Common use of Early Termination Notice Clause in Contracts

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO, the Corporate Taxpayer shall deliver to the ITR Entity notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR Entity. The Early Termination Schedule shall become final and binding on all parties 30 calendar days from the first date on which the ITR Entity has received such Schedule or amendment thereto unless the ITR Entity (i) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer Corporation chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer Corporation shall deliver to the ITR Entity Members a notice of such intention the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by a Member, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the ITR EntityEarly Termination Schedule; (y) deliver a Corporation Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by the Members, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 each Party thirty (30) calendar days from the first date on which the ITR Entity has Members received such Early Termination Schedule or amendment thereto unless the ITR Entity unless: (i) a Member within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail such Member’s material objection (a “Material Termination Objection Notice”) or and (B) a letter from a Member Advisory Firm in support of such Termination Objection Notice; or (ii) each Member provides a written waiver of such right of a Material Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporate Taxpayer Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the “Early Termination Effective Date”). If the partiesParties, for any reason, are unable to successfully resolve the issues raised in such notice the Termination Objection Notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the Material Termination Objection Notice, the Corporate Taxpayer Corporation and the ITR Entity such Member shall employ the Reconciliation Procedures. . For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from a Member Advisory Firm referenced in clause (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(ai) above shall instead be deemed borne solely by such Member and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be 10 calendar daysthe “Early Termination Reference Date.”

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity Agent has received such Schedule or amendment thereto unless (x) the ITR Entity Agent, within thirty (i30) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer and each other Agent with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date a waiver from the waiver is Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and Agent, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Agent shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days7.9.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity each TRA Party notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment Payment(s) due for the ITR Entityeach TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from after the first date on which the ITR Entity TRA Party has received such Schedule or amendment thereto unless the ITR Entity TRA Party (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all by clauses (i) or (ii), the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the TRA Party, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity objecting TRA Party shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) days after the conclusion of the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity Agent has received such Schedule or amendment thereto unless (x) the ITR Entity Agent, within thirty (i30) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date the waiver is from the Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the Agent, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Agent shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change 7.10 or Resolution of Control or Subsequent IPODisputes Procedures under Section 7.9, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daysas applicable.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO4.1, the Corporate Taxpayer shall deliver to the ITR Entity Holders’ Representative notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR Entityeach Holder. The Early Termination Schedule shall will become final and binding on all parties 30 with respect to the Holders’ Representative and each Holder and its Affiliates thirty (30) calendar days from the first date on which the ITR Entity has received Corporate Taxpayer sent the Holders’ Representative such Early Termination Schedule unless (a) the Holders’ Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent such Schedule or amendment thereto unless the ITR Entity (i) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection an Objection Notice with respect to such Early Termination Schedule made in good faith (“Material Objection Notice”) or (iib) the Holders’ Representative provides a written waiver of such the right of a Material to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (ia) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the partiesCorporate Taxpayer and the Holders’ Representative, for any reason, are unable to successfully resolve the issues raised in such notice Objection Notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Holders’ Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final with respect to all Holders in accordance with this Section 4.2 shall be the “Early Termination Effective Date”. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer APAM chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer APAM shall deliver to the ITR Entity relevant LP Unit Holders notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate TaxpayerAPAM’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR Entityrelevant LP Unit Holder. APAM shall use its reasonable best efforts to deliver an Advisory Firm Letter supporting such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 each party thirty (30) calendar days from the first date on which the ITR Entity has LP Unit Holder received such Early Termination Schedule or amendment thereto unless unless: (a) if APAM delivered an Advisory Firm Letter with respect to such Early Termination Schedule, the ITR Entity LP Unit Holder within thirty (i30) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer APAM with (i) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the LP Unit Holder’s material objection (a “Material Objection Notice”) or and (ii) a letter from an Advisory Firm supporting such material objection; (b) if APAM did not deliver an Advisory Firm Letter with respect to such Early Termination Schedule, the LP Unit Holder within thirty (30) calendar days after receiving the Early Termination Schedule, provides APAM with a Material Objection Notice; or (c) the LP Unit Holder provides a written waiver of such right of a Material Objection Notice within the period described in clause clauses (i) or (ii) above, in which case such Early Termination Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”)APAM. If the parties, for any reason, are unable to successfully resolve the issues raised in such notice a Material Objection Notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer APAM of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity parties shall employ the Reconciliation Procedures. . For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(aa) above shall instead be deemed borne solely by the LP Unit Holder for whom the letter was prepared and APAM shall have no liability with respect to such letter or the expense of preparing or obtaining it. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be 10 calendar daysthe “Early Termination Effective Date”.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOControl, the Corporate Taxpayer shall deliver to the ITR Entity Change Shareholder Representatives notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR EntityChange Shareholder Representatives. The Early Termination Schedule shall become final and binding on all parties 30 calendar days from the first date on which the ITR Entity Change Shareholder Representatives has received such Schedule or amendment thereto unless the ITR Entity Change Shareholder Representatives (i) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all by clauses (i) or (ii), the “Early Termination Effective Date”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Change Shareholder Representatives shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) days after the conclusion of the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPOControl, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer Corporation chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer Corporation shall deliver to the ITR Entity Members a notice of such intention the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined in good faith by the Corporation or as reasonably requested by a Member, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the ITR EntityEarly Termination Schedule; (y) deliver an Advisory Firm Letter (or, if the Advisory Firm cannot as a general matter of such Advisory Firm’s internal policies deliver Advisory Firm Letters, a Corporation Letter) supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined in good faith by the Corporation or as reasonably requested by any Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 each Party thirty (30) calendar days from the first date on which the ITR Entity has Members received such Early Termination Schedule or amendment thereto unless the ITR Entity unless: (i) a Member within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Corporation with notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail such Member’s material objection (a “Material Termination Objection Notice”) or ); or (ii) each Member provides a written waiver of such right of a Material Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporate Taxpayer Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the “Early Termination Effective Date”). If the partiesParties, for any reason, are unable to successfully resolve the issues raised in such notice the Termination Objection Notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the Material Termination Objection Notice, the Corporate Taxpayer Corporation and the ITR Entity such Member shall employ the Reconciliation Procedures. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.”

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity each TRA Party notice of such intention to exercise such right (“Early Termination Notice”) and and, for TRA Parties that are not individuals, a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment Payment(s) due for the ITR Entityeach TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has all applicable TRA Parties are treated as having received such Schedule or amendment thereto under Section 7.1 unless the ITR Entity any TRA Party Representative (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the partiesCorporate Taxpayer and the relevant TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity relevant TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) calendar days after the conclusion of the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under in accordance with Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity each TRA Party written notice of such intention decision to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention decision to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR EntityPayment(s) due to each TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has received all TRA Parties have been given such Schedule or amendment thereto under Section 7.1, unless the ITR Entity TRA Party Representative (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides such date gives the Corporate Taxpayer with written notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such its right of to give a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes shall become binding on the date the such waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the partiesCorporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice Material Objection Notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity TRA Party Representative shall employ the Reconciliation Procedures. (b) If Procedures in which case such Schedule shall become binding in accordance with Section 7.9. The TRA Party Representative will represent the Corporate Taxpayer chooses to exercise its right interests of early termination under each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.1 above in connection with a Change of Control or Subsequent IPO4.2, any reference objection to 30 calendar days an Early Termination Schedule or amendment thereto timely given in Section 4.2(a) above shall instead be deemed writing to be 10 calendar daysthe TRA Party Representative by a TRA Party.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under in accordance with Section 4.1 above other than in connection with a Change of Control or Subsequent IPO4.1(a) above, the Corporate Taxpayer shall deliver to the ITR Entity each TRA Party written notice of such intention decision to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention decision to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment Payment(s) due for the ITR Entityeach TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has received all TRA Parties have been given such Schedule or amendment thereto under Section 7.1 unless the ITR Entity TRA Party Representative (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides such date gives the Corporate Taxpayer with written notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such its right of to give a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the such waiver is received given by the TRA Party Representative to the Corporate Taxpayer. If the Corporate Taxpayer (and the “Early Termination Effective Date”). If the partiesTRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice Material Objection Notice within 30 thirty (30) calendar days after the receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity TRA Party Representative shall employ the Reconciliation Procedures. (b) If Procedures in which case such Schedule becomes binding in accordance with Section 7.9. The TRA Party Representative will represent the Corporate Taxpayer chooses to exercise its right interests of early termination under each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.1 above in connection with a Change of Control or Subsequent IPO4.2, any reference objection to 30 calendar days an Early Termination Schedule timely given in Section 4.2(a) above shall instead be deemed writing to be 10 calendar daysthe TRA Party Representative by a TRA Party.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity each TRA Party notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment Payment(s) due for the ITR Entityeach TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has all TRA Parties are treated as having received such Schedule or amendment thereto under Section 7.1 unless the ITR Entity TRA Party Representative (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the partiesCorporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) calendar days after the conclusion of the Reconciliation Procedures. (b) If . The TRA Party Representative will fairly represent the Corporate Taxpayer chooses to exercise its right interests of early termination under each of the TRA Parties and shall timely raise and pursue, in accordance with this Section 4.1 above in connection with a Change of Control or Subsequent IPO4.2, any reference reasonable objection to 30 calendar days an Early Termination Schedule or amendment thereto timely communicated in Section 4.2(a) above shall instead be deemed writing to be 10 calendar daysthe TRA Party Representative by a TRA Party.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO4.01(b) above, the Corporate Taxpayer shall deliver to the ITR Entity each Member notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for such Member, including that portion of the ITR EntityEarly Termination Payment that has satisfied the Payment Conditions and that portion of the Early Termination Payment that has not, as of the Early Termination Date, satisfied a Payment Condition. The Early Termination Schedule shall become final and binding on all parties such Member 30 calendar days from the first date on which the ITR Entity such Member has received such Schedule or amendment thereto unless the ITR Entity such Member (i) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such 30 calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and such Member, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity such Member shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer Company chooses to exercise its right of early termination under Section 4.1 above 4.01 above, other than in connection with a Change of Control or Subsequent IPOControl, the Corporate Taxpayer Company shall deliver to the ITR Entity each TRA Party notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate TaxpayerCompany’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment due for the ITR Entityeach TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from after the first date on which the ITR Entity TRA Party has received such Schedule or amendment thereto unless the ITR Entity MCK Representative (ia) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Company with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iib) provides a written waiver of such right of a Material Objection Notice within the period described in clause (ia) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer Company (such thirty (30) calendar day date as modified, if at all by clauses (a) or (b), the “Early Termination Effective Date”). If the partiesCompany and the MCK Representative, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer Company of the Material Objection Notice, the Corporate Taxpayer Company and the ITR Entity MCK Representative shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) days after the conclusion of the Reconciliation Procedures. (b) If the Corporate Taxpayer Company chooses to exercise its right of early termination under Section 4.1 4.01 above in connection with a Change of Control or Subsequent IPOControl, any reference to 30 calendar days in Section 4.2(a) 4.02 above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity Agent has received such Schedule or amendment thereto unless (x) the ITR Entity Agent, within thirty (i30) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date a waiver from the waiver is Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and Agent, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Agent shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change 7.10 or Resolution of Control or Subsequent IPODisputes procedures under Section 7.9, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daysas applicable.

Early Termination Notice. (a) If the Corporate Taxpayer Group chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer Group shall deliver to the ITR Entity each Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer Group shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by any Agent, in each case, as soon as reasonably practicable following the occurrence of such event or delivery of the Early Termination Notice, as applicable. In addition, the Corporate Taxpayer Group shall allow each Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer Group in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has all Agents have received such Schedule or amendment thereto unless the ITR Entity (ix) any Agent, within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Group and each other Agent with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) each Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date the waiver is waivers from all Agents have been received by the Corporate Taxpayer Group (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer Group and the Agents, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer Group of the Material Objection Notice, the Corporate Taxpayer Group and the ITR Entity Agents shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change 7.10 or Resolution of Control or Subsequent IPODisputes Procedures under Section 7.9, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daysas applicable.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity each TRA Party notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment Payment(s) due for the ITR Entityeach TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has all TRA Parties are treated as having received such Schedule or amendment thereto under Section 7.1 unless the ITR Entity TRA Party Representative (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Early Termination Schedule Objection Notice”) or (ii) provides a written waiver of such right of a Material Early Termination Schedule Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the partiesCorporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Early Termination Schedule Objection Notice, the Corporate Taxpayer and the ITR Entity TRA Party Representative shall employ the Reconciliation Procedures. , in which case such Schedule becomes binding ten (b10) If days after the Corporate Taxpayer chooses to exercise its right conclusion of early termination under the Reconciliation Procedures. The TRA Party Representative will fairly represent the interests of each of the TRA Parties and shall timely raise and pursue, in accordance with this Section 4.1 above in connection with a Change of Control or Subsequent IPO4.2, any reference reasonable objection to 30 calendar days an Early Termination Schedule or amendment thereto timely communicated in Section 4.2(a) above shall instead be deemed writing to be 10 calendar daysthe TRA Party Representative by a TRA Party.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO4.01(b) above, the Corporate Taxpayer shall deliver to each Member and the ITR Entity Member Representative notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR Entitysuch Member. The Early Termination Schedule shall become final and binding on all parties such Member 30 calendar days from the first date on which the ITR Entity has Member and the Member Representative have received such Schedule or amendment thereto unless the ITR Entity Member in case of an Early Termination Payment pursuant to Section 4.01(b)(ii) or the Member Representative in the case of an Early Termination Payment pursuant to Section 4.01(b)(i), (i) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such 30 calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the Member or Member Representative, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Member or Member Representative shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR Entity. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has received such Schedule or amendment thereto unless the ITR Entity (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity each TRA Party notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment Payment(s) due for the ITR Entityeach TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from after the first date on which the ITR Entity TRA Party has received such Schedule or amendment thereto unless unless, in the ITR Entity case of a Specified TRA Party, such Specified TRA Party (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all by clauses (i) or (ii), the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the Specified TRA Party, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity objecting Specified TRA Party shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) days after the conclusion of the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity each TRA Party notice of such intention to exercise such right (“Early Termination Notice”) and shall deliver to the TRA Party Representative a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment Payment(s) due for the ITR Entityeach TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has all applicable TRA Parties are treated as having received such Schedule or amendment thereto under Section 7.1 unless the ITR Entity TRA Party Representative (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the partiesCorporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) calendar days after the conclusion of the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer PubCo chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO4.1(a) above, the Corporate Taxpayer PubCo shall deliver to the ITR Entity TRA Party Representative notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate TaxpayerPubCo’s intention to exercise such right under either clause (i) or (ii) thereof and showing in reasonable detail the calculation of the Early Termination Payment Payment(s) due for the ITR Entityeach relevant TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has TRA Party Representative is treated as having received such Schedule or amendment thereto under Section 7.1 unless the ITR Entity TRA Party Representative (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer PubCo with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”)PubCo. If PubCo and the partiesTRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer PubCo of the Material Objection Notice, the Corporate Taxpayer PubCo and the ITR Entity TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) calendar days after the conclusion of the Reconciliation Procedures. (b) If . The TRA Party Representative will fairly represent the Corporate Taxpayer chooses to exercise its right interests of early termination under each TRA Party and shall timely raise and pursue, in accordance with this Section 4.1 above in connection with a Change of Control or Subsequent IPO4.2, any reference reasonable objection to 30 calendar days an Early Termination Schedule or amendment thereto timely communicated in Section 4.2(a) above shall instead be deemed writing to be 10 calendar daysthe TRA Party Representative by a TRA Party.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (a) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (b) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity Agent has received such Schedule or amendment thereto unless (x) the ITR Entity Agent, within thirty (i30) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date waivers from the waiver is Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the Agent, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Agent shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change 7.10 or Resolution of Control or Subsequent IPODisputes procedures under Section 7.9, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daysas applicable.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO4.1(a) above, the Corporate Taxpayer shall deliver to the ITR Entity TRA Party Representative notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right under either clause (i) or (ii) thereof and showing in reasonable detail the calculation of the Early Termination Payment Payment(s) due for the ITR Entityeach relevant TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has TRA Party Representative is treated as having received such Schedule or amendment thereto under Section 7.1 unless the ITR Entity TRA Party Representative (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the partiesCorporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) calendar days after the conclusion of the Reconciliation Procedures. (b) If . The TRA Party Representative will fairly represent the Corporate Taxpayer chooses to exercise its right interests of early termination under each TRA Party and shall timely raise and pursue, in accordance with this Section 4.1 above in connection with a Change of Control or Subsequent IPO4.2, any reference reasonable objection to 30 calendar days an Early Termination Schedule or amendment thereto timely communicated in Section 4.2(a) above shall instead be deemed writing to be 10 calendar daysthe TRA Party Representative by a TRA Party.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity Agent has received such Schedule or amendment thereto unless (x) the ITR Entity Agent, within thirty (i30) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer and each other Agent with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date a waiver from the waiver is Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and Agent, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Agent shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change 7.10 or Resolution of Control or Subsequent IPODisputes procedures under Section 7.9, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daysas applicable.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity Agent has received such Schedule or amendment thereto unless (x) the ITR Entity Agent, within thirty (i30) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date a waiver from the waiver is Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the Agent, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Agent shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change 7.10 or Resolution of Control or Subsequent IPODisputes Procedures under Section 7.9, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daysas applicable.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO4.01(a) above, the Corporate Taxpayer shall deliver to the ITR Entity TRA Party Representative notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right under either clause (i) or (ii) thereof and showing in reasonable detail the calculation of the Early Termination Payment Payment(s) due for the ITR Entityeach relevant TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has TRA Party Representative is treated as having received such Schedule or amendment thereto under Section 7.01 unless the ITR Entity TRA Party Representative (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) Section 4.02 above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the partiesCorporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) calendar days after the conclusion of the Reconciliation Procedures. (b) If . The TRA Party Representative will fairly represent the Corporate Taxpayer chooses to exercise its right interests of early termination under each TRA Party and shall timely raise and pursue, in accordance with this Section 4.1 above in connection with a Change of Control or Subsequent IPO4.02, any reference reasonable objection to 30 calendar days an Early Termination Schedule or amendment thereto timely communicated in Section 4.2(a) above shall instead be deemed writing to be 10 calendar daysthe TRA Party Representative by a TRA Party.

Early Termination Notice. (a) If (i) the Corporate Taxpayer Corporation chooses to exercise its termination right of early termination under Section 4.1 above other than in connection with 4.1(a) (“Voluntary Early Termination”), (ii) a Change of Control has or Subsequent IPOis reasonably expected to occur or (iii) a Material Breach occurs, the Corporate Taxpayer shall Corporation shall, in each case, deliver to the ITR Entity TRA Representatives a reasonably detailed notice of such intention the Corporation’s decision to exercise such right or the occurrence of such event, as applicable (an “Early Termination Notice”). In the case of an Early Termination Notice delivered with respect to a Voluntary Early Termination, the Corporation may withdraw such Early Termination Notice and rescind its Voluntary Early Termination at any time prior to the time at which any Early Termination Payment is paid. (b) and The Corporation shall deliver a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (an “Early Termination Schedule”) (i) simultaneously with the ITR Entitydelivery of an Early Termination Notice or (ii) in the case of a termination pursuant to Section 4.1(b) or Section 4.1(c), as soon as reasonably practicable following the occurrence of the Change of Control or Material Breach giving rise to such termination. The date on which such Early Termination Schedule becomes final in accordance with Section 2.4(a) shall be the “Early Termination Reference Date”. The applicable Early Termination Schedule shall become final and binding on all parties 30 calendar days from the first date on which the ITR Entity has received such Schedule or amendment thereto unless the ITR Entity TRA Representatives, within thirty (i30) within 30 calendar days after receiving the Early Termination ScheduleSchedule thereto, provides the Corporate Taxpayer Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the Material Objection Notice, the Corporate Taxpayer Corporation and the ITR Entity TRA Representatives shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days Procedures as described in Section 4.2(a) above shall instead be deemed to be 10 calendar days7.9 of this Agreement.

Early Termination Notice. (a) If the Corporate Taxpayer chooses choose to exercise its right of early termination under in accordance with Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to each TRA Party and the ITR Entity TRA Party Representative written notice of such intention decision to exercise such right (an “Early Termination Notice”) and a schedule (the an “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention decision to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment Payment(s) due for the ITR Entityeach TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has received all TRA Parties have been given such Schedule or amendment thereto under Section 7.1 unless the ITR Entity TRA Party Representative (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides such date gives the Corporate Taxpayer with written notice of a material objection to such Schedule made in good faith (a “Material Objection Notice”) or (ii) provides a written waiver of such its right of to give a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the such waiver is received given by the TRA Party Representative to the Corporate Taxpayer. If the Corporate Taxpayer (and the “Early Termination Effective Date”). If the partiesTRA Party Representative, for any reasonafter negotiating in good faith, are unable to successfully resolve the issues raised in such notice Material Objection Notice within 30 thirty (30) calendar days after receipt by the TRA Party Representative gives the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity TRA Party Representative shall employ the Reconciliation Procedures. (b) If Procedures in which case such Schedule shall become binding in accordance with Section 7.9. The TRA Party Representative will represent the Corporate Taxpayer chooses to exercise its right interests of early termination under each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.1 above in connection with a Change of Control or Subsequent IPO4.2, any reference objection to 30 calendar days an Early Termination Schedule timely given in Section 4.2(a) above shall instead be deemed writing to be 10 calendar daysthe TRA Party Representative by a TRA Party.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity each Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by any Agent. In addition, the Corporate Taxpayer shall allow each Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has all Agents have received such Schedule or amendment thereto unless the ITR Entity (ix) any Agent, within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer and each other Agent with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) each Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date the waiver is waivers from all Agents have been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the Agents, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Agents shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change 7.10 or Resolution of Control or Subsequent IPODisputes Procedures under Section 7.9, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daysas applicable.

Early Termination Notice. (a) If the Corporate Taxpayer Corporation chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer Corporation shall deliver to the ITR Entity Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or a Breach described in Section 4.3(a), the Corporation shall deliver to the Agent (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for and the ITR Entityamount due to each TRA Holder (the “Early Termination Schedule”), (ii) any other work papers reasonably requested by the Agent. In addition, the Corporation shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporation in connection with a review of such Early Termination Schedule, and (iii) a Corporation Letter supporting such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity Agent has received such Schedule or amendment thereto unless (x) the ITR Entity Agent, within thirty (i30) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date a waiver from the waiver is Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”)Corporation. If the partiesCorporation and Agent, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the Material Objection Notice, the Corporate Taxpayer Corporation and the ITR Entity Agent shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days7.9.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity Agent has received such Schedule or amendment thereto unless (x) the ITR Entity Agent, within thirty (i30) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer and each other Agent with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date a waiver from the waiver is Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and Agent, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Agent shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change 7.10 or Resolution of Control or Subsequent IPODisputes procedures under Section 7.9, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daysas applicable.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity TRA Holders notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers reasonably requested by the TRA Holders. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has TRA Holders have received such Schedule or amendment thereto unless (x) the ITR Entity (i) within 30 calendar days after receiving the Early Termination Schedule, TRA Party Representative provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) the TRA Party Representative, on behalf of the TRA Holders, provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date waivers from the waiver is TRA Holders have been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity TRA Party Representative, on behalf of the TRA Holders, shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change 7.10 or Resolution of Control or Subsequent IPODisputes procedures under Section 7.9, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daysas applicable.

Early Termination Notice. (a) If the Corporate Taxpayer Corporation chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control respect to one or Subsequent IPOmore TRA Members, then the Corporate Taxpayer Corporation shall deliver to the ITR Entity each applicable TRA Member written notice of such intention to exercise such right (an “Early Termination Notice”) and a schedule (the an “Early Termination Schedule”) specifying the Corporate TaxpayerCorporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for such TRA Member. As of the ITR Entity. The date thirty (30) calendar days after the date on which an Early Termination Notice and an Early Termination Schedule is delivered to a TRA Member, such Early Termination Notice and Early Termination Schedule shall become final and binding on such TRA Member (and on the Corporation as to that TRA Member, but subject to the Corporation’s ability to withdraw such Early Termination Notice in the manner described in Section 4.1) unless such TRA Member (or, in the case of an early termination for all parties 30 calendar days from TRA Members pursuant to Section 4.1(a), unless holders of a majority of the first date then TRA Deemed Units, on which the ITR Entity has received such Schedule or amendment thereto unless the ITR Entity behalf of all TRA Members) (iin either case, “TRA Objecting Members”), within thirty (30) within 30 calendar days after receiving the Corporation delivers such Early Termination ScheduleNotice and Early Termination Schedule to such TRA Members, provides the Corporate Taxpayer Corporation with written notice of a material objection to such Early Termination Schedule made in good faith by such TRA Objecting Members (a “Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporation and such TRA Objecting Members, for any reason, are unable to successfully resolve the issues raised by such TRA Objecting Members in such notice Material Objection Notice within 30 thirty (30) calendar days after of receipt by the Corporate Taxpayer Corporation of the such Material Objection Notice, the Corporate Taxpayer Corporation and the ITR Entity such TRA Objecting Members shall employ the Reconciliation ProceduresProcedures in order to resolve such issues. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer Corporation chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer Corporation shall deliver to the ITR Entity Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporation shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers reasonably requested by the Agent. In addition, the Corporation shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporation in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity Agent has received such Schedule or amendment thereto unless (x) the ITR Entity Agent, within thirty (i30) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date a waiver from the waiver is Agent has been received by the Corporate Taxpayer Corporation (the “Early Termination Effective Date”). If the partiesCorporation and Agent, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the Material Objection Notice, the Corporate Taxpayer Corporation and the ITR Entity Agent shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days7.9.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination with respect to a Stockholder under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO4.01(b) above, the Corporate Taxpayer shall deliver to the ITR Entity Stockholders Representative, on behalf of such Stockholder, notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR Entitysuch Stockholder. The Early Termination Schedule shall become final and binding on all parties a Stockholder 30 calendar days from the first date on which the ITR Entity Stockholders Representative has received such Schedule or amendment thereto unless the ITR Entity Stockholders Representative (i) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such 30 calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the Stockholders Representative, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Stockholders Representative shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity each Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by any Agent. In addition, the Corporate Taxpayer shall allow each Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has all Agents have received such Schedule or amendment thereto unless the ITR Entity (ix) any Agent, within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer and each other Agent with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) each Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date the waiver is waivers from all Agents have been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the Agents, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Agents shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change 7.10 or Resolution of Control or Subsequent IPODisputes Procedures under Section 7.9, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daysas applicable.

Early Termination Notice. (a) If the Corporate Taxpayer Corporation chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO4.1(a), the Corporate Taxpayer Corporation shall deliver to the ITR Entity TRA Party Representative notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate TaxpayerCorporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR EntityPayment. The Early Termination Schedule shall become final and binding on all parties 30 the Corporation and the TRA Parties thirty (30) calendar days from after the first date on which the ITR Entity has received TRA Party Representative receives such Early Termination Schedule or amendment thereto a corresponding Amended Schedule unless the ITR Entity TRA Party Representative (i) within 30 thirty (30) calendar days after receiving the such Early Termination Schedule or Amended Schedule, provides the Corporate Taxpayer Corporation with notice of a material objection to such Early Termination Schedule made in good faith or Amended Schedule (“Material Objection Notice”) made in good faith or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule or Amended Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer Corporation (such thirty (30)-calendar day date as modified, if at all, by clause (i) or (ii), the “Early Termination Effective Date”). If the partiesCorporation and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice Material Objection Notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the such Material Objection Notice, the Corporate Taxpayer Corporation and the ITR Entity TRA Party Representative shall employ the Reconciliation Procedures. , in which case such Early Termination Schedule or Amended Schedule shall become final and binding ten (b10) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daysafter the conclusion of the Reconciliation Procedures.

Early Termination Notice. (a) If the Corporate Taxpayer Corporation chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO4.1, the Corporate Taxpayer Corporation shall deliver to the ITR Entity Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporation shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers reasonably requested by the Agent. In addition, the Corporation shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporation in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity Agent has received such Schedule or amendment thereto unless (x) the ITR Entity Agent, within thirty (i30) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Corporation and each other Agent with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date a waiver from the waiver is Agent has been received by the Corporate Taxpayer Corporation (the “Early Termination Effective Date”). If the partiesCorporation and Agent, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the Material Objection Notice, the Corporate Taxpayer Corporation and the ITR Entity Agent shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days7.9.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity each TRA Party with respect to whom such right of early termination is being exercised notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR EntityPayment(s) due to each such TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from after the first date on which the ITR Entity TRA Party has received such Schedule or amendment thereto unless the ITR Entity such TRA Party (i) within 30 thirty (30) calendar days after receiving the Early Termination ScheduleSchedule or any amendment thereto, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all by clauses (i) or (ii), the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and a TRA Party, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity such TRA Party shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) days after the conclusion of the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO4.1, the Corporate Taxpayer shall deliver to the ITR Entity Stockholder Representative, notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR Entityeach Stockholder. The Early Termination Schedule shall will become final and binding on all parties 30 with respect to the Stockholder Representative and each Stockholder thirty (30) calendar days from the first date on which the ITR Entity has received Corporate Taxpayer sent the Stockholder Representative such Early Termination Schedule unless (a) the Stockholder Representative within thirty (30) calendar days after the date the Corporate Taxpayer sent such Schedule or amendment thereto unless the ITR Entity (i) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection an Objection Notice with respect to such Early Termination Schedule made in good faith (“Material Objection Notice”) or (iib) the Stockholder Representative provides a written waiver of such the right of a Material to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (ia) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the partiesCorporate Taxpayer and the Stockholder Representative, for any reason, are unable to successfully resolve the issues raised in such notice Objection Notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Stockholder Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final with respect to all Stockholders in accordance with this Section 4.2 shall be the “Early Termination Effective Date”. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity each Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (a) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (b) any other work papers related to the calculation of the Early Termination Payment reasonably requested by any Agent. In addition, the Corporate Taxpayer shall allow each Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has all Agents have received such Schedule or amendment thereto unless the ITR Entity (ix) any Agent, within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer and each other Agent with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) each Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date the waiver is waivers from all Agents have been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the relevant Agent, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity such Agent shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change 7.10 or Resolution of Control or Subsequent IPODisputes procedures under Section 7.9, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daysas applicable.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity Agents notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers reasonably requested by any Agent. In addition, the Corporate Taxpayer shall allow the Agents reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has Agents have received such Schedule or amendment thereto unless the ITR Entity (ix) any Agent, within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer and each other Agent with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) each Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date the a waiver is from each Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and Agents, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Agents shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change 7.10 or Resolution of Control or Subsequent IPODisputes procedures under Section 7.9, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daysas applicable.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity each TRA Party notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR EntityPayment(s) due such TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 calendar days from the first date on which the ITR Entity TRA Party has received such Schedule or amendment thereto unless the ITR Entity TRA Party (i) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the TRA Party are, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity objecting TRA Party shall employ the Reconciliation Procedures. (b. All Early Termination Schedules affected by any changes resulting from a Material Objection Notice shall be updated and the Early Termination Payment(s) If due in respect thereof shall be recalculated by the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daystake into account such changes.

Early Termination Notice. (a) If the Corporate Taxpayer Parent Corporation chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer Parent Corporation shall deliver to the ITR Entity Agent notice of such intention to exercise such right (the “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for Payment; provided, that in the ITR Entitycase of an Early Termination to which the last sentence of the definition of “Valuation Assumptions” applies, the Parent Corporation shall be required to consult with Agent in preparing the Early Termination Schedule in accordance with the last sentence of the definition of “Valuation Assumptions” prior to delivering such schedule to Agent pursuant to the first part of this sentence. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity Agent has received such Schedule or amendment thereto unless the ITR Entity Agent (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Parent Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer Parent Corporation (the “Early Termination Effective Date”). If the partiesParent Corporation and Agent, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer Parent Corporation of the Material Objection Notice, the Corporate Taxpayer Parent Corporation and the ITR Entity Agent shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOControl, the Corporate Taxpayer shall deliver to the ITR Entity Change Shareholder Representatives notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR EntityChange Shareholder Representatives. The Early Termination Schedule shall become final and binding on all parties 30 calendar days from the first date on which the ITR Entity Change Shareholder Representatives has received such Schedule or amendment thereto unless the ITR Entity Change Shareholder Representatives (i) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all by clauses (i) or (ii), the “Early Termination Effective Date”). If the parties, Table of Contents for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Change Shareholder Representatives shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) days after the conclusion of the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer Company chooses to exercise its right of early termination under Section 4.1 above 4.01 above, other than in connection with a Change of Control or Subsequent IPOControl, the Corporate Taxpayer Company shall deliver to the ITR Entity each TRA Party notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate TaxpayerCompany’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment due for the ITR Entityeach TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from after the first date on which the ITR Entity TRA Party has received such Schedule or amendment thereto unless the ITR Entity MCK Representative (ia) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Company with notice of a material objection to such Schedule made in Table of Contents good faith (“Material Objection Notice”) or (iib) provides a written waiver of such right of a Material Objection Notice within the period described in clause (ia) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer Company (such thirty (30) calendar day date as modified, if at all by clauses (a) or (b), the “Early Termination Effective Date”). If the partiesCompany and the MCK Representative, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer Company of the Material Objection Notice, the Corporate Taxpayer Company and the ITR Entity MCK Representative shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) days after the conclusion of the Reconciliation Procedures. (b) If the Corporate Taxpayer Company chooses to exercise its right of early termination under Section 4.1 4.01 above in connection with a Change of Control or Subsequent IPOControl, any reference to 30 calendar days in Section 4.2(a) 4.02 above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity each TRA Party with respect to whom such right of early termination is being exercised notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR EntityPayment(s) due to each such TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 calendar days from after the first date on which the ITR Entity TRA Party has received such Schedule or amendment thereto unless the ITR Entity such TRA Party (i) within 30 calendar days after receiving the Early Termination ScheduleSchedule or any amendment thereto, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such 30 calendar day date as modified, if at all by clauses (i) or (ii), the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and a TRA Party, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity such TRA Party shall employ the Reconciliation Procedures in which case such Schedule becomes binding 10 days after the conclusion of the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity Agent has received such Schedule or amendment thereto unless (x) the ITR Entity Agent, within thirty (i30) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date the waiver is from the Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.Termination

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO, the Corporate Taxpayer shall deliver to the ITR Entity Equity Plan Member notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR EntityEquity Plan Member. The Early Termination Schedule shall become final and binding on all parties 30 calendar days from the first date on which the ITR Entity Equity Plan Member has received such Schedule or amendment thereto unless the ITR Entity Equity Plan Member (i) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Equity Plan Member shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity each TRA Party notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment Payment(s) due for the ITR Entityeach TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from after the first date on which the ITR Entity TRA Party has received such Schedule or amendment thereto unless unless, in the ITR Entity case of a DC Capital Party, such DC Capital Party (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all by clauses (i) or (ii), the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the DC Capital Party, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity objecting DC Capital Party shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) days after the conclusion of the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under in accordance with Section 4.1 above other than in connection with a Change of Control or Subsequent IPO4.1(a) above, the Corporate Taxpayer shall deliver to each TRA Party a notice (the ITR Entity notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment Payment(s) due for the ITR Entityeach TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has all TRA Parties are treated as having received such Schedule or amendment thereto unless under Section 7.1 unless, prior to such thirtieth calendar day, the ITR Entity TRA Party Representative (ia) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with written notice of a material objection to such Schedule made in good faith and setting forth in reasonable detail the basis for such objection (“Material Objection Notice”) or (iib) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) aboveNotice, in which case such Schedule becomes will become binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity TRA Party Representative shall employ the Reconciliation ProceduresProcedures in which case such Schedule shall become binding in accordance with Section 7.9. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity Agent notice of such intention to exercise such right (the “Early Termination Notice”) and together with a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for in a manner consistent with the ITR Entitydefinition of such term and an Advisory Firm Letter supporting such calculation. The Corporate Taxpayer shall provide the Agent and its representatives with reasonable access to the appropriate representatives of the Corporate Taxpayer, Rosehill LLC and the Advisory Firm in connection with its review of such calculation. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity Agent has received such Schedule or amendment thereto unless unless(i) the ITR Entity Agent, within thirty (i30) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material an objection to such Schedule made in good faith (“Material Early Termination Objection Notice”) or (ii) the Agent provides a written waiver of such right of a Material an Early Termination Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date a waiver from the waiver is Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and Agent, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Early Termination Objection Notice, the Corporate Taxpayer and the ITR Entity Agent shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change 7.10 or Resolution of Control or Subsequent IPODisputes procedures under Section 7.9, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daysas applicable.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity each TRA Party and each Sponsor Party notice of such intention to exercise such right (“Early Termination Notice”) and and, for TRA Parties that are not individuals, a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment Payment(s) due for the ITR Entityeach TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has all TRA Parties and Interested Parties are treated as having received such Schedule or amendment thereto under Section 7.1 unless the ITR Entity TRA Party Representative or the Sponsor Party Representative (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the partiesCorporate Taxpayer and the TRA Party Representative and/or the Sponsor Party Representative, as applicable, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity TRA Party Representative and/or the Sponsor Party Representative, as applicable, shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) calendar days after the conclusion of the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination with respect to the Holders under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO4.01(b) above, the Corporate Taxpayer shall deliver to the ITR Entity Sponsors, on behalf of the Holders, notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for each of the ITR EntityHolders. The Early Termination Schedule shall become final and binding on all parties a Holder 30 calendar days from the first date on which the ITR Entity Sponsors has received such Schedule or amendment thereto unless the ITR Entity (i) within 30 calendar days after receiving the Early Termination Schedule, either of the Sponsors provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides if both of the Sponsors provide a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such 30 calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and each of the Sponsors, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Sponsors shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer Corporation chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO4.1, the Corporate Taxpayer Corporation shall deliver to the ITR Entity Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporation shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers reasonably requested by the Agent. In addition, the Corporation shall allow the Agent and the reasonable access at no cost to the appropriate representatives of the Corporation in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has Agent and have received such Schedule or amendment thereto unless (x) the ITR Entity Agent, within thirty (i30) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date a waiver from the waiver is Agent has been received by the Corporate Taxpayer Corporation (the date on which the Early Termination Schedule becomes final and binding hereunder, the “Early Termination Effective Date”). If the partiesCorporation and Agent, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the Material Objection Notice, the Corporate Taxpayer Corporation and the ITR Entity Agent shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days7.9.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPO4.01(b) above, the Corporate Taxpayer shall deliver to the ITR Entity TRA Party Representative notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR EntityPayment. The Early Termination Schedule shall become final and binding on all parties 30 the TRA Parties thirty (30) calendar days from the first date on which the ITR Entity TRA Party Representative has received such Schedule or amendment thereto unless the ITR Entity TRA Party Representative (i) within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity TRA Party Representative shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity each Information Party notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers reasonably requested by each Information Party. In addition, the Corporate Taxpayer shall allow each Information Party reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity has all Information Parties have received such Schedule or amendment thereto unless the ITR Entity (ix) any Information Party, within 30 thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer and each other Information Party with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) each Information Party provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date the waiver is waivers from all Information Parties have been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the Information Parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Information Parties shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change 7.10 or Resolution of Control or Subsequent IPODisputes procedures under Section 7.9, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daysas applicable.

Early Termination Notice. (a) If the Corporate Taxpayer PubCo chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer PubCo shall deliver to the ITR Entity each TRA Party with respect to whom such right of early termination is being exercised notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate TaxpayerPubCo’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for the ITR EntityPayment(s) due to each such TRA Party. The Each Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from after the first date on which the ITR Entity TRA Party has received such Schedule or amendment thereto unless the ITR Entity such TRA Party (i) within 30 thirty (30) calendar days after receiving the Early Termination ScheduleSchedule or any amendment thereto, provides the Corporate Taxpayer PubCo with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer PubCo (such thirty (30) calendar day date as modified, if at all by clauses (i) or (ii), the “Early Termination Effective Date”). If the partiesPubCo and a TRA Party, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer PubCo of the Material Objection Notice, the Corporate Taxpayer PubCo and the ITR Entity such TRA Party shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) days after the conclusion of the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above in connection with a Change of Control or Subsequent IPO, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar days.

Early Termination Notice. (a) If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above other than in connection with a Change of Control or Subsequent IPOabove, the Corporate Taxpayer shall deliver to the ITR Entity Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for (the ITR Entity“Early Termination Schedule”) and (ii) any other work papers reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties 30 thirty (30) calendar days from the first date on which the ITR Entity Agent has received such Schedule or amendment thereto unless (x) the ITR Entity Agent, within thirty (i30) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule becomes binding on the date the waiver is has been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the partiesCorporate Taxpayer and the Agent, for any reason, are unable to successfully resolve the issues raised in such notice within 30 thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the ITR Entity Agent shall employ the Reconciliation Procedures. (b) If the Corporate Taxpayer chooses to exercise its right of early termination Procedures under Section 4.1 above in connection with a Change 7.10 or Resolution of Control or Subsequent IPODisputes procedures under Section 7.9, any reference to 30 calendar days in Section 4.2(a) above shall instead be deemed to be 10 calendar daysas applicable.