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

Early Termination and Breach of Agreement. (a) From and after the first to occur of (x) Qualified MCK Exit, (y) the termination of the MCK Exit Window and (z) the termination of the IPO Preference Period prior to the occurrence of a Qualified IPO, the Company may terminate this Agreement with respect to all amounts payable by the Company to the TRA Parties by paying to each TRA Party an aggregate amount equal to the Early Termination Payment Amount in respect of such TRA Party as provided in Section 4.03(a); provided, however, that if the Company, Echo and the MCK Representative agree, the Company may terminate this Agreement with respect to some or all of the amounts payable to less than all of the TRA Parties; provided, further that the Company may not terminate this Agreement pursuant to this Section 4.01(a) with respect to any TRA Party unless MCK no longer owns, directly or indirectly, any Units or the MCK Representative has waived the application of this proviso; provided, further that this Agreement shall terminate pursuant to this Section 4.01(a) with respect to a TRA Party only upon the receipt by such TRA Party of its Early Termination Payment, and the Company and Echo shall deliver an Early Termination Notice only if the Company is able to make all required Early Termination Payments under this Agreement at the time required by Section 4.03; and provided, further, that the Company may withdraw any notice to exercise its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Company in accordance with Section 4.03(a), the Company shall not have any further payment obligations under this Agreement with respect to each TRA Party that has received its Early Termination Payment in accordance with Section 4.03(a), other than for any (i) Tax Benefit Payment agreed to by the Company, on one hand, and the applicable TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (ii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (ii) is included in the Early Termination Payment). At any time that the Company is permitted to terminate this Agreement pursuant to this Section 4.01, the Company shall so terminate this Agreement upon the request of Echo (and shall withdraw any notice to terminate upon the request of Echo). (b) In the event that a Senior Obligation of the Company or any of its 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 in respect of a TRA Party agreed to by the Company and such TRA Party as due and payable but unpaid as of the date of an Acceleration, and (iii) include any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of an Acceleration; provided that procedures similar to the procedures of Section 4.02 shall apply with respect to the determination of the amount payable by the Company pursuant to this sentence. (c) In the event that the 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 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 (without duplication), but not be limited to, (i) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payments in respect of a TRA Party agreed to by the Company and such TRA Party as due and payable but unpaid as of the date of a breach, and (iii) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.02 shall apply with respect to the determination of the amount payable by the Company pursuant to this sentence. Notwithstanding the foregoing, in the event that the Company breaches this Agreement, each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (i), (ii) and (iii) above or to seek specific performance of the terms hereof. 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 Company fails to make any Tax Benefit Payment when due to the extent that the Company has insufficient funds to make such payment; provided that the interest provisions of Section 5.02 shall apply to such late payment, unless the Company does not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement with respect to which the Company or any of its Subsidiaries is a party if such limitations are no more onerous than the corresponding limitations imposed by the credit agreements to which the Company is a party at the Closing, in which case Section 5.02 shall apply, but the Default Rate shall be replaced by LIBOR plus 300 basis points.

Early Termination and Breach of Agreement. (a) From and after With the first to occur prior written approval of (x) Qualified MCK Exit, a majority of the Independent Directors and (y) the termination of the MCK Exit Window and (z) the termination of the IPO Preference Period prior to the occurrence of a Qualified IPOTRA Party Representative, the Company Corporation may terminate this Agreement with respect to all amounts payable by the Company to the TRA Parties at any time by paying to each TRA Party an aggregate amount equal to the portion of the Early Termination Payment Amount in respect of attributable to such TRA Party as provided in Section 4.03(a(based on such TRA Party’s Ownership Percentage); provided, however, that if the Company, Echo and the MCK Representative agree, the Company may terminate this Agreement with respect to some or all of the amounts payable to less than all of the TRA Parties; provided, further that the Company may not terminate this Agreement pursuant to this Section 4.01(a) with respect to any TRA Party unless MCK no longer owns, directly or indirectly, any Units or the MCK Representative has waived the application of this proviso; provided, further that this Agreement shall only terminate pursuant to this Section 4.01(a4.1(a) with respect to a TRA Party only upon the receipt by such TRA Party of its the applicable portion of the Early Termination PaymentPayment by each TRA Party, and the Company and Echo Corporation shall deliver an Early Termination Notice only if the Company it is able to make all required the Early Termination Payments under this Agreement Payment at the time required by Section 4.03; 4.3, and provided, further, that the Company Corporation may withdraw any notice to exercise execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any the Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the Company Corporation in accordance with this Section 4.03(a4.1(a), the Company Corporation shall not have any further payment obligations under this Agreement with respect to each TRA Party that has received its Early Termination Payment in accordance with Section 4.03(a)Agreement, other than for any (ia) Tax Benefit Payment Payments in respect of the TRA Parties agreed to by the CompanyCorporation, on one hand, and the applicable TRA PartyParty Representative, on the other, as due and payable but unpaid as of the Early Termination Notice Date and (iib) Tax Benefit Payment Payments in respect of the TRA Parties 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 (iib) is included in the Early Termination Payment). At any time that the Company is permitted to terminate this Agreement pursuant to this Section 4.01, the Company shall so terminate this Agreement upon the request of Echo (and shall withdraw any notice to terminate upon the request of Echo). (b) In the event that a Senior Obligation of the Company or any of its 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 in respect of a TRA Party agreed to by the Company and such TRA Party as due and payable but unpaid as of the date of an Acceleration, and (iii) include any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of an Acceleration; provided that procedures similar to the procedures of Section 4.02 shall apply with respect to the determination of the amount payable by the Company pursuant to this sentence. (c) In the event that the Company 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 (without duplication), but not be limited to, (i1) the Early Termination Payments Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii2) any Tax Benefit Payments in respect of a the TRA Party Parties agreed to by the Company Corporation and such the TRA Party Representative as due and payable but unpaid as of the date of a breach, breach and (iii3) any Tax Benefit Payment Payments in respect of any the TRA Party Parties due for the Taxable Year ending with or including the date of a breachbreach (except to the extent the amount described in clause (3) is included in the Early Termination Payment); provided that procedures similar to the procedures of Section 4.02 4.2 shall apply with respect to the determination of the amount payable by the Company Corporation pursuant to this sentence. Notwithstanding the foregoing, in the event that the Company Corporation breaches this Agreement, each the TRA Party Representative shall be entitled to elect to receive seek specific performance of the terms hereof or to require the Corporation to pay the amounts set forth in clauses (i1), (ii2) and (iii3) above or to seek specific performance of the terms hereofTRA Parties. 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, prior to a Change of Control, it shall not be a breach of this Agreement if the Company Corporation fails to make any Tax Benefit Payment when due to the extent that the Company Corporation has insufficient funds to make such payment; provided that the interest provisions of Section 5.02 shall apply payment despite using reasonable best efforts to such late payment, unless the Company does not have sufficient cash obtain funds to make such payment as a result of limitations imposed (including by any credit agreement with respect to which the Company or any of causing its Subsidiaries is a party if to distribute or lend funds for such limitations are no more onerous than the corresponding limitations imposed by the payment and access any revolving credit agreements facilities or other sources of available credit to which the Company is a party at the Closing, in which case Section 5.02 shall apply, but the Default Rate shall be replaced by LIBOR plus 300 basis pointsfund any such amounts).

Early Termination and Breach of Agreement. (a) From and after the first to occur of (x) Qualified MCK Exit, (y) the termination of the MCK Exit Window and (z) the termination of the IPO Preference Period prior to the occurrence of a Qualified IPO, the Company The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable by the Company to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying (i) to each TRA Party an aggregate amount equal to the Early Termination Payment Amount in respect of such TRA Party as provided in Section 4.03(aand (ii) to each Reorganization TRA Party the Early Termination Payment under the applicable Tax Receivable Agreements (Reorganization); provided, however, that if the Company, Echo Corporate Taxpayer and each of the MCK Representative Representatives agree, the Company Corporate Taxpayer may terminate this Agreement with respect to some or all of the amounts payable to less than all of the TRA PartiesParties under the Tax Receivable Agreements; provided, further that that the Company Corporate Taxpayer may not terminate this Agreement pursuant to this Section 4.01(a4.1(a) with respect to any a Specified TRA Party unless MCK no longer owns, directly or indirectly, any such Specified TRA Party has Exchanged all of its Units or the MCK Representative has waived the application of this proviso; provided, further that this Agreement shall only terminate pursuant to this Section 4.01(a4.1(a) with respect to a TRA Party only upon the receipt of the Early Termination Payment by such TRA Party of its Early Termination PaymentParty, and the Company and Echo Corporate Taxpayer shall deliver an Early Termination Notice only if the Company it is able to make all required Early Termination Payments under this each Tax Receivable Agreement at the time required by Section 4.03; 4.3, and provided, further, that the Company Corporate Taxpayer may withdraw any notice to exercise execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the Company Corporate Taxpayer in accordance with this Section 4.03(a4.1(a), the Company Corporate Taxpayer shall not have any further payment obligations under this Agreement with respect to each the TRA Party Parties that has have received its their Early Termination Payment in accordance with this Section 4.03(a4.1(a), other than for any (ia) Tax Benefit Payment agreed to by the CompanyCorporate Taxpayer, on one hand, and the applicable TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (iib) 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 (iib) is included in the Early Termination Payment). At any time that If an Exchange by a TRA Party occurs after the Company is permitted Corporate Taxpayer makes the Early Termination Payment to terminate this Agreement such TRA Party pursuant to this Section 4.014.1(a), the Company Corporate Taxpayer shall so terminate have no obligations under this Agreement upon the request of Echo (and shall withdraw any notice with respect to terminate upon the request of Echo)such Exchange. (b) In the event that a Senior Obligation of the Company or any of its 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 in respect of a TRA Party agreed to by the Company and such TRA Party as due and payable but unpaid as of the date of an Acceleration, and (iii) include any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of an Acceleration; provided that procedures similar to the procedures of Section 4.02 shall apply with respect to the determination of the amount payable by the Company pursuant to this sentence. (c) In the event that the Company 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 (without duplication), but not be limited to, (i1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii2) any Tax Benefit Payments Payment in respect of a TRA Party agreed to by the Company Corporate Taxpayer and such TRA Party as due and payable but unpaid as of the date of a breach, and (iii3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.02 4.2 shall apply with respect to the determination of the amount payable by the Company Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event that the Company Corporate Taxpayer breaches this Agreement, each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (i1), (ii2) and (iii3) 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 Company Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Company 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 5.02 5.2 shall apply to such late payment; provided further that, unless solely with respect to a Tax Benefit Payment, if the Company Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement with respect to which the Company or any of its Subsidiaries is a party if such limitations are no more onerous than the corresponding limitations imposed by the existing credit agreements to which the Company Desert Newco is a party at party, which limitations are effective as of the Closingdate of this Agreement, in which case Section 5.02 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 300 basis pointsthe Agreed Rate.

Early Termination and Breach of Agreement. (a) From and after Unless terminated earlier pursuant to Section 4.1(b) or Section 4.1(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 first to occur of Corporate Taxpayer or Aris LLC (xor any successor thereto). (b) Qualified MCK Exit, (y) the termination of the MCK Exit Window and (z) the termination of the IPO Preference Period prior to the occurrence of a Qualified IPO, the Company The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable by the Company to the TRA Parties and with respect to all of the LLC Interests held by the TRA Parties at any time by paying to each TRA Party an aggregate amount equal to the Early Termination Payment Amount in respect of such TRA Party as provided in Section 4.03(a)Party; provided, however, that if this Agreement shall only terminate pursuant to this Section 4.1(b) upon the Companyreceipt of the Early Termination Payment by all TRA Parties; provided, Echo and further, that the MCK Representative agree, the Company Corporate Taxpayer may terminate this Agreement pursuant to this Section 4.1(b) with respect to some or all of the amounts payable to less than all of the TRA Parties, if the Corporate Taxpayer and such TRA Parties agree in writing to do so; and provided, further that the Company may not terminate this Agreement pursuant to this Section 4.01(a) with respect to any TRA Party unless MCK no longer owns, directly or indirectly, any Units or the MCK Representative has waived the application of this proviso; provided, further that this Agreement shall terminate pursuant to this Section 4.01(a) with respect to a TRA Party only upon the receipt by such TRA Party of its Early Termination Payment, and the Company and Echo shall deliver an Early Termination Notice only if the Company is able to make all required Early Termination Payments under this Agreement at the time required by Section 4.03; and provided, further, that the Company Corporate Taxpayer may withdraw any notice to exercise execute its termination rights under this Section 4.01(a4.1(b) prior to the time at which any an Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the Company Corporate Taxpayer in accordance with this Section 4.03(a4.1(b), the Company Corporate Taxpayer shall not have any further payment obligations under this Agreement with respect to each TRA Party that has received its Early Termination Payment in accordance with Section 4.03(a)Agreement, other than for any (ia) Tax Benefit Payment agreed to by the CompanyCorporate Taxpayer, on one hand, and the applicable TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (iib) 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 (iib) is included in the Early Termination Payment). At any time that the Company is permitted to terminate this Agreement pursuant to this Section 4.01, the Company shall so terminate this Agreement upon the request of Echo (and shall withdraw any notice to terminate upon the request of Echo). (b) In the event that a Senior Obligation of the Company or any of its 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 in respect of a TRA Party agreed to by the Company and such TRA Party as due and payable but unpaid as of the date of an Acceleration, and (iii) include any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of an Acceleration; provided that procedures similar to the procedures of Section 4.02 shall apply with respect to the determination of the amount payable by the Company pursuant to this sentence. (c) In the event that the 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 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 (without duplication), but not be limited to, (i) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payments in respect of a TRA Party agreed to by the Company and such TRA Party as due and payable but unpaid as of the date of a breach, and (iii) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.02 shall apply with respect to the determination of the amount payable by the Company pursuant to this sentence. Notwithstanding the foregoing, in the event that the Company breaches this Agreement, each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (i), (ii) and (iii) above or to seek specific performance of the terms hereof. 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 Company fails to make any Tax Benefit Payment when due to the extent that the Company has insufficient funds to make such payment; provided that the interest provisions of Section 5.02 shall apply to such late payment, unless the Company does not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement with respect to which the Company or any of its Subsidiaries is a party if such limitations are no more onerous than the corresponding limitations imposed by the credit agreements to which the Company is a party at the Closing, in which case Section 5.02 shall apply, but the Default Rate shall be replaced by LIBOR plus 300 basis points.the

Early Termination and Breach of Agreement. (a) From and after With the first to occur prior written approval of (x) Qualified MCK Exit, (y) the termination a majority of the MCK Exit Window and (z) the termination of the IPO Preference Period prior to the occurrence of a Qualified IPONon-Investor Directors, the Company Corporate Taxpayer may terminate this Agreement with respect to all amounts payable by the Company to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying (i) to each TRA Party an aggregate amount equal to the Early Termination Payment Amount in respect of such TRA Party as provided in Section 4.03(aand (ii) to each Reorganization TRA Party the Early Termination Payment under the applicable Tax Receivable Agreements (Reorganization); provided, however, that if the Company, Echo Corporate Taxpayer and each of the MCK Representative Representatives agree, the Company Corporate Taxpayer may terminate this Agreement with respect to some or all of the amounts payable to less than all of the TRA PartiesParties under the Tax Receivable Agreements; provided, further that the Company Corporate Taxpayer may not terminate this Agreement pursuant to this Section 4.01(a4.1(a) with respect to any a Specified TRA Party unless MCK no longer owns, directly or indirectly, any such Specified TRA Party has Exchanged all of its Units or the MCK Representative has waived the application of this proviso; provided, further that this Agreement shall only terminate pursuant to this Section 4.01(a4.1(a) with respect to a TRA Party only upon the receipt of the Early Termination Payment by such TRA Party of its Early Termination PaymentParty, and the Company and Echo Corporate Taxpayer shall deliver an Early Termination Notice only if the Company it is able to make all required Early Termination Payments under this each Tax Receivable Agreement at the time required by Section 4.03; 4.3, and provided, further, that the Company Corporate Taxpayer may withdraw any notice to exercise execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the Company Corporate Taxpayer in accordance with this Section 4.03(a4.1(a), the Company Corporate Taxpayer shall not have any further payment obligations under this Agreement with respect to each the TRA Party Parties that has have received its their Early Termination Payment in accordance with this Section 4.03(a4.1(a), other than for any (ia) Tax Benefit Payment agreed to by the CompanyCorporate Taxpayer, on one hand, and the applicable TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (iib) 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 (iib) is included in the Early Termination Payment). At any time that If an Exchange by a TRA Party occurs after the Company is permitted Corporate Taxpayer makes the Early Termination Payment to terminate this Agreement such TRA Party pursuant to this Section 4.014.1(a), the Company Corporate Taxpayer shall so terminate have no obligations under this Agreement upon the request of Echo (and shall withdraw any notice with respect to terminate upon the request of Echo)such Exchange. (b) In the event that a Senior Obligation of the Company or any of its 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 in respect of a TRA Party agreed to by the Company and such TRA Party as due and payable but unpaid as of the date of an Acceleration, and (iii) include any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of an Acceleration; provided that procedures similar to the procedures of Section 4.02 shall apply with respect to the determination of the amount payable by the Company pursuant to this sentence. (c) In the event that the Company 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 (without duplication), but not be limited to, (i1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii2) any Tax Benefit Payments Payment in respect of a TRA Party agreed to by the Company Corporate Taxpayer and such TRA Party as due and payable but unpaid as of the date of a breach, and (iii3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.02 4.2 shall apply with respect to the determination of the amount payable by the Company Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event that the Company Corporate Taxpayer breaches this Agreement, each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (i1), (ii2) and (iii3) 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 Company Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Company 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 5.02 5.2 shall apply to such late payment; provided further that, unless solely with respect to a Tax Benefit Payment, if the Company Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement with respect to which the Company or any of its Subsidiaries is a party if such limitations are no more onerous than the corresponding limitations imposed by the existing credit agreements to which the Company Desert Newco is a party at party, which limitations are effective as of the Closingdate of this Agreement, in which case Section 5.02 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 300 basis pointsthe Agreed Rate.

Early Termination and Breach of Agreement. (a) From and after Unless terminated earlier pursuant to Section 4.1(b) or Section 4.1(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 Limited Partner retaining an interest in HoldCo or GDH LP (or any successor thereto). (b) With the first to occur written approval of (x) Qualified MCK Exit, (y) the termination a majority of the MCK Exit Window and (z) the termination of the IPO Preference Period prior to the occurrence of a Qualified IPOIndependent Directors, the Company may terminate this Agreement with respect to all amounts payable by the Company to the TRA Parties by paying to each TRA Party an aggregate amount equal to the Early Termination Payment Amount in respect of such TRA Party as provided in Section 4.03(a); provided, however, that if the Company, Echo and the MCK Representative agree, the Company HoldCo may terminate this Agreement with respect to some or all of the amounts payable to less than some or all of the TRA PartiesLimited Partners and with respect to some or all LP Units held (or previously held and Exchanged) by some or all of the TRA Limited Partners at any time by paying to such TRA Limited Partner or TRA Limited Partners the Early Termination Payment in respect of such TRA Limited Partner or TRA Limited Partners; provided, further that the Company may not terminate this Agreement pursuant to this Section 4.01(a) with respect to any TRA Party unless MCK no longer ownshowever, directly or indirectly, any Units or the MCK Representative has waived the application of this proviso; provided, further that this Agreement shall terminate with respect to any such TRA Limited Partner or TRA Limited Partners pursuant to this Section 4.01(a4.1(b) with respect to a TRA Party only upon the receipt of the Early Termination Payment by such TRA Party of its Early Termination PaymentLimited Partner or TRA Limited Partners, and the Company and Echo shall deliver an Early Termination Notice only if the Company is able to make all required Early Termination Payments under this Agreement at the time required by Section 4.03; and provided, further, that the Company Holdco may withdraw any notice to exercise execute its termination rights under this Section 4.01(a4.1(b) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by HoldCo to a TRA Limited Partner, as between HoldCo and such TRA Limited Partner neither the Company in accordance with Section 4.03(a), the Company TRA Limited Partner nor HoldCo shall not have any further payment obligations under this Agreement with respect to each TRA Party that has received its Early Termination Payment in accordance with Section 4.03(a)Agreement, other than for any (ia) Tax Benefit Payment agreed to by the Company, on one hand, HoldCo and the applicable TRA Party, on the other, Limited Partner as due and payable but unpaid as of the Early Termination Notice and (iib) 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 (iib) is included in the calculation of the Early Termination Payment). At any time that the Company is permitted If an Exchange occurs with respect to terminate this Agreement LP Units with respect to which HoldCo has made an Early Termination Payment pursuant to this Section 4.014.1(b), the Company Holdco shall so terminate have no obligations under this Agreement upon the request of Echo (and shall withdraw any notice to terminate upon the request of Echo). (b) In the event that a Senior Obligation of the Company or any of its 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 in respect of a TRA Party agreed to by the Company and such TRA Party as due and payable but unpaid as of the date of an Acceleration, and (iii) include any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of an Acceleration; provided that procedures similar to the procedures of Section 4.02 shall apply with respect to the determination of the amount payable by the Company pursuant to this sentencesuch Exchange. (c) In the event that the Company 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 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 (without duplication)include, but not be limited to, : (i1) the Early Termination Payments Payment calculated as if an Early Termination Notice had been delivered on the date of a such breach, ; (ii2) any Tax Benefit Payments in respect of a TRA Party Payment agreed to by the Company HoldCo and such any TRA Party Limited Partner as due and payable but unpaid as of the date of a such breach, ; and (iii3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a such breach; provided that procedures similar to the procedures of Section 4.02 shall apply with respect to the determination of the amount payable by the Company HoldCo pursuant to this sentence. Notwithstanding the foregoing, in the event that the Company HoldCo breaches any of its material obligations under this Agreement, each TRA Party Limited Partner shall be entitled to elect to receive the amounts set forth in clauses (i1), (ii2) and (iii3) 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 Company HoldCo fails to make any Tax Benefit Payment when due to the extent that the Company HoldCo has insufficient funds to make such payment; provided that the interest provisions of Section 5.02 5.2 of this Agreement shall apply to such late payment, payment (unless the Company HoldCo does not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement with respect debt agreements to which the Company HoldCo or any of its Subsidiaries is a party if such limitations are no more onerous than the corresponding limitations imposed by the credit agreements to which the Company is a party at the Closingparty, in which case Section 5.02 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 300 basis pointsthe Agreed Rate); provided, further, that HoldCo shall promptly (and in any event, within three (3) Business Days), pay all such unpaid payments, together with accrued and unpaid interest thereon, immediately following such time that HoldCo has, and to the extent HoldCo has, sufficient funds to make such payment, and the failure of HoldCo to do so shall constitute a breach of this Agreement. For the avoidance of doubt, all cash and cash equivalents used or to be used to pay dividends by, or repurchase equity securities of, HoldCo shall be deemed to be funds sufficient and available to pay such unpaid payments, together with any accrued and unpaid interest thereon.

Early Termination and Breach of Agreement. (a) From and after the first to occur of (x) Qualified MCK Exit, (y) the termination of the MCK Exit Window and (z) the termination of the IPO Preference Period prior to the occurrence of a Qualified IPO, the Company The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable by the Company to the TRA Parties and with respect to all of the Common Units held by the TRA Parties at any time by paying (i) to each TRA Party an aggregate amount equal to the Early Termination Payment Amount in respect of such TRA Party as provided in Section 4.03(a)Party; provided, however, that if the Company, Echo Corporate Taxpayer and the MCK DC Capital Representative agree, the Company Corporate Taxpayer may terminate this Agreement with respect to some or all of the amounts payable to less than all of the TRA Parties; provided, further that the Company may not terminate Parties under this Agreement pursuant to this Section 4.01(a) with respect to any TRA Party unless MCK no longer owns, directly or indirectly, any Units or the MCK Representative has waived the application of this provisoAgreement; provided, further that this Agreement shall only terminate pursuant to this Section 4.01(a4.1(a) with respect to a TRA Party only upon the receipt of the Early Termination Payment by such TRA Party of its Early Termination PaymentParty, and the Company and Echo Corporate Taxpayer shall deliver an Early Termination Notice only if the Company it is able to make all required Early Termination Payments under this Agreement at the time required by Section 4.03; 4.3, and provided, further, that the Company Corporate Taxpayer may withdraw any notice to exercise execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the Company Corporate Taxpayer in accordance with this Section 4.03(a)4.1(a) and Section 4.3, the Company Corporate Taxpayer shall not have any further payment obligations under this Agreement with respect to each the TRA Party Parties that has have received its their Early Termination Payment in accordance with this Section 4.03(a)4.1(a) and Section 4.3, other than for any (ia) Tax Benefit Payment agreed to by the CompanyCorporate Taxpayer, on one hand, and the applicable TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (iib) 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 (iib) is included in the Early Termination Payment). At any time that If an Exchange by a TRA Party occurs after the Company is permitted Corporate Taxpayer makes the Early Termination Payment to terminate this Agreement such TRA Party pursuant to this Section 4.014.1(a), the Company Corporate Taxpayer shall so terminate have no obligations under this Agreement upon the request of Echo (and shall withdraw any notice with respect to terminate upon the request of Echo)such Exchange. (b) In the event that a Senior Obligation of the Company or any of its 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 in respect of a TRA Party agreed to by the Company and such TRA Party as due and payable but unpaid as of the date of an Acceleration, and (iii) include any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of an Acceleration; provided that procedures similar to the procedures of Section 4.02 shall apply with respect to the determination of the amount payable by the Company pursuant to this sentence. (c) In the event that the Company 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 to the extent not cured within thirty (30) days of receiving written notice from any TRA Party that is materially prejudiced by such failure 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 (without duplication), but not be limited to, (i1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii2) any Tax Benefit Payments Payment in respect of a TRA Party agreed to by the Company Corporate Taxpayer and such TRA Party as due and payable but unpaid as of the date of a breach, and (iii3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided provided, that procedures similar to the procedures of Section 4.02 4.2 shall apply with respect to the determination of the amount payable by the Company Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event that the Company Corporate Taxpayer breaches this Agreement, each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (i1), (ii2) and (iii3) 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 Company Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Company 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 Company 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 5.02 5.2 shall apply to such late payment; and provided, unless further that, solely with respect to a Tax Benefit Payment, if the Company Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement with respect to which the Company or any of its Subsidiaries is a party if such limitations are no more onerous than the corresponding limitations imposed by the existing credit agreements to which the Company is a party at party, which limitations are effective as of the Closingdate of this Agreement, in which case Section 5.02 5.2 shall apply, but the Default Rate shall be replaced by LIBOR plus 300 basis pointsthe Agreed Rate. (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 Effective 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 Corporate Taxpayer and the Beneficiaries or Blocker Owners 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 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandi.

Early Termination and Breach of Agreement. (a) From and after the first to occur of (x) Qualified MCK Exit, (y) the termination of the an MCK Exit Window and (z) the termination of the IPO Preference Period prior to the occurrence of a Qualified IPO, the Company may terminate this Agreement with respect to all amounts payable by the Company to the TRA Parties by paying to each TRA Party an aggregate amount equal to the Early Termination Payment Amount in respect of such TRA Party as provided in Section 4.03(a); provided, however, that if the Company, Echo Company and the MCK Representative agree, the Company may terminate this Agreement with respect to some or all of the amounts payable to less than all of the TRA Parties; provided, further that the Company may not terminate this Agreement pursuant to this Section 4.01(a) with respect to any TRA Party unless MCK no longer owns, directly or indirectly, any Units or the MCK Representative has waived the application of this proviso; provided, further that this Agreement shall terminate pursuant to this Section 4.01(a) with respect to a TRA Party only upon the receipt by such TRA Party of its Early Termination Payment, and the Company and Echo shall deliver an Early Termination Notice only if the Company is able to make all required Early Termination Payments under this Agreement at the time required by Section 4.03; and provided, further, that the Company may withdraw any notice to exercise its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by the Company in accordance with Section 4.03(a), the Company shall not have any further payment obligations under this Agreement with respect to each TRA Party that has received its Early Termination Payment in accordance with Section 4.03(a), other than for any (i) Tax Benefit Payment agreed to by the Company, on one hand, and the applicable TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (ii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (ii) is included in the Early Termination Payment). At any time that the Company is permitted to terminate this Agreement pursuant to this Section 4.01, the Company shall so terminate this Agreement upon the request of Echo (and shall withdraw any notice to terminate upon the request of Echo). (b) In the event that a Senior Obligation of the Company or any of its 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 Table of Contents such Acceleration, (ii) include any Tax Benefit Payments in respect of a TRA Party agreed to by the Company and such TRA Party as due and payable but unpaid as of the date of an Acceleration, and (iii) include any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of an Acceleration; provided that procedures similar to the procedures of Section 4.02 shall apply with respect to the determination of the amount payable by the Company pursuant to this sentence. (c) In the event that the 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 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 (without duplication), but not be limited to, (i) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payments in respect of a TRA Party agreed to by the Company and such TRA Party as due and payable but unpaid as of the date of a breach, and (iii) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.02 shall apply with respect to the determination of the amount payable by the Company pursuant to this sentence. Notwithstanding the foregoing, in the event that the Company breaches this Agreement, each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (i), (ii) and (iii) above or to seek specific performance of the terms hereof. 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 Company fails to make any Tax Benefit Payment when due to the extent that the Company has insufficient funds to make such payment; provided that the interest provisions of Section 5.02 shall apply to such late payment, unless the Company does not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement with respect to which the Company or any of its Subsidiaries is a party if such limitations are no more onerous than the corresponding limitations imposed by the credit agreements to which the Company is a party at the Closing, in which case Section 5.02 shall apply, but the Default Rate shall be replaced by LIBOR plus 300 basis points.

Early Termination and Breach of Agreement. (a) From and after the first to occur of (x) Qualified MCK Exit, (y) the termination of the MCK Exit Window and (z) the termination of the IPO Preference Period prior to the occurrence of a Qualified IPO, the The Company may terminate this Agreement with respect to all amounts payable by the Company to the TRA Parties and with respect to all of the Class B Units held (or previously held and Exchanged) by the TRA Parties at any time by paying to each TRA Party an aggregate amount equal to the Early Termination Payment Amount in respect of such TRA Party as provided in Section 4.03(a)Party; provided, however, that if the Company, Echo and the MCK Representative agree, the Company may terminate this Agreement with respect to some or all of the amounts payable to less than all of the TRA Parties; provided, further that the Company may not terminate this Agreement pursuant to this Section 4.01(a) with respect to any TRA Party unless MCK no longer owns, directly or indirectly, any Units or the MCK Representative has waived the application of this proviso; provided, further that this Agreement shall only terminate pursuant to this Section 4.01(a) with respect to a TRA Party only upon the receipt by each TRA Party of the Early Termination Payment and all other payments required to be paid to such TRA Party of its Early Termination Paymentunder this Agreement, and provided, further, that the Company and Echo (i) shall deliver an Early Termination Notice only if the Company it is able to make all required Early Termination Payments under this Agreement at the time required by Section 4.03; 4.3 and provided, further, that the Company (ii) may withdraw any notice to exercise execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment to each TRA Party by the Company in accordance with this Section 4.03(a4.1(a), neither the TRA Parties nor the Company shall not have any further payment obligations under this Agreement with respect to each TRA Party that has received its Early Termination Payment in accordance with Section 4.03(a)Agreement, other than for any (i) Tax Benefit Payment agreed to by the Company, on the one hand, and the applicable a TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (ii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (ii) is included in the Early Termination Payment). At any time that For the avoidance of doubt, if an Exchange by a TRA Party occurs after the Company is permitted makes the Early Termination Payments with respect to terminate this Agreement pursuant to this Section 4.01all TRA Parties, the Company shall so terminate have no obligations under this Agreement upon the request of Echo (and shall withdraw any notice with respect to terminate upon the request of Echo)such Exchange. (b) In the event that a Senior Obligation of the Company or any of its 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 in respect of a TRA Party agreed to by the Company and such TRA Party as due and payable but unpaid as of the date of an Acceleration, and (iii) include any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of an Acceleration; provided that procedures similar to the procedures of Section 4.02 shall apply with respect to the determination of the amount payable by the Company pursuant to this sentence. (c) In the event that the 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 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 (without duplication), but not be limited to, (i) the Early Termination Payments (calculated as if an Early Termination Notice had been delivered on the date of a breach), (ii) any Tax Benefit Payments Payment in respect of a TRA Party agreed to by the Company and such TRA Party as due and payable but unpaid as of the date of a breach, and (iii) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.02 4.2 shall apply with respect to the determination of the amount payable by the Company pursuant to this sentence. Notwithstanding the foregoing, in the event that the Company breaches this Agreement, each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (i), (ii) and (iii) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of thirty (30) days 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 thirty (30) days of the date such payment is due. Notwithstanding anything in . (c) The 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 Company fails to make any Tax Benefit Payment when due to the extent that the Company has insufficient funds to make such payment; provided that the interest provisions of Section 5.02 shall apply to such late payment, unless the Company does not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement with respect to which the Company or any of its Subsidiaries is a party if such limitations are no more onerous than the corresponding limitations imposed by the credit agreements to which the Company is a party at the Closing, in which case Section 5.02 shall apply, but the Default Rate shall be replaced by LIBOR plus 300 basis pointsreasonably ascertainable.

Early Termination and Breach of Agreement. (a) From and after the first to occur of (x) Qualified MCK Exit, (y) the termination of the MCK Exit Window and (z) the termination of the IPO Preference Period prior to the occurrence of a Qualified IPO, the Company Five Point may terminate this Agreement with respect to all amounts payable by the Company to the TRA Parties and with respect to all of the Units and Hunters Point Class A Units held by the TRA Parties at any time by paying to each TRA Party an aggregate amount equal to the Early Termination Payment Amount in respect of such TRA Party as provided in Section 4.03(a)Party; provided, however, that if the Company, Echo and the MCK Representative agree, the Company Five Point may terminate this Agreement with respect to some or all of the amounts payable to less than any or all of the TRA PartiesParties (including, without limitation, amounts payable in respect of Iterative Section 704(c) Payments); provided, further further, that the Company Five Point may not terminate this Agreement pursuant to this Section 4.01(a4.1(a) with respect to any TRA Party unless MCK no longer owns, directly or indirectly, any Units the Members or the MCK Representative Designated Member unless such Member or Designated Member has Exchanged all of its Units and/or Hunters Point Class A Units, as applicable, or waived the application of this proviso; provided, further that this . This Agreement shall only terminate pursuant to this Section 4.01(a4.1(a) with respect to a TRA Party only upon the receipt of the Early Termination Payment by such TRA Party of its Early Termination PaymentParty, and the Company and Echo Five Point shall deliver an Early Termination Notice only if the Company it is able to make all required Early Termination Payments under this Agreement at the time required by Section 4.03; 4.3, and provided, further, that the Company Five Point may withdraw any notice to exercise execute its termination rights under this Section 4.01(a4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments Payment by the Company Five Point in accordance with this Section 4.03(a4.1(a), the Company Five Point shall not have any further payment obligations under this Agreement with respect to each the TRA Party Parties that has have received its their Early Termination Payment in accordance with this Section 4.03(a4.1(a), other than for any (i) Tax Benefit Payment agreed to by the CompanyFive Point, on the one hand, and the applicable TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (ii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (ii) is included in the Early Termination Payment). At any time that If an Exchange by a TRA Party occurs after Five Point makes the Company is permitted Early Termination Payment to terminate this Agreement such TRA Party pursuant to this Section 4.014.1(a), the Company Five Point shall so terminate have no obligations under this Agreement upon the request of Echo (and shall withdraw any notice with respect to terminate upon the request of Echo)such Exchange. (b) In the event that a Senior Obligation of the Company or any of its 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 in respect of a TRA Party agreed to by the Company and such TRA Party as due and payable but unpaid as of the date of an Acceleration, and (iii) include any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of an Acceleration; provided that procedures similar to the procedures of Section 4.02 shall apply with respect to the determination of the amount payable by the Company pursuant to this sentence. (c) In the event that the Company Five Point 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 (without duplication), but not be limited to, (i) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) any Tax Benefit Payments Payment in respect of a TRA Party agreed to by the Company Five Point and such TRA Party as due and payable but unpaid as of the date of a breach, and (iii) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.02 4.2 shall apply with respect to the determination of the amount payable by the Company Five Point pursuant to this sentence. Notwithstanding the foregoing, in the event that the Company Five Point breaches this Agreement, each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (i), (ii) and (iii) above or to seek specific performance of the terms hereof. 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 It shall not be a breach of this Agreement if the Company fails Five Point exercises its right to make defer any Tax Benefit Payment when due Payments pursuant to the extent Section 3.5. (c) The parties hereby acknowledge and agree that the Company has insufficient funds timing, amounts and aggregate value of Tax Benefit Payments pursuant to make such payment; provided that the interest provisions of Section 5.02 shall apply to such late payment, unless the Company does this Agreement are not have sufficient cash to make such payment as a result of limitations imposed by any credit agreement with respect to which the Company or any of its Subsidiaries is a party if such limitations are no more onerous than the corresponding limitations imposed by the credit agreements to which the Company is a party at the Closing, in which case Section 5.02 shall apply, but the Default Rate shall be replaced by LIBOR plus 300 basis pointsreasonably ascertainable.