taxpayer PubCo has insufficient funds to make such payment despite using reasonable best efforts to obtain funds to make such payment (including by causing OpCo or any other subsidiaries of OpCo 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) or (B) because PubCo is prohibited from making such payment as a result of limitations imposed by existing credit agreements to which OpCo is a party; provided provided, that (x) the interest provisions of Section 5.2 5.02 shall apply to such late payment payment, and (unless the Corporate Taxpayer y) solely with respect to a Tax Benefit Payment, if PubCo does not have sufficient cash to make such payment as a result of limitations imposed by any existing credit agreement agreements to which the Corporate Taxpayer or any of its Subsidiaries OpCo is a party, in which case Section 5.2 5.02 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate. (c) PubCo hereby agrees to provide 20 calendar days’ prior written notice to the Representative of a Change of Control and, unless otherwise agreed in writing by the Representative, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of the Change of Control” in each place where the phrases “an Early Termination Date”, “such Early Termination Date”, and “the Early Termination Date” appear. Such obligations shall include, but not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of such Change of Control, (ii) any Tax Benefit Payment previously due and payable but unpaid as of the date of such Change of Control, and (iii) except to the extent included in the Early Termination Payment or if included as a payment under clause (ii) of this Section 4.01(c), any Tax Benefit Payment due for the Taxable Year ending prior to, with or including the date of such Change of Control. If PubCo will not be the surviving company upon such Change of Control, PubCo agrees to cause the definitive documentation for such Change of Control to require the surviving or successor company to PubCo to satisfy PubCo’s obligations under this Agreement, including with respect to this Section 4.01(c), Section 4.02 and Section 4.03, and the Representative shall be entitled to seek specific performance of the terms hereof. For the avoidance of doubt, Section 4.02 and Section 4.03 shall apply to a Change of Control, mutatis mutandis. (d) In the case of a termination pursuant to any of the foregoing paragraphs (a), (b) or (c), upon PubCo’s payment in full of the Early Termination Payment to each TRA Party, PubCo shall have no further payment obligations under this Agreement other than with respect to any Tax Benefit Payments in respect of any Taxable Year ending prior to the Early Termination Date, and such payment obligations shall survive the termination of, and be calculated and paid in accordance with, this Agreement. If an Exchange subsequently occurs with respect to Units for which PubCo has paid the Early Termination Payment in full, PubCo shall have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Vantiv may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time approval by a majority of the directors of Vantiv by paying to Advent an agreed value of payments remaining to be made under this Agreement (the ITR Entity “Early Termination Payment”) as of the date of the Early Termination Notice (as defined below). The Early Termination Payment as of the date of an Early Termination Notice (as defined below) shall equal the present value, discounted at the Early Termination Rate, of all Tax Benefit Payments that would be required to be paid by Vantiv to Advent during the period from the date of the Early Termination Notice through the Scheduled Termination Date (taking into account the impact of the Early Termination Payment; provided, that ) assuming the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paidValuation Assumptions are applied. Upon payment of the Early Termination Payment by the Corporate TaxpayerVantiv, neither the ITR Entity nor the Corporate Taxpayer Vantiv shall have any no further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Vantiv and the ITR Entity Advent as due and payable but unpaid as of the Early Termination Notice and (b) any Tax Benefit Payment due for the Covered Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (a) or (b) is included in the Early Termination Payment). (b) In the event that the Corporate Taxpayer Vantiv materially breaches any of its material obligations under this Agreement, whether as a result of failure to make any material payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseCode, then 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, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Vantiv and the ITR Entity Advent as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Vantiv breaches this Agreement, the ITR Entity Advent shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to In the contrary, it shall not be case of a breach of this Agreement if the Corporate Taxpayer fails a material obligation other than an obligation to make any a payment, Vantiv will not be considered to have breached such obligation for purposes of this Section 5.01(b) until Vantiv shall have been provided a reasonable opportunity to cure such breach (if capable of cure) and shall have failed to cure such breach. (c) Vantiv, Holding and Advent hereby acknowledge that, as of the date of this Agreement, the aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for Federal Income Tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer APO Corp. may terminate this Agreement with respect to all amounts payable to of the ITR Entity Partnership Units held (or previously held and exchanged) by all Holders at any time by paying to all of the ITR Entity applicable Holders the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the Corporate Taxpayer receipt of the Early Termination Payment by all Holders, and provided, further, that APO Corp. may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerAPO Corp., neither the ITR Entity applicable Holders nor the Corporate Taxpayer APO Corp. shall have any further payment obligations under this AgreementAgreement in respect of such Holders, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer APO Corp. and the ITR Entity applicable Holder as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after APO Corp. exercises its termination rights under this Section 4.01(a), APO Corp. shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporate Taxpayer APO Corp. breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer APO Corp. and the ITR Entity any Holder as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer APO Corp. breaches this Agreement, the ITR Entity Holders shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The undersigned parties agree that the contrary, it shall aggregate value of the Tax Benefit Payments cannot be a breach of this Agreement if the Corporate Taxpayer fails to make ascertained with 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonable certainty for U.S. federal income tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Vantiv may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time approval by a majority of the directors of Vantiv by paying to the ITR Entity Existing Investors an agreed value of payments remaining to be made under this Agreement (the “Early Termination Payment”) as of the date of the Early Termination Notice (as defined below). The Early Termination Payment as of the date of an Early Termination Notice (as defined below) shall equal the present value, discounted at the Early Termination Rate, of all Tax Benefit Payments that would be required to be paid by Vantiv to the Existing Investors during the period from the date of the Early Termination Notice through the Scheduled Termination Date (taking into account the impact of the Early Termination Payment; provided, that ) assuming the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paidValuation Assumptions are applied. Upon payment of the Early Termination Payment by the Corporate TaxpayerVantiv, neither the ITR Entity nor the Corporate Taxpayer Vantiv shall have any no further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Vantiv and the ITR Entity Existing Investors as due and payable but unpaid as of the Early Termination Notice and (b) any Tax Benefit Payment due for the Covered Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (a) or (b) is included in the Early Termination Payment). (b) In the event that the Corporate Taxpayer Vantiv materially breaches any of its material obligations under this Agreement, whether as a result of failure to make any material payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseCode, then 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, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Vantiv and the ITR Entity Existing Investors as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Vantiv breaches this Agreement, the ITR Entity Existing Investors shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to In the contrary, it shall not be case of a breach of this Agreement if the Corporate Taxpayer fails a material obligation other than an obligation to make any a payment, Vantiv will not be considered to have breached such obligation for purposes of this Section 5.01(b) until Vantiv shall have been provided a reasonable opportunity to cure such breach (if capable of cure) and shall have failed to cure such breach. (c) Vantiv, Holding, NPC and the Existing Investors hereby acknowledge that, as of the date of this Agreement, the aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for Federal Income Tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer A Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Partnership Units held (or previously held and exchanged) by the TRA Holders, or indirectly held by holders of AOH Units, at any time by paying to the ITR Entity TRA Holders the Early Termination Payment; providedprovided that (a) this Agreement shall only terminate upon the receipt of the Early Termination Payment by the TRA Holders, and (b) that the Corporate Taxpayer a Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) 4.01 prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate Taxpayera Corporation, neither the ITR Entity nor the Corporate Taxpayer such Corporation shall not have any further payment obligations under this AgreementAgreement in respect of the TRA Holders, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer such Corporation and the ITR Entity Principals as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after such Corporation exercises its termination rights under this Section 4.01, such Corporation shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporate Taxpayer If a Corporation breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer such Corporation and the ITR Entity any TRA Holders as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer if a Corporation breaches this Agreement, the ITR Entity TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three 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 ; provided that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement if such payment is made within three months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The undersigned parties agree that the contrary, it shall aggregate value of the Tax Benefit Payments cannot be a breach of this Agreement if the Corporate Taxpayer fails to make ascertained with 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonable certainty for U.S. federal income tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and Exchanged) by all Members at any time by paying to the ITR Entity Members the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Members nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (ax) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation acting in good faith and the ITR Entity as Applicable Member to be due and payable but unpaid as of the Early Termination Notice and (by) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (by) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.03(a). (b) 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, 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 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, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation acting in good faith and the ITR Entity as any Applicable Member to be due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Members shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will 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 months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The Corporation, PIM and each of the contraryMembers hereby acknowledge that, it shall not be a breach as of the date of this Agreement if Agreement, the Corporate Taxpayer fails to make any aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for United States federal income Tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may may, with the prior written consent of the TRA Disinterested Majority, terminate this Agreement with respect to all amounts payable to the ITR Entity TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to the ITR Entity each TRA Party the Early Termination PaymentPayment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the entire Early Termination Payment by all TRA Parties and payments described in the next sentence, if any and provided further that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the entire Early Termination Payment by the Corporate TaxpayerTaxpayer to all of the TRA Parties, neither none of the ITR Entity nor TRA Parties or the Corporate Taxpayer shall have any further payment rights or obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but that remains unpaid as of the Early Termination Notice Date (which Tax Benefit Payments shall not be included in the Early Termination Payments) and as of the date of payment of the Early Termination Payment and (bii) any Tax Benefit Payment due for the Taxable Year ending immediately prior to, ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (bii) is included in the Early Termination PaymentPayment or is included in clause (i)). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation (2)(A) the Corporate Taxpayer commences any case, proceeding or other action (i) under any existing or future law of law as any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a result bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the rejection nature referred to in clause (A) above that remains undismissed or undischarged for a period of this Agreement in a case commenced under the Bankruptcy Code or otherwisesixty (60) days, then 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 not be limited to, (1i) the Early Termination Payment Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (2ii) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and the ITR Entity such TRA Party as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3iii) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending immediately prior to, with or including the date of a breach but reduced by any amount (except to the extent included in clause (i) or clause (ii)); provided, that procedures similar to the procedures of Section 4.2 shall apply with respect to the portion determination of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of payable by the Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1i), (2ii) and (3iii) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer (x) has insufficient funds funds, or cannot make such payment as a result of obligations imposed in connection with any Senior Obligations, and cannot take commercially reasonable actions to obtain sufficient funds, to make such paymentpayment or (y) would become insolvent as a result of making such payment (in each case, as determined by the Board in good faith) (clauses (x) and (y) together, the “Liquidity Exceptions”); provided that the interest provisions of Section 5.2 shall apply to such late payment (unless and any such payment obligation shall nonetheless accrue for the benefit of the TRA Parties and the Corporate Taxpayer does not have sufficient cash to shall make such payment as a result of limitations imposed by any credit agreement to which at the first opportunity that the Liquidity Exceptions do not apply, and provided further that if the Liquidity Exceptions apply and the Corporate Taxpayer declares or pays any dividend of cash to its Subsidiaries shareholders while any Tax Benefit Payment is due and payable and remains unpaid, then the Liquidity Exceptions shall no longer apply. (c) The Corporate Taxpayer shall provide written notice to the TRA Party Representative thirty (30) days in advance of any Change of Control, and the TRA Party Representative shall have the option, upon written notice to the Corporate Taxpayer at least three Business Days before such Change of Control to cause acceleration of all obligations under this Agreement (such notice, the “Opt-Out Notice”). If the Opt-Out Notice is timely provided, all obligations hereunder will be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and shall include, without duplication, (1) the Early Termination Payments calculated with respect to the TRA Parties as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending immediately prior to, with or including the date of such Change of Control (except to the extent described in clause (2)); provided that such Opt-Out Notice (and the consequences thereof) shall be effective immediately prior to the consummation of such Change of Control (and, for the avoidance of doubt, shall be contingent upon such Change of Control and not be effective if such Change of Control is not consummated). If an Opt-Out Notice is timely provided, (i) the TRA Parties shall be entitled to receive the amounts set forth in clauses (1), (2) and (3) of the preceding sentence, (ii) any Early Termination Payment described in the preceding sentence shall be calculated utilizing the Valuation Assumptions (a), (b), (c), (d), (e) and (f), substituting in each case the terms “date of a partyChange of Control” for an “Early Termination Date,” and (iii) Section 4.2 and Section 4.3 shall apply, mutatis mutandis, with respect to payments to the TRA Parties upon the Change of Control. Any Exchanges with respect to which payment of an Early Termination payment has been made under this Section 4.1(c) in connection with an Opt-Out Notice in its entirety shall be excluded in calculating any future Tax Benefit Payments, or Early Termination Payments, and this Agreement shall have no further application to such Exchanges. If the TRA Party Representative does not timely deliver an Opt-Out Notice before a Change of Control, the TRA Parties shall continue as TRA Parties under this Agreement after such Change of Control, in which case the TRA Parties will be entitled to receive the amounts set forth in Section 5.2 3.1, and Valuation Assumptions (a), (b), (c), (d), (e) and (f) shall applyapply to Tax Benefit Payments to each such TRA Party following such Change of Control, but substituting in each case the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)terms “the closing date of a Change of Control” for an “Early Termination Date”.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and Exchanged) by all Partners at any time by paying to the ITR Entity Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Partners, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which of any Early Termination Payment has been paidPayment. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Partners nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Partners, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Partners under Section 4.03(a). (b) 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, 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 U.S. Bankruptcy Code or otherwise, then 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, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity any Partners as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The Corporation, the contraryPartnership and each of the Partners hereby acknowledge that, it shall not be a breach as of the date of this Agreement if Agreement, the Corporate Taxpayer fails to make any aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for United States federal income tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) The Each of the Corporate Taxpayer Holdcos may terminate this Agreement with respect to all amounts payable to of the ITR Entity Carlyle Holdings Partnership Units held (or previously held and Exchanged) by all Limited Partners at any time by paying to all of the ITR Entity applicable Limited Partners the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the receipt of the Early Termination Payment by all Limited Partners, and provided, further, that each of the Corporate Taxpayer Holdcos may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the a Corporate TaxpayerHoldco, neither the ITR Entity applicable Limited Partners nor the Corporate Taxpayer Holdco shall have any further payment obligations under this AgreementAgreement in respect of such Limited Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Holdco and the ITR Entity applicable Limited Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after such Corporate Holdco exercises its termination rights under this Section 4.01(a), the Corporate Holdco shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the a Corporate Taxpayer Holdco breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the a Corporate Taxpayer Holdco and the ITR Entity any Limited Partners as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the a Corporate Taxpayer Holdco breaches this Agreement, the ITR Entity Limited Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The parties hereto agree that the contrary, it shall aggregate value of the Tax Benefit Payments cannot be a breach of this Agreement if the Corporate Taxpayer fails to make ascertained with 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonable certainty for U.S. federal income tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and Exchanged) by all Members at any time by paying to the ITR Entity Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Members nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity Member as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.03(a). (b) 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, 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 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, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity any Members as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Members shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The Corporation, DPA and each of the contraryMembers hereby acknowledge that, it shall not be a breach as of the date of this Agreement if Agreement, the Corporate Taxpayer fails to make any aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for United States federal income tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Common Units held (or previously held and exchanged) by all Partners at any time by paying to all of the ITR Entity Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Partners, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation under this Section 4.01(a), neither the ITR Entity Applicable Partners nor the Corporate Taxpayer Corporation shall have any further payment obligations under this AgreementAgreement in respect of such Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity an Applicable Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Partners, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement with respect to such Exchange in such case shall be its obligations to all Partners under Section 4.03(a). (b) The Corporation may terminate the rights under this Agreement of any Partner who is not a Specified Partner with respect to Exchanges occurring prior to the date thereof at any time by paying to such Partner the Early Termination Payment as calculated with respect to such Partner (taking into account only those Exchanges that have occurred prior to the date thereof, and for the avoidance of doubt not taking into account Common Units not yet Exchanged, nor taking into account Common Units Exchanged in prior Exchanges for which Early Termination Payments have already been received); provided, however, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(b) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporation to such Partner, neither the Applicable Partner nor the Corporation shall have any further payment obligations under this Agreement in respect of such Exchanges by such Partner, other than for any (a) Tax Benefit Payment agreed to by the Corporation and an Applicable Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). For the avoidance of doubt, a termination pursuant to this Section 4.01(b) shall not impact the rights or obligations of the Corporation and such Partner with respect to Exchanges occurring after the date of such termination. (c) In the event that the Corporate Taxpayer Corporation breaches any of its material obligations under this AgreementAgreement with respect to one or more Partners, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, and does not cure such breach within ninety (90) days of receipt of notice of such breach from such Partner or Partners, then all obligations hereunder with respect to such Partner or Partners 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 not be limited to, (1) the an Early Termination Payment calculated with respect to such Partner or Partners pursuant to Section 4.01(a) as if an Early Termination Notice had been delivered to such Partner or Partners on the date of a the breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity such Partner or Partners as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due to such Partner or Partners for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this AgreementAgreement with respect to one or more Partners, the ITR Entity such Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in . (d) The undersigned parties hereby acknowledge and agree that the timing, amounts and aggregate value of Tax Benefit Payments pursuant to this Agreement to the contrary, it shall are 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonably ascertainable.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to of the ITR Entity Partnership Units held (or previously held and exchanged) by all Limited Partners at any time by paying to all of the ITR Entity applicable Limited Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Limited Partners, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate Taxpayer, neither the ITR Entity applicable Limited Partners nor the Corporate Taxpayer shall have any further payment obligations under this AgreementAgreement in respect of such Limited Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity applicable Limited Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer exercises its termination rights under this Section 4.01(a), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) 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, 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 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity any Limited Partners as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity Limited Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The undersigned parties agree that the contrary, it shall aggregate value of the Tax Benefit Payments cannot be a breach of this Agreement if the Corporate Taxpayer fails to make ascertained with 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonable certainty for U.S. federal income tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Common Units held (or previously held and exchanged) by all Partners at any time by paying to all of the ITR Entity Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Partners, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation under this Section 4.01(a), neither the ITR Entity Applicable Partners nor the Corporate Taxpayer Corporation shall have any further payment obligations under this AgreementAgreement in respect of such Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity an Applicable Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Partners, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement with respect to such Exchange in such case shall be its obligations to all Partners under Section 4.03(a). (b) The Corporation may terminate the rights under this Agreement of any Partner who is not a Specified Partner with respect to Exchanges occurring prior to the date thereof at any time by paying to such Partner an Individual Early Termination Payment as calculated with respect to such Partner (taking into account only those Exchanges that have occurred prior to the date thereof, and for the avoidance of doubt not taking into account Common Units not yet Exchanged, nor taking into account Common Units Exchanged in prior Exchanges for which Individual Early Termination Payments have already been received); provided, however, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(b) prior to the time at which any Individual Early Termination Payment has been paid. Upon payment of the Individual Early Termination Payment by the Corporation to such Partner, neither the Applicable Partner nor the Corporation shall have any further payment obligations under this Agreement in respect of such Exchanges by such Partner, other than for any (a) Tax Benefit Payment agreed to by the Corporation and such Partner as due and payable but unpaid as of the Individual Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Individual Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Individual Early Termination Payment). For the avoidance of doubt, a termination pursuant to this Section 4.01(b) shall not impact the rights or obligations of the Corporation and such Partner with respect to Exchanges occurring after the date of such termination. (c) In the event that the Corporate Taxpayer Corporation breaches any of its material obligations under this AgreementAgreement with respect to one or more Partners, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, and does not cure such breach within ninety (90) days of receipt of notice of such breach from such Partner or Partners, then all obligations hereunder with respect to such Partner or Partners 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 not be limited to, (1) the an Early Termination Payment calculated with respect to such Partner or Partners pursuant to Section 4.01(a) as if an Early Termination Notice had been delivered to such Partner or Partners on the date of a the breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity such Partner or Partners as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due to such Partner or Partners for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this AgreementAgreement with respect to one or more Partners, the ITR Entity such Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in . (d) The undersigned parties hereby acknowledge and agree that the timing, amounts and aggregate value of Tax Benefit Payments pursuant to this Agreement to the contrary, it shall are 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonably ascertainable.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Parent may terminate this Agreement with respect to all amounts payable to of the ITR Entity Appleton Class B Exchangeable Units held (or previously held and exchanged) by all Members at any time by paying to the ITR Entity PDC the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the Corporate Taxpayer receipt of the Early Termination Payment by PDC, and provided, further, that Parent may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate TaxpayerParent, neither the ITR Entity nor the Corporate Taxpayer Parent shall not have any further payment obligations under this AgreementAgreement in respect of PDC, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Parent and the ITR Entity PDC as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after Parent exercises its termination rights under this Section 4.1(a), Parent shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporate Taxpayer Parent breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Parent and the ITR Entity PDC as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Parent breaches this Agreement, the ITR Entity PDC shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to Table of Contents (c) In the contrary, it shall not be a breach of this Agreement if event all Appleton Class B Exchangeable Units have been Exchanged and the Corporate Taxpayer fails to make any Tax Benefit Payment when paid for the most recent Taxable Year is less than $250,000, PDC may terminate this Agreement and Parent shall pay the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by PDC, and provided, further, that PDC may withdraw any notice to execute its termination rights under this Section 4.1(c) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by Parent, Parent shall not have any further payment obligations under this Agreement in respect of PDC, other than for any (a) Tax Benefit Payment agreed to by Parent and PDC as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided amount described in clause (b) is included in the Early Termination Payment). (d) The undersigned parties agree that the interest provisions aggregate value of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does Tax Benefit Payments cannot have sufficient cash to make such payment as a result of limitations imposed by be ascertained with any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonable certainty for U.S. federal income Tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may may, with the prior written consent of the TRA Disinterested Majority, terminate this Agreement with respect to all amounts payable to the ITR Entity TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to the ITR Entity each TRA Party the Early Termination PaymentPayment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties; provided further that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither none of the ITR Entity nor TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but that remains unpaid as of the Early Termination Notice Date and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (bii) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation (2)(A) the Corporate Taxpayer commences any case, proceeding or other action (i) under any existing or future law of law as any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a result bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the rejection nature referred to in clause (A) above that remains undismissed or undischarged for a period of this Agreement in a case commenced under the Bankruptcy Code or otherwisesixty (60) days, then 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 not be limited to, (1i) the Early Termination Payment Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (2ii) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and the ITR Entity such TRA Party as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3iii) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach but reduced by any amount breach; provided, that procedures similar to the procedures of Section 4.2 shall apply with respect to the portion determination of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of payable by the Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1i), (2ii) and (3iii) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer (x) has insufficient funds funds, or cannot make such payment as a result of obligations imposed in connection with any Senior Obligations, and cannot take commercially reasonable actions to obtain sufficient funds, to make such paymentpayment or (y) would become insolvent as a result of making such payment (in each case, as determined by the Board in good faith) (clauses (x) and (y) together, the “Liquidity Exceptions”); provided that the interest provisions of Section 5.2 shall apply to such late payment (unless payment, and provided further that if the Liquidity Exceptions apply and the Corporate Taxpayer does not have sufficient declares or pays any dividend of cash to make such payment as its shareholders while any Tax Benefit Payment is due and payable and remains unpaid, then the Liquidity Exceptions shall no longer apply. (c) In the event of a result Change of limitations imposed by any credit agreement to which Control, the Corporate Taxpayer shall provide written notice of such Change of Control to the TRA Parties in accordance with the procedures set forth in Section 2.7 of the Exchange Agreement and the TRA Party Representative shall have the option, upon written notice to the Corporate Taxpayer, to cause acceleration of all unpaid payment obligations with respect to Units that have been Exchanged prior to or any in connection with such Change of its Subsidiaries is a partyControl, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxcalculated as if an Early Termination Notice had been delivered on the date of such Change of Control and shall include, without duplication, (1) the Early Termination Payments calculated with respect to such TRA Parties as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of such Change of Control. In the event of a Change of Control, any Early Termination Payment described in the preceding sentence shall be calculated utilizing the Valuation Assumptions (a), (b), (c), substituting in each case and in the lead-in to such definition, the terms “date of a Change of Control” for an “Early Termination Date.” Any Exchanges with respect to which a payment has been made under this Section 4.1(c) shall be excluded in calculating any future Tax Benefit Payments, or Early Termination Payments, and this Agreement shall have no further application to such Exchanges.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Parent may terminate this Agreement with respect to all amounts payable to of the ITR Entity Class B Exchangeable Units held (or previously held and exchanged) by all Members at any time by paying to all of the ITR Entity applicable Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the Corporate Taxpayer receipt of the Early Termination Payment by all Members, and provided, further, that Parent may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerParent, neither the ITR Entity applicable Members nor the Corporate Taxpayer Parent shall have any further payment obligations under this AgreementAgreement in respect of such Members, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Parent and the ITR Entity applicable Member as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after Parent exercises its termination rights under this Section 4.1(a), Parent shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporate Taxpayer Parent breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Parent and the ITR Entity any Member as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Parent breaches this Agreement, the ITR Entity Members shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The undersigned parties agree that the contrary, it shall aggregate value of the Tax Benefit Payments cannot be a breach of this Agreement if the Corporate Taxpayer fails to make ascertained with any reasonable certainty for U.S. federal income 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and Exchanged) by all Principals at any time by paying to the ITR Entity Principals the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the receipt of the Early Termination Payment by all Principals, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Principals nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity as Applicable Principal (each acting in good faith) to be due and payable but unpaid as of the Early Termination Notice and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (bii) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Principals, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Principals under Section 4.03(a). (b) 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, 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, Title 11, U.S.C., or otherwise, then 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, (1i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2ii) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation acting in good faith and the ITR Entity as any Applicable Principal to be due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3iii) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Principals shall be entitled to elect to receive the amounts set forth in clauses (1i), (2ii) and (3iii) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will 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 months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The Corporation, Holdings and each of the contraryPrincipals hereby acknowledge that, it shall not be a breach as of the date of this Agreement if Agreement, the Corporate Taxpayer fails to make any aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for U.S. federal income tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Class A Units held (or previously held and distributed or exchanged) by the Partnership and all Partners at any time by paying to the ITR Entity Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Partners, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate TaxpayerCorporation, neither the ITR Entity OP nor the Corporate Taxpayer Corporation shall have any further payment obligations under this AgreementAgreement in respect of the Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity a Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payment with respect to all Partners, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Partners under Section 4.03(a). (b) 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, 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 does not cure such breach within ninety (90) days of receipt of notice of such breach from a Partner, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity any Partner as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, and this Section 4.01(b) applies, the ITR Entity Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) ), and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation under this Agreement if the Corporate Taxpayer Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer Corporation has insufficient funds funds, and cannot take commercially reasonable actions to obtain sufficient funds, to make such payment; provided that the interest provisions of Section 5.2 5.02 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a partySenior Obligations, in which case case, Section 5.2 5.02 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate). (c) The undersigned parties hereby acknowledge and agree that the timing, amounts, and aggregate value of Tax Benefit Payments pursuant to this Agreement are not reasonably ascertainable.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Operating Subsidiaries Group Units held (or previously held and Exchanged) by all Principals at any time by paying to the ITR Entity Principals the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the receipt of the Early Termination Payment by all Principals, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Principals nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation acting in good faith and the ITR Entity as Applicable Principal to be due and payable but unpaid as of the Early Termination Notice and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (bii) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Principals, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Principals under Section 4.03(a). (b) In If 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, 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, Title 11, U.S.C., or otherwise, then 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, (1i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2ii) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation acting in good faith and the ITR Entity as any Applicable Principal to be due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3iii) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in if the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Principals shall be entitled to elect to receive the amounts set forth in clauses (1i), (2ii) and (3iii) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will 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 months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The Corporation, each of the contraryOperating Subsidiaries and each of the Principals hereby acknowledge that, it shall not be a breach as of the date of this Agreement if Agreement, the Corporate Taxpayer fails to make any aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for U.S. federal income Tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Company may terminate this Agreement with respect to all amounts payable to of the ITR Entity Class B Units held (or previously held and Exchanged) by all Limited Partners at any time by paying to the ITR Entity Limited Partners the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the receipt of the Early Termination Payment by all Limited Partners, and provided, further, that the Corporate Taxpayer Company may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCompany, neither the ITR Entity Limited Partners nor the Corporate Taxpayer Company shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer Company acting in good faith and the ITR Entity as Applicable Limited Partner to be due and payable but unpaid as of the Early Termination Notice and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (bii) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Company makes the Early Termination Payments with respect to all Limited Partners, the Company shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Limited Partners under Section 4.3(a). (b) In the event that the Corporate Taxpayer Company breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code Code, Title 11, U.S.C., or otherwise, then 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, (1i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2ii) any Tax Benefit Payment agreed to by the Corporate Taxpayer Company acting in good faith and the ITR Entity as any Applicable Limited Partner to be due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3iii) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Company breaches this Agreement, the ITR Entity Limited Partners shall be entitled to elect to receive the amounts set forth in clauses (1i), (2ii) and (3iii) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will 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 months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The Company, Silvercrest LP and each of the contraryLimited Partners hereby acknowledge that, it shall not be a breach as of the date of this Agreement if Agreement, the Corporate Taxpayer fails to make any aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for U.S. federal income Tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer With the written approval of a majority of the Independent Directors, APAM may terminate this Agreement with respect to some or all amounts payable to some or all of the ITR Entity LP Unit Holders (including, for the avoidance of doubt, any transferee pursuant to Section 7.6(a)(ii)) at any time by paying to the ITR Entity such Person or Persons the Early Termination Payment; provided, however, that this Agreement shall only terminate with respect to any such Person upon the Corporate Taxpayer receipt of the Early Termination Payment by such Person, and provided, further, that APAM may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate TaxpayerAPAM, neither the ITR Entity LP Unit Holder nor the Corporate Taxpayer APAM shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer APAM and the ITR Entity LP Unit Holder as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the calculation of the Early Termination Payment). (b) In the event that the Corporate Taxpayer breaches any of . If an Exchange occurs with respect to LP Units with respect to which APAM has exercised its material termination rights under this Section 4.1(a), APAM shall have no obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)Exchange.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and Exchanged) by all Members at any time by paying to the ITR Entity Members the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Members nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation acting in good faith and the ITR Entity as Applicable Member to be due and payable but unpaid as of the Early Termination Notice and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (bii) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.03(a). (b) 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, 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, Title 11, U.S.C., or otherwise, then 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, (1i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2ii) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation acting in good faith and the ITR Entity as any Applicable Member to be due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3iii) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Members shall be entitled to elect to receive the amounts set forth in clauses (1i), (2ii) and (3iii) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will 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 months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The Corporation, MNG and each of the contraryMembers hereby acknowledge that, it shall not be a breach as of the date of this Agreement if Agreement, the Corporate Taxpayer fails to make any aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for U.S. federal income Tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Vantiv may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time approval by a majority of the directors of Vantiv by paying to Fifth Third an agreed value of payments remaining to be made under this Agreement (the ITR Entity “Early Termination Payment”) as of the date of the Early Termination Notice (as defined below). The Early Termination Payment as of the date of an Early Termination Notice (as defined below) shall equal the present value, discounted at the Early Termination Rate, of all Tax Benefit Payments that would be required to be paid by Vantiv to Fifth Third during the period from the date of the Early Termination Notice through the Scheduled Termination Date (taking into account the impact of the Early Termination Payment; provided, that ) assuming the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paidValuation Assumptions are applied. Upon payment of the Early Termination Payment by the Corporate TaxpayerVantiv, neither the ITR Entity nor the Corporate Taxpayer Vantiv shall have any no further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Vantiv and the ITR Entity Fifth Third as due and payable but unpaid as of the Early Termination Notice and (b) any Tax Benefit Payment due for the Covered Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (a) or (b) is included in the Early Termination Payment). (b) In the event that the Corporate Taxpayer Vantiv materially breaches any of its material obligations under this Agreement, whether as a result of failure to make any material payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseCode, then 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, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Vantiv and the ITR Entity Fifth Third as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Vantiv breaches this Agreement, the ITR Entity Fifth Third shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to In the contrary, it shall not be case of a breach of this Agreement if the Corporate Taxpayer fails a material obligation other than an obligation to make any a payment, Vantiv will not be considered to have breached such obligation for purposes of this Section 5.01(b) until Vantiv shall have been provided a reasonable opportunity to cure such breach (if capable of cure) and shall have failed to cure such breach. (c) Vantiv, Holding and Fifth Third hereby acknowledge that, as of the date of this Agreement, the aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for Federal Income Tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity Limited Partners and with respect to all of the Partnership Units held (or previously held and exchanged) by all Limited Partners at any time by paying to the ITR Entity each Limited Partner the Early Termination PaymentPayment in respect of such Limited Partner; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Limited Partners, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither the ITR Entity applicable Limited Partners nor the Corporate Taxpayer shall have any further payment obligations under this AgreementAgreement in respect of such Limited Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity applicable Limited Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer exercises its termination rights under this Section 4.01(a), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In Upon the event that the Corporate Taxpayer breaches occurrence of any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then Acceleration Event 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 Acceleration Event and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breachsuch Acceleration Event, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity any Limited Partners as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breachsuch Acceleration Event, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencean Acceleration Event. Notwithstanding the foregoing, in upon the event that the Corporate Taxpayer breaches this Agreementoccurrence of an Acceleration Event, the ITR Entity Limited Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. . (c) The undersigned parties agree that the failure to make any payment due pursuant to this Agreement within three months aggregate value of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will Tax Benefit Payments cannot be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 ascertained with 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonable certainty for U.S. federal income tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and Exchanged) by all Members at any time by paying to the ITR Entity Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Members nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity Member as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.03(a). (b) 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, 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 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, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity any Members as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Members shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months ninety (90) calendar days of the date such payment is due (subject to the Corporation’s rights under Section 3.01(c)) shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months ninety (90) calendar days of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The Corporation, PMLLC and each of the contraryMembers hereby acknowledge that, it shall not be a breach as of the date of this Agreement if Agreement, the Corporate Taxpayer fails to make any aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for United States federal income tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer With the written approval of a majority of the board of directors of PubCo, the Company may terminate this Agreement with respect to all amounts payable to the ITR Entity Sellers at any time by paying causing the Company to pay to the ITR Entity Sellers their Pro Rata Percentage (as defined in the Merger Agreement) of the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to receipt of the time at which any entire Early Termination Payment has been paidby the Sellers. Upon payment of the Early Termination Payment by the Corporate TaxpayerCompany, neither the ITR Entity nor the Corporate Taxpayer Company shall not have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer Company and the ITR Entity Stockholders’ Representative as due and payable but unpaid as of the Early Termination Notice and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (bi) or (ii) is included in the Early Termination Payment). (b) In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the effective date of such Change of Control and shall include, but not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on such date, (ii) any Tax Benefit Payment agreed to by the Company and the Stockholders’ Representative as due and payable but unpaid as of the date of the deemed Early Termination Notice, and (iii) any Tax Benefit Payment due for the Taxable Year ending with or including the date of the deemed Early Termination Notice (except to the extent that the Corporate Taxpayer amount described in clause (ii) or (iii) is included in the Early Termination Payment). (c) In the event that (x) the Company breaches any of its material obligations under this Agreement, whether as a result of failure of the Company to make any payment when due, due or failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in (y) a case is commenced under the Bankruptcy Code against PubCo, Parent or otherwisethe Company and is not dismissed in sixty (60) days, then then, in the case of clause (x) upon notice from the Company and in the case of clause (y) automatically, 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 event and shall include, but not be limited to, (1i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breachsuch event, (2ii) any Tax Benefit Payment agreed to by the Corporate Taxpayer Company and the ITR Entity Stockholders’ Representative as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breachsuch event, and (3iii) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect such event (except to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining extent that the amount due under described in clause (1ii) of this sentenceor (iii) is included in the Early Termination Payment). Notwithstanding the foregoing, in the event that the Corporate Taxpayer Company breaches this Agreement, the ITR Entity Stockholders’ Representative shall be entitled to elect for the Sellers to receive the amounts set forth in clauses (1i), (2ii) and (3iii) above above, or to seek specific performance of the terms hereofhereof from the Company (or PubCo as guarantor). The parties agree that the failure of the Company to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within until three (3) months of the date such payment is due. Notwithstanding anything in this Agreement . (d) In the event of a Divestiture, the Company shall pay to the contrarySellers the Divestiture Acceleration Payment in respect of such Divestiture, 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)calculated using the Valuation Assumptions.

Early Termination and Breach of Agreement. (a) The With the written approval of a majority of the Independent Directors, the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time by paying to the ITR Entity the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by the ITR Entity, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither the ITR Entity nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). (b) 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, 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 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 any existing credit agreement agreements to which the Corporate Taxpayer or any of its Subsidiaries EBS is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate).

Early Termination and Breach of Agreement. (a) The With the written approval of a majority of the Independent Directors, the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity and with respect to all of the Units held by HF Non-Corporate Members at any time by paying to the ITR Entity the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by the ITR Entity, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither the ITR Entity nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer exercises its termination rights under this Section 4.1(a), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) 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, 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 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 any existing credit agreement agreements to which the Corporate Taxpayer or any of its Subsidiaries EBS is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate).

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Parent may terminate this Agreement with respect to all amounts payable to of the ITR Entity Partnership Units held (or previously held and exchanged) by the TRA Holders, or indirectly held by holders of AOH Units, at any time by paying to the ITR Entity TRA Holders the Early Termination Payment; providedprovided that (a) this Agreement shall only terminate upon the receipt of the Early Termination Payment by the TRA Holders, that and (b) the Corporate Taxpayer Parent may withdraw any notice to execute its termination rights under this Section 4.1(a) 4.01 prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerParent, neither the ITR Entity nor the Corporate Taxpayer Parent shall not have any further payment obligations under this AgreementAgreement in respect of the TRA Holders, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Parent and the ITR Entity Principals as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Parent exercises its termination rights under this Section 4.01, no AOG Topco Entity shall have obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporate Taxpayer If an AOG Topco Entity breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer such AOG Topco Entity and the ITR Entity any TRA Holders as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer if an AOG Topco Entity breaches this Agreement, the ITR Entity TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three 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 ; provided that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement if such payment is made within three months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The undersigned parties agree that the contrary, it shall aggregate value of the Tax Benefit Payments cannot be a breach of this Agreement if the Corporate Taxpayer fails to make ascertained with 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonable certainty for U.S. federal income tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity TRA Parties and with respect to all of the Units held by TRA Parties at any time by paying to the ITR Entity each TRA Party the Early Termination PaymentPayment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by the TRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate Taxpayer, neither none of the ITR Entity nor TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer Taxpayer, on the one hand, and the ITR Entity TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (bii) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer exercises its termination rights under this Section 4.1(a), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) 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, 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 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 not be limited to, (1i) the Early Termination Payment Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (2ii) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and the ITR Entity such TRA Party as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3iii) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1i), (2ii) and (3iii) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx).

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer With the written approval of a majority of the Independent Directors, the Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Common Units held (or previously held and exchanged) by all Members at any time by paying to all of the ITR Entity Members the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate TaxpayerCorporation, neither the ITR Entity Applicable Members nor the Corporate Taxpayer Corporation shall have any further payment obligations under this AgreementAgreement in respect of such Members, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity an Applicable Member as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payment with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.03(a). (b) In the event of a Change of Control, all payment obligations hereunder shall be accelerated and calculated as if an Early Termination Notice had been delivered on the effective date of the Change of Control, using the Valuation Assumptions and by substituting, in each case, the term “the closing date of a Change of Control” for the term “Early Termination Date.” Such payment obligations shall include, but not be limited to, (i) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the effective date of a Change of Control, (ii) payment of any Tax Benefit Payment previously due and payable but unpaid as of the Early Termination Notice, and (iii) except to the extent included in the Early Termination Payment or if included as a payment under clause (ii) of this Section 4.01(b), payment of any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the effective date of a Change of Control. Sections 4.02 and 4.03 shall apply to a Change of Control mutadis mutandi. (c) 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, 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 does not cure such breach within ninety (90) days of receipt of notice of such breach from such Member, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity any Members as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Members shall be entitled to elect to receive the amounts set forth in clauses (1), (2) ), and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation under this Agreement if the Corporate Taxpayer Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer Corporation has insufficient funds funds, and cannot take commercially reasonable actions to obtain sufficient funds, to make such payment; provided that the interest provisions of Section 5.2 5.02 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a partyand Senior Obligations, in which case case, Section 5.2 5.02 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate). (d) The undersigned parties hereby acknowledge and agree that the timing, amounts and aggregate value of Tax Benefit Payments pursuant to this Agreement are not reasonably ascertainable.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Vantiv may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time approval by a majority of the directors of Vantiv by paying to JPDN an agreed value of payments remaining to be made under this Agreement (the ITR Entity “Early Termination Payment”) as of the date of the Early Termination Notice (as defined below). The Early Termination Payment as of the date of an Early Termination Notice (as defined below) shall equal the present value, discounted at the Early Termination Rate, of all Tax Benefit Payments that would be required to be paid by Vantiv to JPDN during the period from the date of the Early Termination Notice through the Scheduled Termination Date (taking into account the impact of the Early Termination Payment; provided, that ) assuming the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paidValuation Assumptions are applied. Upon payment of the Early Termination Payment by the Corporate TaxpayerVantiv, neither the ITR Entity nor the Corporate Taxpayer Vantiv shall have any no further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Vantiv and the ITR Entity JPDN as due and payable but unpaid as of the Early Termination Notice and (b) any Tax Benefit Payment due for the Covered Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (a) or (b) is included in the Early Termination Payment). (b) In the event that the Corporate Taxpayer Vantiv materially breaches any of its material obligations under this Agreement, whether as a result of failure to make any material payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwiseCode, then 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, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Vantiv and the ITR Entity JPDN as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Vantiv breaches this Agreement, the ITR Entity JPDN shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to In the contrary, it shall not be case of a breach of this Agreement if the Corporate Taxpayer fails a material obligation other than an obligation to make any a payment, Vantiv will not be considered to have breached such obligation for purposes of this Section 5.01(b) until Vantiv shall have been provided a reasonable opportunity to cure such breach (if capable of cure) and shall have failed to cure such breach. (c) Vantiv, Holding and JPDN hereby acknowledge that, as of the date of this Agreement, the aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for Federal Income Tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer FINV may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time by paying to the ITR Entity each TRA Holder its proportionate share of the Early Termination Payment; provided, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate TaxpayerFINV, neither the ITR Entity nor the Corporate Taxpayer FINV shall not have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer FINV acting in good faith and the ITR Entity any TRA Holder as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). Upon payment of all amounts provided for in this Section 4.1(a), this Agreement shall terminate. (b) In the event that the Corporate Taxpayer FINV breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer FINV acting in good faith and the ITR Entity any TRA Holder as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer FINV breaches this Agreement, the ITR Entity TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will 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 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 FINV fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer FINV 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 FINV does not have sufficient cash to make such payment as a result of limitations imposed by any existing credit agreement agreements to which the Corporate Taxpayer FICV or any Subsidiary of its Subsidiaries FICV is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate); provided further that it shall be a breach of this Agreement, and the provisions in the first two sentences of this Section 4.1(b) shall apply as of the original due date of the Tax Benefit Payment, if FINV makes any distribution of cash or other property to its shareholders while any Tax Benefit Payment is due and payable but unpaid. (c) FINV and each TRA Holder hereby acknowledges that, as of the date of this Agreement, the aggregate value of the Tax Benefit Payments cannot reasonably be ascertained for U.S. federal income Tax or other applicable Tax purposes. (d) In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the effective date of a Change of Control, (2) any Tax Benefit Payment in respect of a Member agreed to by the Corporation and such Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the effective date of a Change of Control. In the event of a Change of Control, the Early Termination Payment shall be calculated utilizing the Valuation Assumptions and by substituting in each case the terms “the closing date of a Change of Control” for an “Early Termination Date.”

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and exchanged) by all Partners at any time by paying to all of the ITR Entity Partners the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the receipt of the Early Termination Payment by all Partners, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation under this Section 4.01(a), neither the ITR Entity Applicable Partners nor the Corporate Taxpayer Corporation shall have any further payment obligations under this AgreementAgreement in respect of such Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity an Applicable Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Partners, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement with respect to such Exchange in such case shall be its obligations to all Partners under Section 4.03(a). (b) The Corporation may terminate the rights under this Agreement of any Partner who is not a Specified Partner with respect to Exchanges occurring prior to the date thereof at any time by paying to such Partner an Individual Early Termination Payment as calculated with respect to such Partner (taking into account only those Exchanges that have occurred prior to the date thereof, and for the avoidance of doubt not taking into account Units not yet Exchanged, nor taking into account Units Exchanged in prior Exchanges for which Individual Early Termination Payments have already been received); provided, however, that the Corporation may withdraw any notice to execute its termination rights under this Section 4.01(b) prior to the time at which any Individual Early Termination Payment has been paid. Upon payment of the Individual Early Termination Payment by the Corporation to such Partner, neither the Applicable Partner nor the Corporation shall have any further payment obligations under this Agreement in respect of such Exchanges by such Partner, other than for any (a) Tax Benefit Payment agreed to by the Corporation and such Partner as due and payable but unpaid as of the Individual Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Individual Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Individual Early Termination Payment). For the avoidance of doubt, a termination pursuant to this Section 4.01(b) shall not impact the rights or obligations of the Corporation and such Partner with respect to Exchanges occurring after the date of such termination. (c) In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Partners as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.02 and 4.03 shall apply to a Change of Control, mutadis mutandi. (d) In the event that the Corporate Taxpayer Corporation breaches any of its material obligations under this AgreementAgreement with respect to one or more Partners, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, and does not cure such breach within ninety (90) days of receipt of notice of such breach from such Partner or Partners, then all obligations hereunder with respect to such Partner or Partners 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 not be limited to, (1) the an Early Termination Payment calculated with respect to such Partner or Partners pursuant to Section 4.01(a) as if an Early Termination Notice had been delivered to such Partner or Partners on the date of a the breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity such Partner or Partners as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due to such Partner or Partners for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect (except to the portion of such Taxable Year beginning after extent that any amounts described in clauses (2) or (3) are included in the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentenceEarly Termination Payment). Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches any of its material obligations under this AgreementAgreement with respect to one or more Partners, the ITR Entity such Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the Corporation’s failure to make any payment due pursuant to this Agreement within three 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; provided, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to ; provided, further, that the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails failure to make any Tax Benefit Payment when payment due pursuant 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 this Agreement as a result of limitations imposed by (a) a prohibition, restriction or covenant under any credit agreement, loan agreement, note, indenture or other agreement to which the Corporate Taxpayer governing indebtedness of HLA or any of its Subsidiaries is or the Corporation or (b) restrictions under applicable law shall not be considered to be a partybreach of a material obligation under this Agreement. (e) The undersigned parties hereby acknowledge and agree that the timing, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)amounts and aggregate value of Tax Benefit Payments pursuant to this Agreement are not reasonably ascertainable.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to the ITR Entity Partners at any time by paying to all of the ITR Entity Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Partners, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate TaxpayerCorporation, neither the ITR Entity nor the Corporate Taxpayer Corporation shall not have any further payment obligations under this AgreementAgreement in respect of such Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity any Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation provides the Early Termination Notice, then unless the Corporation withdraws such Early Termination Notice prior to full payment of the Early Termination Payment, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Partners under Section 4.03(a). (b) In the event of a Change of Control, unless otherwise agreed in writing by both Partner Representatives, all payment obligations hereunder shall be accelerated and calculated as if an Early Termination Notice and an Early Termination Schedule had been delivered on the effective date of the Change of Control, using the Valuation Assumptions and by substituting, in each case, the term “the closing date of a Change of Control” for the term “Early Termination Date.” Such payment obligations shall include, but not be limited to, (i) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the effective date of a Change of Control, (ii) payment of any Tax Benefit Payment previously due and payable but unpaid as of the Early Termination Notice, and (iii) except to the extent included in the Early Termination Payment or if included as a payment under clause (ii) of this Section 4.01(b), payment of any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the effective date of a Change of Control. Sections 4.02 and 4.03 shall apply to a Change of Control mutatis mutandis. (c) In the event that PubCo or 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, 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 does not cure such breach within ninety (90) days of receipt of notice of such breach from such Partner, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity any Partners as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that PubCo or the Corporate Taxpayer Corporation breaches this AgreementAgreement and this Section 4.01(c) applies, the ITR Entity Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) ), and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation under this Agreement if the Corporate Taxpayer Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer Corporation has insufficient funds funds, and cannot take commercially reasonable actions to obtain sufficient funds, to make such payment; provided that the interest provisions of Section 5.2 5.02 shall apply to such late payment (unless the Corporate Taxpayer Corporation does not have sufficient cash funds to make such payment as a result of limitations a limitation imposed by any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a partySenior Obligations, in which case case, Section 5.2 5.02 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)the Agreed Rate; provided, further, that such payment obligation shall nonetheless accrue for the benefit of the Partners, and the Corporation shall make such payment at the first opportunity that it has sufficient funds and is otherwise able to make such payment.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Partnership Units held (or previously held and exchanged) by all Partners at any time by paying to all of the ITR Entity applicable Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Partners, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity applicable Partners nor the Corporate Taxpayer Corporation shall have any further payment obligations under this AgreementAgreement in respect of such Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity applicable Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). In the event of a Change of Control, for all purposes of this Agreement, the Company shall be considered to have acquired all Partnership Units from the applicable Partners on the day before the closing date of such Change of Control for Class A Shares in a taxable transaction and shall make Tax Benefit Payments to all applicable Partners as if such acquisition had actually occurred and the Corporation had actually realized the maximum amount of Tax Benefit each Taxable Year taking into account the Valuation Assumptions (1), (3), and (4) but substituting in each case the terms “the closing date of a Change of Control” for “an Early Termination Date.” For each taxable year ending on or after the date of a Change of Control, all Tax Benefit Payments made with respect to Partnership Units that that were exchanged prior to the date of such Change of Control shall thereafter be made by taking into account Valuation Assumptions (1), (3), and (4) but substituting in each case the terms “the closing date of a Change of Control” for an “Early Termination date. ” For purposes of calculating Tax Benefit Payments in the case of a Change of Control, any actual dispositions occurring earlier than the dates provided for in Valuation Assumption (4) shall be taken into account. If one or more Partnership Units are exchanged following the date of a Change of Control (a “Subsequent Exchange”), all Tax Benefit Payments made following the date of the Subsequent Exchange shall be equal to the sum of: (i) the Tax Benefit Payments that are due hereunder as a result of such Change of Control; and (ii) the Tax Benefit Payments that would have been due hereunder with respect to an exchange occurring on the date of the Subsequent Exchange in which the Basis Adjustment is equal to the increase, if any, of the Fair Market Value of the exchanged Partnership Units on the date of the Subsequent Exchange over the Fair Market Value of such Partnership Units used to calculate the Tax Benefits Payments with respect to the Change of Control. If an Exchange occurs after the Corporation exercises its termination rights under this Section 4.01(a), the Corporation shall have no obligations under this Agreement with respect to such Exchange. (b) 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, 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 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity any Partners as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The undersigned parties agree that the contrary, it shall aggregate value of the Tax Benefit Payments cannot be a breach of this Agreement if the Corporate Taxpayer fails to make ascertained with 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonable certainty for U.S. federal income tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to the ITR Entity each TRA Party the Early Termination PaymentPayment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the entire Early Termination Payment by all TRA Parties and payments described in the next sentence, if any and provided further that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the entire Early Termination Payment by the Corporate TaxpayerTaxpayer to all of the TRA Parties, neither none of the ITR Entity nor TRA Parties or the Corporate Taxpayer shall have any further payment rights or obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but that remains unpaid as of the Early Termination Notice Date and as of the date of payment of the Early Termination Payment and (bii) any Tax Benefit Payment due for the Taxable Year ending immediately prior to, ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (i) or this clause (bii) is are included in the Early Termination Payment). If a Future Exchange occurs after the Early Termination Date, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Future Exchange other than the obligations under this Section 4.1. (b) In the event that the Corporate Taxpayer (1) materially breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code (or otherwiseother similar law), then 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 not be limited to, (1i) the Early Termination Payment Payments calculated as if an Early Termination Notice had been delivered on the date of a such breach, (2ii) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and the ITR Entity such TRA Party as due and payable but unpaid as of the date of a breach with such breach, and (iii) any Tax Benefit Payment in respect to of any Taxable Year prior to TRA Party due for the Taxable Year ending immediately prior to, with or including the date of a breachsuch breach (except to the extent included in clause (i) or clause (ii)); provided, and (3that procedures similar to the procedures of Section 4.3(b) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount shall apply with respect to the portion determination of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of payable by the Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches a material obligation under this AgreementAgreement (and, in the ITR Entity case of a breach of a material obligation other than a Material Payment Default, does not cure such breach reasonably promptly upon written notice thereof), each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1i), (2ii) and (3iii) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of on 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 AgreementAgreement if the TRA Party Representative provides written notice of breach of a material obligation to the Corporate Taxpayer and such breach has not been remedied within three (3) months of the date of such notice (such breach, a “Material Payment Default”), and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer (x) has insufficient funds funds, or cannot make such payment as a result of obligations imposed in connection with any Senior Obligations, and cannot take commercially reasonable actions to obtain sufficient funds, to make such paymentpayment or (y) would become insolvent as a result of making such payment (in each case, as determined by the Board in good faith) (clause (x) and this clause (y) together, the “Liquidity Exceptions”); provided that the interest provisions of Section 5.2 shall apply to such late payment (unless and any such payment obligation shall nonetheless accrue for the benefit of the TRA Parties and the Corporate Taxpayer does not have sufficient cash to shall make such payment as a result of limitations imposed by any credit agreement to which at the first opportunity that the Liquidity Exceptions do not apply, and provided, further, that if the Liquidity Exceptions apply and the Corporate Taxpayer declares or pays any dividend of cash to its Subsidiaries shareholders while any Tax Benefit Payment is due and payable and remains unpaid, then the Liquidity Exceptions shall no longer apply. In the case of a partybreach of a material obligation other than a Material Payment Default, the Corporate Taxpayer will not be considered to have breached such obligation for purposes of this Section 4.1(b) until the Corporate Taxpayer shall have been provided by the TRA Party Representative a written notice of, and a reasonable opportunity to cure, such breach and shall have failed to cure such breach. (c) In the event of a Change of Control, all obligations hereunder will be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and shall include, without duplication, (1) the Early Termination Payments calculated with respect to the TRA Parties as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in which case respect of any TRA Party due for the Taxable Year ending immediately prior to, with or including the date of such Change of Control (except to the extent included in clause (1) or clause (2)). In the event of a Change of Control, (i) the TRA Parties shall be entitled to receive the amounts set forth in clauses (1), (2) and (3) of the preceding sentence, (ii) any Early Termination Payment described in the preceding sentence shall be calculated utilizing the Valuation Assumptions by substituting the phrase “date of a Change of Control” in each place “Early Termination Date” appears and (iii) Section 5.2 4.2 and Section 4.3 shall apply, but mutatis mutandis, with respect to payments to the Default Rate TRA Parties upon the Change of Control. Upon payment by the Corporate Taxpayer of the full amount prescribed by this Section 4.1(c) pursuant to a Change of Control, the Corporate Taxpayer shall be replaced by LIBOR plus 000 xxxxx xxxxxx)have no further payment obligations under this Agreement.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer a. APO Corp. may terminate this Agreement with respect to all amounts payable to of the ITR Entity Partnership Units held (or previously held and exchanged) by all Holders at any time by paying to all of the ITR Entity applicable Holders the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the Corporate Taxpayer receipt of the Early Termination Payment by all Holders, and provided, further, that APO Corp. may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerAPO Corp., neither the ITR Entity applicable Holders nor the Corporate Taxpayer APO Corp. shall have any further payment obligations under this AgreementAgreement in respect of such Holders, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer APO Corp. and the ITR Entity applicable Holder as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after APO Corp. exercises its termination rights under this Section 4.01(a), APO Corp. shall have no obligations under this Agreement with respect to such Exchange. (b) b. In the event that the Corporate Taxpayer APO Corp. breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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 not be limited to, (1) Doc#: US1:8509067v5 11 the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer APO Corp. and the ITR Entity any Holder as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer APO Corp. breaches this Agreement, the ITR Entity Holders shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to . c. The undersigned parties agree that the contrary, it shall aggregate value of the Tax Benefit Payments cannot be a breach of this Agreement if the Corporate Taxpayer fails to make ascertained with 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonable certainty for U.S. federal income tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may may, with the prior written consent of the TRA Disinterested Majority, terminate this Agreement with respect to all amounts payable to the ITR Entity TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to the ITR Entity TRA Parties, in accordance with their respective shares as set forth on the Payment Schedule, the Early Termination PaymentPayment due pursuant to Section 4.3 in respect of all TRA Parties; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties; provided further that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by to all of the Corporate TaxpayerTRA Parties, neither none of the ITR Entity nor TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but that remains unpaid as of the Early Termination Notice Date and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause clauses (bi) or (ii) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporate Taxpayer (i) breaches any of its material obligations under this Agreement, whether as or (ii)(A) the Corporate Taxpayer commences any case, 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, seeking to adjudicate it a result 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 failure to a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any payment when duecase, failure to honor any proceeding or other material obligation required hereunder or by operation of law as a result action of the rejection nature referred to in clause (A) above that remains undismissed or undischarged for a period of this Agreement in a case commenced under the Bankruptcy Code or otherwise60 days, then 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 not be limited to, (1x) the Early Termination Payment Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (2y) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and the ITR Entity such TRA Party as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3z) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach but reduced by any amount breach; provided that procedures similar to the procedures of Section 4.2 shall apply with respect to the portion determination of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of payable by the Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this AgreementAgreement (and, in the ITR Entity case of a breach of a material obligation other than an obligation to make a payment, does not cure such breach within 10 business days following receipt by the Corporate Taxpayer of written notice thereof), each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1x), (2y) and (3z) above or to seek specific performance of the terms hereof. The parties hereto agree that the failure by the Corporate Taxpayer to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement by the Corporate Taxpayer to make a payment due pursuant to this Agreement within three 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 Corporate Taxpayer if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer (I) has insufficient funds funds, or cannot make such payment as a result of obligations imposed in connection with any Senior Obligations, and cannot take commercially reasonable actions to obtain sufficient funds, to make such paymentpayment or (II) would become insolvent as a result of making such payment (in each case, as determined by the Board in good faith) (clauses (I) and (II) together, the “Liquidity Exceptions”); provided that the interest provisions of Section 5.2 shall apply to such late payment (unless payment; provided, further, that if the Liquidity Exceptions apply and the Corporate Taxpayer does not have sufficient declares or pays any dividend of cash to make such payment as its shareholders while any Tax Benefit Payment is due and payable and remains unpaid, then the Liquidity Exceptions shall no longer apply. (c) In the event of a result Change of limitations imposed by any credit agreement to which Control, the Corporate Taxpayer shall provide written notice of such Change of Control to the TRA Parties in accordance with the procedures set forth in Section 11.07 of the LLC Agreement and the TRA Party Representative shall have the option, upon written notice to the Corporate Taxpayer, to cause acceleration of all unpaid payment obligations with respect to Units that have been Exchanged prior to or in connection with such Change of Control, which shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and shall include, without duplication, (i) the Early Termination Payments calculated with respect to such TRA Parties as if the Early Termination Date is the date of such Change of Control, (ii) any Tax Benefit Payment due and payable and that remains unpaid as of its Subsidiaries is the date of such Change of Control and (iii) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of such Change of Control. In the event of a partyChange of Control, any Early Termination Payment described in the preceding sentence shall be calculated utilizing the assumptions (i), (ii) and (iii) set forth in the definition of Valuation Assumptions, substituting, in each case, and in the lead-in to such definition, the terms “date of a Change of Control” for an “Early Termination Date.” Any Exchanges with respect to which case a payment has been made under this Section 5.2 shall apply, but the Default Rate 4.1(c) shall be replaced by LIBOR plus 000 xxxxx xxxxxx)excluded in calculating any future Tax Benefit Payments or Early Termination Payments, and this Agreement shall have no further application to such Exchanges.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Unless terminated earlier pursuant to this Section 4.1, this Agreement will terminate when there is no further potential for a Tax Benefit Payment pursuant to this Agreement. Tax Benefit Payments under this Agreement are not conditioned on any TRA Party retaining an interest in PubCo or the Company (or any successor thereto); provided, however, no Tax Benefit Payment shall accrue, or shall become due or payable with respect to any Exchange, after the twentieth (20th) anniversary of the effective date of such Exchange. (b) In the event of a Change of Control, each TRA Party shall have the option, in its sole discretion, by written notice to PubCo, to cause the acceleration of all unpaid payment obligations of PubCo hereunder as calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, without duplication, but not be limited to, (i) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (ii) any Tax Benefit Payments agreed to by PubCo and the TRA Holders as due and payable but unpaid as of the Early Termination Notice (which Tax Benefit Payments shall not be included in the Early Termination Payments) and that remain unpaid as of the payment of the Early Termination Payments, and (iii) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control unpaid as of the Early Termination Notice (except to the extent that any amounts described in clause (iii) are included in the Early Termination Payments or are included in clause (ii)) and that remain unpaid as of the payment of the Early Termination Payments. For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandis. (c) PubCo may terminate this Agreement with respect to all amounts payable to the ITR Entity TRA Parties and with respect to all of the Company Interests held by the TRA Parties at any time by paying to the ITR Entity each TRA Party the Early Termination Payment; Payment in respect of such TRA Party; provided, however, that this Agreement shall only terminate pursuant to this Section 4.1(c) upon the Corporate Taxpayer receipt of the Early Termination Payment by all TRA Parties; provided, further, that PubCo may terminate this Agreement pursuant to this Section 4.1(c) with respect to some or all of the amounts payable to less than all of the TRA Parties, if PubCo and such TRA Parties agree in writing to do so; and provided, further that PubCo may withdraw any notice to execute its termination rights under this Section 4.1(a4.1(c) prior to the time at which any an Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate TaxpayerPubCo in accordance with this Section 4.1(c), neither the ITR Entity nor the Corporate Taxpayer PubCo shall not have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer PubCo, on one hand, and the ITR Entity TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange by a TRA Party occurs after PubCo makes the Early Termination Payment to such TRA Party pursuant to this Section 4.1(c), PubCo shall have no obligations under this Agreement with respect to such Exchange. (bd) The parties agree that, subject to Section 4.1(f), 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. (e) In the event that the Corporate Taxpayer PubCo breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when within three (3) months of the date on which such payment is due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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 includeinclude (without duplication), but not be limited to, (1) the Early Termination Payment Payments calculated as if an Early Termination Notice had been delivered on the date of a such breach, (2) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer PubCo and the ITR Entity such TRA Party as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a such breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach but reduced by any amount such breach; provided that procedures similar to the procedures of Section 4.2 shall apply with respect to the portion determination of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of payable by PubCo pursuant to this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer PubCo breaches this Agreement, the ITR Entity each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to . (f) Notwithstanding anything in this Agreement within three months of to the date such payment is due contrary, PubCo shall not be deemed considered to be a in breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach on account of a material obligation under this Agreement failure to make a payment due pursuant to this Agreement if: (i) PubCo makes the applicable payment 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 ; or (ii) PubCo fails to make any Tax Benefit Payment when due to the extent that PubCo has insufficient funds by reason of the Corporate Taxpayer has Company having insufficient funds to make a distribution to PubCo in order for PubCo make such payment; , or due to such payment being prohibited as a result of limitations imposed by any credit agreement to which the Company is a party); provided that the interest provisions of Section 5.2 shall apply to such late payment payment; provided, further, that (unless A) PubCo shall use commercially reasonable efforts to avoid entering into credit agreements described in this Section 4.1(f)(ii) that would prevent PubCo from making Tax Benefit Payments in the Corporate Taxpayer does ordinary course, and (B) solely with respect to a Tax Benefit Payment, if PubCo cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries Company is a party, in which case limitations are effective as of the date of this Agreement, Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate. To the extent PubCo defers any payment under clause (ii) of this subsection, it shall make the applicable payment at the first opportunity that it has sufficient funds and is otherwise able to make the payment, and failure to do so shall be subject to the remedies set forth in Section 4.1(e).

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time by paying to the ITR Entity each Limited Partner the Early Termination PaymentPayment attributable to each such Limited Partner; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Limited Partners, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Limited Partners nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity an Exchanging Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment in respect of an Exchanging Partner due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Limited Partners, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Limited Partners under Section 4.3(a). (b) 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, 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 all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered to each Limited Partner on the date of such breach and shall include, but shall not be limited to, (1) the Early Termination Payment of such Limited Partner calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment in respect of such Limited Partner agreed to by the Corporate Taxpayer Corporation and the ITR Entity such Limited Partner as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment in respect of such Limited Partner due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Limited Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three six months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three six 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 Corporation fails to make any Tax Benefit Payment (other than an Early Termination) when due to the extent that the Corporate Taxpayer Corporation has insufficient funds Available Cash to make such payment; provided provided, however, that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer Corporation does not have sufficient cash Available Cash to make such payment as a result of limitations imposed by any existing credit agreement agreements to which the Corporate Taxpayer or any of its Subsidiaries Holdings is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate).

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may may, with the prior written consent of a majority of the disinterested members of the Board, terminate this Agreement with respect to all amounts payable to all of the ITR Entity Holders (including, for the avoidance of doubt, any transferee pursuant to Section ‎7.5(a)) at any time by paying or causing to the ITR Entity the be paid to such Holders an Early Termination Payment; provided, however, that this Agreement shall terminate with respect to any such Holder only upon the payment of such Early Termination Payment to such Holder; provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a‎4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the an Early Termination Payment by the Corporate Taxpayerto a Holder, neither the ITR Entity nor the Corporate Taxpayer shall not have any further payment obligations in respect of such Holder under this Agreement, other than for any (a) Tax Benefit Payment (i) agreed to by the Corporate Taxpayer and the ITR Entity such Holder as due and payable but unpaid as of the Early Termination Date, (ii) that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice pursuant to this Agreement, and (biii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice Date (except to the extent that the amount amounts described in this clause (bclauses ‎(i), ‎(ii) is and ‎(iii) above are included in the calculation of the Early Termination Payment). (b) 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, 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 all obligations hereunder shall be accelerated and such obligations shall be calculated as if . If an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach Exchange occurs with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount Company Units with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 any credit agreement to which the Corporate Taxpayer has previously paid or any of its Subsidiaries is a partycause to be paid to the applicable Holder an Early Termination Payment, in which case Section 5.2 the Corporate Taxpayer shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Parent may terminate this Agreement with respect to all amounts payable to of the ITR Entity Partnership Units held (or previously held and exchanged) by the TRA Holders, or indirectly held by holders of AOH Units, at any time by paying to the ITR Entity TRA Holders the Early Termination Payment; providedprovided that (a) this Agreement shall only terminate upon the receipt of the Early Termination Payment by the TRA Holders, that and (b) the Corporate Taxpayer Parent may withdraw any notice to execute its termination rights under this Section 4.1(a) 4.01 prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerParent, neither the ITR Entity nor the Corporate Taxpayer Parent shall not have any further payment obligations under this AgreementAgreement in respect of the TRA Holders, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Parent and the ITR Entity Principals as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Parent exercises its termination rights under this Section 4.01, the Parent shall have no obligations under this Agreement with respect to such Exchange. (b) In If the event that the Corporate Taxpayer Parent breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Parent and the ITR Entity any TRA Holders as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in if the event that the Corporate Taxpayer Parent breaches this Agreement, the ITR Entity TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three 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 ; provided that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement if such payment is made within three months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The undersigned parties agree that the contrary, it shall aggregate value of the Tax Benefit Payments cannot be a breach of this Agreement if the Corporate Taxpayer fails to make ascertained with 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonable certainty for U.S. federal income tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation (upon a majority vote of its Disinterested Directors) may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time by paying to the ITR Entity each Eligible Member the Early Termination PaymentPayment Attributable to each such Eligible Member; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Eligible Members; and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Eligible Members nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity an Eligible Member as due and payable but unpaid as of Early Termination Date (which Tax Benefit Payment shall not be included in the Early Termination Notice Payment described in this Section 4.1(a)) and (bii) Tax Benefit Payment in respect of an Eligible Member due for the Taxable Year ending with or including the date of the Early Termination Notice Date (except to the extent that the amount described in this clause (bii) is included in the Early Termination PaymentPayment described in this Section 4.1(a) or (at the option of the Corporation) in clause (i)); provided, that upon payment of all amounts, to the extent applicable and without duplication, described in this sentence, this Agreement shall terminate. For the avoidance of doubt, if a Basis Transaction occurs after the Corporation makes the Early Termination Payments with respect to all Eligible Members, the Corporation shall have no obligations under this Agreement with respect to such Basis Transaction, and its only obligations under this Agreement in such case shall be its obligations to all Eligible Members under Section 4.3(a). (b) In the event that the Corporate Taxpayer Corporation materially breaches any of its material obligations under this Agreement, whether (i) as a result of (A) failure to make any payment when due, due to the extent not paid within three months (except for all or a portion of such payment that is being disputed in good faith under this Agreement) or (B) failure to honor any other material obligation required hereunder to the extent not cured within 30 Business Days, in the case of each of (A) and (B), following receipt by the Corporation of written notice of such failure from the Eligible Members following such failure (a “Breach Notice”) or (iii) by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise(with a Breach Notice being deemed to be delivered on the date of such rejection), then all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on dated as of the date of such breach delivery of the Breach Notice and shall include, but not be limited to, include (1) the Early Termination Payment of such Eligible Member calculated as if an Early Termination Notice had been delivered on dated as of the date of a breachdelivery of the Breach Notice, (2) any Tax Benefit Payment in respect of such Eligible Member agreed to by the Corporate Taxpayer Corporation and the ITR Entity such Eligible Member as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to delivery of the Taxable Year ending with or including Breach Notice (which Tax Benefit Payment shall not be included in the date of a breachEarly Termination Payment described in clause (1)), and (3) any Tax Benefit Payment in respect of such Eligible Member due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect delivery of the Breach Notice (except to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining extent that the amount due under described in clause (3) is included in the Early Termination Payment described in clause (1) or (at the option of the Corporation) in the Tax Benefit Payment described in clause (2)); provided, that upon payment of all amounts, to the extent applicable and without duplication, described in this sentence, this Agreement shall terminate. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Eligible Members shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the receipt by the Corporation of a Breach Notice following 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 (unless such payment is being disputed in good faith under this Agreement), and that it will not be considered to be a material breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of receipt by the Corporation of a Breach Notice following the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a material breach of a material obligation of this Agreement if the Corporate Taxpayer Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer Corporation has insufficient funds Available Cash to make such paymentpayment or cannot make such payment as a result of obligations imposed in connection with the Senior Obligations or under applicable Law; provided provided, however, that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer Corporation does not have sufficient cash Available Cash to make such payment as a result of limitations imposed by any existing credit agreement agreements to which the Corporate Taxpayer Holdings (or any of its Subsidiaries direct or indirect Subsidiary thereof) is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate). In the event of an acceleration under this Section 4.1(b), and notwithstanding anything to the contrary in the foregoing, the Early Termination Payment shall be calculated utilizing the Valuation Assumptions, substituting in each case the term “date of delivery of the Breach Notice” for “Early Termination Date”; the procedures of Section 4.2 (and Section 2.3, to the extent applicable) and Section 4.3 shall apply mutatis mutandis with respect to the determination of the amount payable by the Corporation pursuant to the first sentence of this Section 4.1(b) and the payment thereof; and if a Basis Transaction occurs after the Corporation makes all such required payments described in this Section 4.1(b), the Corporation shall have no obligations under this Agreement with respect to such Basis Transaction. (c) In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been dated as of the closing date of the Change of Control and shall include (i) the Early Termination Payment in respect of such Eligible Member, calculated as if an Early Termination Notice had been dated as of the effective date of such Change of Control, (ii) any Tax Benefit Payment in respect of such Eligible Member agreed to by the Corporation and such Eligible Member as due and payable but unpaid as of the effective date of such Change of Control (which Tax Benefit Payment shall not be included in the Early Termination Payment described in clause (i)), and (iii) any Tax Benefit Payment in respect of such Eligible Member due for any Taxable Year ending prior to, with or including the effective date of such Change of Control (except to the extent that the amounts described in this clause (iii) are included in the calculation of the Early Termination Payment described in clause (i) (at the option of the Corporation) or are included in clause (ii)); provided, that upon payment of all amounts, to the extent applicable and without duplication, described in this sentence, this Agreement shall terminate. In the event of a Change of Control, the Early Termination Payment shall be calculated utilizing the Valuation Assumptions, substituting in each case the term “the closing date of a Change of Control” for “Early Termination Date”; the procedures of Section 4.2 (and Section 2.3, to the extent applicable) and Section 4.3 shall apply mutatis mutandis with respect to the determination of the amount payable by the Corporation pursuant to the preceding sentence and the payment thereof; and if a Basis Transaction occurs after the Corporation makes all such required payments described in this Section 4.1(c), the Corporation shall have no obligations under this Agreement with respect to such Basis Transaction.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Subject to Section 4.03, Buyer may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time by paying to RTEA the ITR Entity Early Termination Payment after the Early Termination Payment Date; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment; , and provided, further, that the Corporate Taxpayer Buyer may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paidDate. Upon payment of the Early Termination Payment by the Corporate TaxpayerBuyer, neither the ITR Entity RTEA nor the Corporate Taxpayer Buyer shall have any further payment obligations under this Agreement, other than for any (a) unpaid Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of with respect Taxable Years ending on or before the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment)Date. (b) In the event that the Corporate Taxpayer Buyer materially breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or (including the provisions of Section 4.04(a)(2)), by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code Code, or otherwise, then all of Buyer’s 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, and (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Buyer materially breaches this Agreement, the ITR Entity RTEA shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (32) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months 45 calendar 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 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 months 45 calendar days of the date such payment is due. Notwithstanding anything Buyer and RTEA specifically agree that the remedies provided in this Agreement to Section are not intended as a penalty. (c) Buyer and RTEA agree that the contrary, it shall aggregate fair market value of the Tax Benefit Payments cannot be a breach of this Agreement if the Corporate Taxpayer fails to make ascertained with 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonable certainty for U.S. federal income tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and Exchanged) by all Principals at any time by paying to the ITR Entity Principals the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the receipt of the Early Termination Payment by all Principals, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Principals nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation acting in good faith and the ITR Entity as Applicable Principal to be due and payable but unpaid as of the Early Termination Notice and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (bii) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Principals, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Principals under Section 4.03(a). (b) 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, 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, Title 11, U.S.C., or otherwise, then 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, (1i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2ii) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation acting in good faith and the ITR Entity as any Applicable Principal to be due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3iii) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Principals shall be entitled to elect to receive the amounts set forth in clauses (1i), (2ii) and (3iii) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will 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 months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The Corporation, AGH and each of the contraryPrincipals hereby acknowledge that, it shall not be a breach as of the date of this Agreement if Agreement, the Corporate Taxpayer fails to make any aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for U.S. federal income Tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) Unless terminated earlier pursuant to Section 4.1(b) or (c), this Agreement will terminate when there is no further potential for a Tax Benefit Payment pursuant to this Agreement. Tax Benefit Payments under this Agreement are not conditioned on any TRA Party retaining an interest in the Corporate Taxpayer or the LLC (or any successor thereto). (b) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity TRA Parties and with respect to all of the LLC Interests held by the TRA Parties at any time by paying to the ITR Entity each TRA Party the Early Termination PaymentPayment in respect of such TRA Party; provided, however, that this Agreement shall only terminate pursuant to this Section 4.1(b) upon the receipt of the Early Termination Payment by all TRA Parties; provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a4.1(b) prior to the time at which any an Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate TaxpayerTaxpayer in accordance with this Section 4.1(b), neither the ITR Entity nor the Corporate Taxpayer shall not have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Taxpayer, on one hand, and the ITR Entity TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange by a TRA Party occurs after the Corporate Taxpayer makes the Early Termination Payment to such TRA Party pursuant to this Section 4.1(b), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (bc) In the event that the Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when within three months of the date on which such payment is due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, (2)(A) commences any case, proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the nature referred to in clause (A) above that remains undismissed or undischarged for a period of 60 days, then 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 includeinclude (without duplication), but not be limited to, (1) the Early Termination Payment Payments calculated as if an Early Termination Notice had been delivered on the date of a such breach, (2) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and the ITR Entity such TRA Party as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a such breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach but reduced by any amount such breach; provided that procedures similar to the procedures of Section 4.2 shall apply with respect to the portion determination of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of payable by the Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 paymentpayment despite using reasonable best efforts to obtain funds to make such payment (including by causing the LLC or any other Subsidiaries to distribute or lend funds for such payment and access any revolving credit facilities or other sources of available credit to fund any such amounts); provided provided, that the interest provisions of Section 5.2 shall apply to such late payment (unless payment; provided, further, that, solely with respect to a Tax Benefit Payment, if the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by any existing credit agreement agreements to which the Corporate Taxpayer or any of its Subsidiaries LLC is a party, in which case limitations are effective as of the date of this Agreement, Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate. (d) Notwithstanding anything in this Agreement to the contrary (including provisions governing a Change of Control), if Flex distributes the stock of Yuma or a corporation to which Yuma is contributed (in either case, “SpinCo”) to its shareholders in a transaction intended to qualify under Section 355 of the Code and SpinCo then merges, consolidates or combines with the Corporate Taxpayer (or a wholly owned Subsidiary of the Corporate Taxpayer) in a transaction intended to qualify as a reorganization under Section 368 of the Code or a contribution under Section 351 of the Code (the “Spin/Merger”), then, at SpinCo’s election, either (A) SpinCo shall assign its rights under this Agreement to any Person pursuant to Section 7.5(a) on (or prior to) the day preceding the day the Spin/Merger is effected (the “Spin/Merger Date”), or (B)(i) this Agreement shall automatically terminate with respect to SpinCo on the Spin/Merger Date and (ii) the Corporate Taxpayer shall have no obligations to SpinCo under this Agreement (including for any Early Termination Payment or Tax Benefit Payments). (e) In the event of a Change of Control, all obligations of the Corporate Taxpayer hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and utilizing the Valuation Assumptions by substituting in each case the terms “the closing date of a Change of Control” in each place where the phrase “Early Termination Date” appears. Such obligations shall include, without duplication, (1) the Early Termination Payments calculated as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending prior to, with or including the date of such Change of Control (except to the extent included in clause (1) or clause (2)). For the avoidance of doubt, Section 4.2 and Section 4.3 shall apply to a Change of Control, mutatis mutandis.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to the ITR Entity each TRA Party the Early Termination PaymentPayment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties; provided further that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither none of the ITR Entity nor TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid that remains outstanding as of the date the Early Termination Notice is delivered and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (bii) is included in the Early Termination Payment).. If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. 12 (b) In the event that the Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation (2)(A) the Corporate Taxpayer commences any case, proceeding or other action (i) under any existing or future law of law as any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a result bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the rejection nature referred to in clause (A) above that remains undismissed or undischarged for a period of this Agreement in a case commenced under the Bankruptcy Code or otherwisesixty (60) days, then 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 not be limited to, (1i) the Early Termination Payment Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (2ii) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and the ITR Entity such TRA Party as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3iii) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach but reduced by any amount breach; provided, that procedures similar to the procedures of Section 4.2 shall apply with respect to the portion determination of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of payable by the Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1i), (2ii) and (3iii) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 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 payment. (unless c) In the Corporate Taxpayer does not have sufficient cash event of a Change of Control, then all obligations hereunder with respect to make any Exchanges occurring prior to such payment Change of Control shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and shall include (1) the Early Termination Payments calculated with respect to such prior Exchanges as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of such Change of Control. In the event of a result Change of limitations imposed by Control, any credit agreement Early Termination Payment described in the preceding sentence shall be calculated utilizing Valuation Assumptions (1), (2), (3) and (4), substituting in each case the terms “date of a Change of Control” for an “Early Termination Date.” Any Exchanges with respect to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case payment has been made under this Section 5.2 shall apply, but the Default Rate 4.1(c) shall be replaced by LIBOR plus 000 xxxxx xxxxxx)excluded in calculating any future Tax Benefit Payments, or Early Termination Payments, and this Agreement shall have no further application to such Exchanges.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to the ITR Entity Partners at any time by paying to all of the ITR Entity Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Partners, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate TaxpayerCorporation, neither the ITR Entity nor the Corporate Taxpayer Corporation shall not have any further payment obligations under this AgreementAgreement in respect of such Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity any Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation provides the Early Termination Notice, then unless the Corporation withdraws such Early Termination Notice prior to full payment of the Early Termination Payment, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Partners under Section 4.03(a). (b) In the event of a Change of Control, unless otherwise agreed in writing by both Partner Representatives, all payment obligations hereunder shall be accelerated and calculated as if an Early Termination Notice and an Early Termination Schedule had been delivered on the effective date of the Change of Control, using the Valuation Assumptions and by substituting, in each case, the term “the closing date of a Change of Control” for the term “Early Termination Date.” Such payment obligations shall include, but not be limited to, (i) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the effective date of a Change of Control, (ii) payment of any Tax Benefit Payment previously due and payable but unpaid as of the Early Termination Notice, and (iii) except to the extent included in the Early Termination Payment or if included as a payment under clause (ii) of this Section 4.01(b), payment of any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the effective date of a Change of Control. Sections 4.02 and 4.03 shall apply to a Change of Control mutatis mutandis. (c) In the event that PubCo or 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, 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 does not cure such breach within ninety (90) days of receipt of notice of such breach from such Partner, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity any Partners as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that PubCo or the Corporate Taxpayer Corporation breaches this AgreementAgreement and this Section 4.01(c) applies, the ITR Entity Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) ), and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation under this Agreement if the Corporate Taxpayer Corporation fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer Corporation has insufficient funds funds, and cannot take commercially reasonable actions to obtain sufficient funds, to make such payment; provided provided, that the interest provisions of Section 5.2 5.02 shall apply to such late payment (unless the Corporate Taxpayer Corporation does not have sufficient cash funds to make such payment as a result of limitations a limitation imposed by any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a partySenior Obligations, in which case case, Section 5.2 5.02 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)the Agreed Rate; provided, further, that such payment obligation shall nonetheless accrue for the benefit of the Partners, and the Corporation shall make such payment at the first opportunity that it has sufficient funds and is otherwise able to make such payment.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time by paying to the ITR Entity Principals the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the receipt of the Early Termination Payment by all Principals, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Principals nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation acting in good faith and the ITR Entity as Applicable Principal to be due and payable but unpaid as of the Early Termination Notice and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (bii) is included in the Early Termination Payment). (b) 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, 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, Title 11, U.S.C., or otherwise, then 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, (1i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2ii) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation acting in good faith and the ITR Entity as any Applicable Principal to be due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3iii) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Principals shall be entitled to elect to receive the amounts set forth in clauses (1i), (2ii) and (3iii) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will 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 months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The Corporation, AGH and each of the contraryPrincipals hereby acknowledge that, it shall not be a breach as of the date of this Agreement if Agreement, the Corporate Taxpayer fails to make any aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for U.S. federal income Tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) The Each of Corporate Taxpayer Taxpayers may terminate this Agreement with respect to all amounts payable to of the ITR Entity Partnership Units held (or previously held and exchanged) by all Limited Partners at any time by paying to all of the ITR Entity applicable Limited Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Limited Partners, and provided, further, that each of the Corporate Taxpayer Taxpayers may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the a Corporate Taxpayer, neither the ITR Entity applicable Limited Partners nor the Corporate Taxpayer shall have any further payment obligations under this AgreementAgreement in respect of such Limited Partners, other than for any (a) Tax Benefit Payment agreed to by the such Corporate Taxpayer and the ITR Entity applicable Limited Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after such Corporate Taxpayer exercises its termination rights under this Section 4.01(a), such Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the a Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the such Corporate Taxpayer and the ITR Entity any Limited Partners as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the a Corporate Taxpayer breaches this Agreement, the ITR Entity Limited Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The undersigned parties agree that the contrary, it shall aggregate value of the Tax Benefit Payments cannot be a breach of this Agreement if the Corporate Taxpayer fails to make ascertained with 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonable certainty for U.S. federal income tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may may, with the prior written consent of the TRA Disinterested Majority, terminate this Agreement with respect to all amounts payable to the ITR Entity TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to the ITR Entity Agent for disbursement to the TRA Parties, in accordance with their respective shares as set forth on the Payment Schedule, the Early Termination PaymentPayment due pursuant to Section 4.3 in respect of all TRA Parties; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties; provided further that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by to all of the Corporate TaxpayerTRA Parties, neither none of the ITR Entity nor TRA Parties, the Agent or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but that remains unpaid as of the Early Termination Notice Date and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause clauses (bi) or (ii) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporate Taxpayer (i) breaches any of its material obligations under this Agreement, whether as or (ii)(A) the Corporate Taxpayer commences any case, 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, seeking to adjudicate it a result 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 failure to a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any payment when duecase, failure to honor any proceeding or other material obligation required hereunder or by operation of law as a result action of the rejection nature referred to in clause (A) above that remains undismissed or undischarged for a period of this Agreement in a case commenced under the Bankruptcy Code or otherwise60 days, then 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 not be limited to, (1x) the Early Termination Payment Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (2y) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and the ITR Entity such TRA Party as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3z) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach but reduced by any amount breach; provided that procedures similar to the procedures of Section 4.2 shall apply with respect to the portion determination of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of payable by the Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1x), (2y) and (3z) above or to seek specific performance of the terms hereof. The parties hereto agree that the failure by the Corporate Taxpayer to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement by the Corporate Taxpayer to make a payment due pursuant to this Agreement within three 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 Corporate Taxpayer if the Agent fails to make any payment due pursuant to this Agreement or if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer (I) has insufficient funds funds, or cannot make such payment as a result of obligations imposed in connection with any Senior Obligations, and cannot take commercially reasonable actions to obtain sufficient funds, to make such paymentpayment or (II) would become insolvent as a result of making such payment (in each case, as determined by the Board in good faith) (clauses (I) and (II) together, the “Liquidity Exceptions”); provided that the interest provisions of Section 5.2 shall apply to such late payment (unless payment; provided, further, that if the Liquidity Exceptions apply and the Corporate Taxpayer does not have sufficient declares or pays any dividend of cash to make such payment as its shareholders while any Tax Benefit Payment is due and payable and remains unpaid, then the Liquidity Exceptions shall no longer apply. (c) In the event of a result Change of limitations imposed by any credit agreement to which Control, the Corporate Taxpayer shall provide written notice of such Change of Control to the TRA Parties in accordance with the procedures set forth in Section 11.07 of the LLC Agreement and the TRA Party Representative shall have the option, upon written notice to the Corporate Taxpayer, to cause acceleration of all unpaid payment obligations with respect to Units that have been Exchanged prior to or in connection with such Change of Control, which shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and shall include, without duplication, (i) the Early Termination Payments calculated with respect to such TRA Parties as if the Early Termination Date is the date of such Change of Control, (ii) any Tax Benefit Payment due and payable and that remains unpaid as of its Subsidiaries is the date of such Change of Control and (iii) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of such Change of Control. In the event of a partyChange of Control, any Early Termination Payment described in the preceding sentence shall be calculated utilizing the assumptions (i), (ii) and (iii) set forth in the definition of Valuation Assumptions, substituting, in each case, and in the lead-in to such definition, the terms “date of a Change of Control” for an “Early Termination Date.” Any Exchanges with respect to which case a payment has been made under this Section 5.2 shall apply, but the Default Rate 4.1(c) shall be replaced by LIBOR plus 000 xxxxx xxxxxx)excluded in calculating any future Tax Benefit Payments or Early Termination Payments, and this Agreement shall have no further application to such Exchanges.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time by paying to the ITR Entity the Early Termination Payment; provided, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, neither the ITR Entity nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). (b) 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, 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 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx).

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and Exchanged) by all Members at any time by paying to the ITR Entity Members the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the receipt of the Early Termination Payment by all Members, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity Members nor the Corporate Taxpayer Corporation shall have any further payment obligations under this Agreement, other than for any (ax) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation acting in good faith and the ITR Entity as Applicable Member to be due and payable but unpaid as of the Early Termination Notice and (by) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (by) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after the Corporation makes the Early Termination Payments with respect to all Members, the Corporation shall have no obligations under this Agreement with respect to such Exchange, and its only obligations under this Agreement in such case shall be its obligations to all Members under Section 4.03(a). (b) 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, 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 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, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation acting in good faith and the ITR Entity as any Applicable Member to be due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Members shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will 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 months of the date such payment is due. Notwithstanding anything Any amounts due and payable as described in this Agreement Section 4.01(b) shall include any interest provided thereon pursuant to Section 5.02. (c) The Corporation, TIP LLC and each of the contraryMembers hereby acknowledge that, it shall not be a breach as of the date of this Agreement if Agreement, the Corporate Taxpayer fails to make any aggregate value of the 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 Payments cannot have sufficient cash to make such payment as a result of limitations imposed by any credit agreement to which the Corporate Taxpayer reasonably be ascertained for United States federal income Tax or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)other applicable Tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer With the written approval of a majority of the board of directors of Parent, Parent may terminate this Agreement with respect to all amounts payable to the ITR Entity Sellers at any time by paying (or causing to be paid) to the ITR Entity Sellers their Pro Rata Portion of the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to receipt of the time at which any entire Early Termination Payment has been paidby the Sellers. Upon payment of the Early Termination Payment by the Corporate TaxpayerParent or its Subsidiaries, neither the ITR Entity nor the Corporate Taxpayer Parent shall not have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer Parent and the ITR Entity Tax Matters Representative as due and payable but unpaid as of the Early Termination Notice and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (bi) or (ii) is included in the Early Termination Payment). (b) In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the effective date of such Change of Control and shall include, but not be limited to, (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on such date, (ii) any Tax Benefit Payment agreed to by Parent and the Tax Matters Representative as due and payable but unpaid as of the date of the deemed Early Termination Notice, and (iii) any Tax Benefit Payment due for the Taxable Year ending with or including the date of the deemed Early Termination Notice (except to the extent that the Corporate Taxpayer amount described in clause (ii) or (iii) is included in the Early Termination Payment). (c) In the event that (x) Parent breaches any of its material obligations under this Agreement, whether as a result of failure of Parent to make (or cause to made) any payment when due, due or failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in (y) a case is commenced under the Bankruptcy Code against Parent or otherwiseits Subsidiaries and is not dismissed in sixty (60) days, then then, in the case of clause (x) upon notice from Parent and in the case of clause (y) automatically, 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 event and shall include, but not be limited to, (1i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breachsuch event, (2ii) any Tax Benefit Payment agreed to by the Corporate Taxpayer Parent and the ITR Entity Tax Matters Representative as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breachsuch event, and (3iii) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect such event (except to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining extent that the amount due under described in clause (1ii) of this sentenceor (iii) is included in the Early Termination Payment). Notwithstanding the foregoing, in the event that the Corporate Taxpayer Parent breaches this Agreement, the ITR Entity Tax Matters Representative shall be entitled to elect for the Sellers to receive the amounts set forth in clauses (1i), (2ii) and (3iii) above above, or to seek specific performance of the terms hereofhereof from Parent. The parties agree that the failure of Parent to make (or cause to be made) any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within until three (3) months of the date such payment is due. Notwithstanding anything in this Agreement . (d) In the event of a Divestiture, Parent shall pay (or cause to be paid) to the contrarySellers the Divestiture Acceleration Payment in respect of such Divestiture, 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)calculated using the Valuation Assumptions.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity TRA Party at any time by paying (i) to the ITR Entity TRA Party the Early Termination PaymentPayment in respect of the TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable Agreement; provided, however, that this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt of the Early Termination Payment by the TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges)), and the Corporate Taxpayer shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under each Tax Receivable Agreement at the time required by Section 4.3, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate TaxpayerTaxpayer to the TRA Party in accordance with this Section 4.1(a), neither the ITR Entity nor the Corporate Taxpayer shall not have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Taxpayer, on one hand, and the ITR Entity TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). (b) 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, 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 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 includeinclude (without duplication), but not be limited to, (1) the Early Termination Payment Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and the ITR Entity such TRA Party as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach but reduced by any amount provided that procedures similar to the procedures of Section 4.2 shall apply with respect to the portion determination of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of payable by the Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 paymentpayment despite using reasonable best efforts to obtain funds to make such payment (including by causing Desert Newco or any other Subsidiaries to distribute or lend funds for such payment and access 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 (unless payment; provided further that, solely with respect to a Tax Benefit Payment, if the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by any existing credit agreement agreements to which the Corporate Taxpayer or any of its Subsidiaries Desert Newco is a party, in which case limitations are effective as of the date of this Agreement, Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)the Agreed Rate.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to of the ITR Entity Partnership Units held (or previously held and exchanged) by all Partners at any time by paying to all of the ITR Entity applicable Partners the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Partners, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerCorporation, neither the ITR Entity applicable Partners nor the Corporate Taxpayer Corporation shall have any further payment obligations under this AgreementAgreement in respect of such Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity applicable Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporation exercises its termination rights under this Section 4.01(a), the Corporation shall have no obligations under this Agreement with respect to such Exchange. (b) 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, 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 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Corporation and the ITR Entity any Partners as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer Corporation breaches this Agreement, the ITR Entity Partners shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The undersigned parties agree that the contrary, it shall aggregate value of the Tax Benefit Payments cannot be a breach of this Agreement if the Corporate Taxpayer fails to make ascertained with 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonable certainty for U.S. federal income tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may may, with the prior written consent of the TRA Disinterested Majority, terminate this Agreement with respect to all amounts payable to the ITR Entity TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to the ITR Entity TRA Parties, in accordance with their respective shares as set forth on the Payment Schedule, the Early Termination PaymentPayment due pursuant to Section 4.3 in respect of all TRA Parties; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties; provided further that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by to all of the Corporate TaxpayerTRA Parties, neither none of the ITR Entity nor TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity as due and payable but that remains unpaid as of the Early Termination Notice Date and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause clauses (bi) or (ii) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) In the event that the Corporate Taxpayer (i) breaches any of its material obligations under this Agreement, whether as or (ii)(A) the Corporate Taxpayer commences any case, 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, seeking to adjudicate it a result 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 failure to a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any payment when duecase, failure to honor any proceeding or other material obligation required hereunder or by operation of law as a result action of the rejection nature referred to in clause (A) above that remains undismissed or undischarged for a period of this Agreement in a case commenced under the Bankruptcy Code or otherwise60 days, then 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 not be limited to, (1x) the Early Termination Payment Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (2y) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and the ITR Entity such TRA Party as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3z) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 paymentbreach; provided that procedures similar to the interest provisions procedures 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx).Section

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer PubCo may terminate this Agreement with respect to all amounts payable to of the ITR Entity Units held (or previously held and Exchanged) by all TRA Parties at any time by paying to all of the ITR Entity applicable TRA Parties the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the Corporate Taxpayer receipt of the Early Termination Payment by all TRA Parties, and provided, further, that PubCo may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerPubCo, neither the ITR Entity applicable TRA Parties nor the Corporate Taxpayer PubCo shall have any further payment obligations under this AgreementAgreement in respect of such TRA Parties, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer PubCo and the ITR Entity applicable TRA Party as due and payable but unpaid as of the date of the Early Termination Notice and Notice, (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (bii) is included in the Early Termination Payment)) or (iii) amount owed in connection with any breach of this Agreement by PubCo. (b) In the event that the Corporate Taxpayer PubCo materially breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then then, at the election of the Representative, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2ii) any Tax Benefit Payment agreed to by the Corporate Taxpayer PubCo and the ITR Entity any TRA Parties as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3iii) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer PubCo breaches this Agreement, the ITR Entity Representative shall be entitled to elect on behalf of each of the TRA Parties to receive the amounts set forth in the foregoing clauses (1i), (2ii) and (3iii) above of this Section 4.01(b) or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a material breach of this Agreement if the Corporate Taxpayer PubCo fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer PubCo has insufficient funds to make such payment despite using reasonable best efforts to obtain funds to make such payment (including by causing OpCo or any other subsidiaries of OpCo 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 provided, that (x) the interest provisions of Section 5.2 5.02 shall apply to such late payment payment, and (unless the Corporate Taxpayer y) solely with respect to a Tax Benefit Payment, if PubCo does not have sufficient cash to make such payment as a result of limitations imposed by any existing credit agreement agreements to which the Corporate Taxpayer or any of its Subsidiaries OpCo is a party, in which case limitations are effective as of the date of this Agreement, Section 5.2 5.02 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)the Agreed Rate.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer Parent may terminate this Agreement with respect to all amounts payable to of the ITR Entity Partnership Units held (or previously held and exchanged) by the TRA Holders, or indirectly held by holders of AOH Units, at any time by paying to the ITR Entity TRA Holders the Early Termination Payment; providedprovided that (a) this Agreement shall only terminate upon the receipt of the Early Termination Payment by the TRA Holders, that and (b) the Corporate Taxpayer Parent may withdraw any notice to execute its termination rights under this Section 4.1(a) 4.01 prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate TaxpayerParent, neither the ITR Entity nor the Corporate Taxpayer Parent shall not have any further payment obligations under this AgreementAgreement in respect of the TRA Holders, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer Parent and the ITR Entity Principals as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Parent exercises its termination rights under this Section 4.01 , the Parent shall have no obligations under this Agreement with respect to such Exchange. (b) In If the event that the Corporate Taxpayer Parent breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer Parent and the ITR Entity any TRA Holders as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in if the event that the Corporate Taxpayer Parent breaches this Agreement, the ITR Entity TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) ), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three 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 ; provided that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement if such payment is made within three months of the date such payment is due. Notwithstanding anything in this Agreement to . (c) The undersigned parties agree that the contrary, it shall aggregate value of the Tax Benefit Payments cannot be a breach of this Agreement if the Corporate Taxpayer fails to make ascertained with 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx)reasonable certainty for U.S. federal income tax purposes.

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the ITR Entity Equity Plan Members and with respect to all of the Units held by all Equity Plan Members at any time by paying to all of the ITR Entity Equity Plan Members the Early Termination Payment; provided, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate Taxpayer, neither the ITR Entity Equity Plan Member nor the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity Equity Plan Member as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer exercises its termination rights under this Section 4.1(a), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange. (b) 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, 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 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 not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and the ITR Entity Equity Plan Member as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, the ITR Entity Equity Plan Members shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three 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 any credit agreement to which the Corporate Taxpayer or any of its Subsidiaries is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxx).

Early Termination and Breach of Agreement. (a) The Corporate Taxpayer FINV may terminate this Agreement with respect to all amounts payable to the ITR Entity at any time by paying to the ITR Entity each TRA Holder its proportionate share of the Early Termination Payment; provided, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate TaxpayerFINV, neither the ITR Entity nor the Corporate Taxpayer FINV shall not have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer FINV acting in good faith and the ITR Entity any TRA Holder as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (b) is included in the Early Termination Payment). Upon payment of all amounts provided for in this Section 4.1(a), this Agreement shall terminate. (b) In the event that the Corporate Taxpayer FINV breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then 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, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer FINV acting in good faith and the ITR Entity any TRA Holder as due and payable but unpaid as of the date of a breach with respect to any Taxable Year prior to the Taxable Year ending with or including the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach but reduced by any amount with respect to the portion of such Taxable Year beginning after the date of such breach taken into account for purposes of determining the amount due under clause (1) of this sentencebreach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer FINV breaches this Agreement, the ITR Entity TRA Holders shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will 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 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 FINV fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer FINV 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 FINV does not have sufficient cash to make such payment as a result of limitations imposed by any existing credit agreement agreements to which the Corporate Taxpayer FICV or any Subsidiary of its Subsidiaries FICV is a party, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 000 xxxxx xxxxxxthe Agreed Rate); provided further that it shall be a breach of this Agreement, and the provisions in the first two sentences of this Section 4.1(b) shall apply as of the original due date of the Tax Benefit Payment, if FINV makes any distribution of cash or other property to its shareholders while any Tax Benefit Payment is due and payable but unpaid. Any Tax Benefit Payment that is not paid when due pursuant to this Section 4.1(b) shall be due on the date of the next Tax Benefit Payment (the “Subsequent Due Date”). If all or a portion of any Tax Benefit Payment is not made to any TRA Holder on the Subsequent Due Date, such payment may be further deferred pursuant to the provisions of this Section 4.1(b) and shall continue to accrue interest pursuant to Section 5.2. (c) FINV and each TRA Holder hereby acknowledges that, as of the date of this Agreement, the aggregate value of the Tax Benefit Payments cannot reasonably be ascertained for U.S. federal income Tax or other applicable Tax purposes. (d) In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the effective date of a Change of Control, (2) any Tax Benefit Payment in respect of a Member agreed to by the Corporation and such Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the effective date of a Change of Control. In the event of a Change of Control, the Early Termination Payment shall be calculated utilizing the Valuation Assumptions and by substituting in each case the terms “the closing date of a Change of Control” for an “Early Termination Date.”