Common use of Early Termination Notice Clause in Contracts

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

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

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 4.01(b) above, the Corporate Taxpayer shall deliver to each TRA Party written Member notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to each TRA PartyPayment for such Member, including that portion of the Early 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. Each The Early Termination Schedule shall become final and binding on all parties thirty (30) such Member 30 calendar days from the first date on which all TRA Parties have been given such Member has received such Schedule or amendment thereto under Section 7.1, unless the TRA Party Representative such Member (i) within thirty (30) 30 calendar days after such date gives receiving the Early Termination Schedule, provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate TaxpayerTaxpayer (such 30 calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and the TRA Party Representativesuch Member, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative such Member shall employ the Reconciliation Procedures in which case such Schedule shall become binding in accordance with Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyProcedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above4.1, the Corporate Taxpayer shall deliver to each TRA Party written the Holders’ Representative notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to Payment for each TRA PartyHolder. Each The Early Termination Schedule shall will become final and binding on all parties with respect to the Holders’ Representative and each Holder and its Affiliates thirty (30) calendar days from the first date on which all TRA Parties have been given the Corporate Taxpayer sent the Holders’ Representative such Early Termination Schedule or amendment thereto under Section 7.1, unless (a) the TRA Party Holders’ Representative (i) within thirty (30) calendar days after such the date gives the Corporate Taxpayer written notice of a material objection sent such Schedule or amendment thereto provides the Corporate Taxpayer with 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 its the right to give a Material 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 shall become or amendment thereto becomes binding on the date such the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Holders’ Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Holders’ Representative shall employ the Reconciliation Procedures in which case such Schedule shall become binding in accordance with Section 7.9Procedures. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, date on which every Early Termination Schedule under this Agreement becomes final with respect to all Holders in accordance with this Section 4.2, any objection to an 4.2 shall be the “Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyEffective Date”.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party written notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to for each TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties have been given are treated as having received such Schedule or amendment thereto under Section 7.1, 7.1 unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9ten (10) calendar days after the conclusion of 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 4.2, any reasonable objection to an Early Termination Schedule or amendment thereto timely given communicated in writing to the TRA Party Representative by a TRA Party.

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

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

Early Termination Notice. If the Corporate Taxpayer Group chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer Group shall deliver to each TRA Party written Agent notice of such decision 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 decision to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(sPayment (the “Early Termination Schedule”) due and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by any Agent, in each TRA Partycase, as soon as reasonably practicable following the occurrence of such event or delivery of the Early Termination Notice, as applicable. Each 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 thirty (30) calendar days from the first date on which all TRA Parties Agents have been given received such Schedule or amendment thereto under Section 7.1unless (x) any Agent, unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives receiving the Early Termination Schedule, provides the Corporate Taxpayer written 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 its such right to give of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule shall become becomes binding on the date such waiver is waivers from all Agents have been received by the Corporate TaxpayerTaxpayer Group (the “Early Termination Effective Date”). If the Corporate Taxpayer Group and the TRA Party RepresentativeAgents, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Group of the Material Objection Notice, the Corporate Taxpayer Group and the TRA Party Representative Agents shall employ the Reconciliation Procedures in which case such Schedule shall become binding in accordance with under Section 7.10 or Resolution of Disputes Procedures under Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA Partyas applicable.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 4.1(a) above, the Corporate Taxpayer shall deliver to each the TRA Party written Representative notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right under either clause (i) or (ii) thereof and showing in reasonable detail the calculation of the Early Termination Payment(s) due to for each relevant TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all the TRA Parties have been given Party Representative is treated as having received such Schedule or amendment thereto under Section 7.1, 7.1 unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9ten (10) calendar days after the conclusion of the Reconciliation Procedures. The TRA Party Representative will fairly represent the interests of each of the TRA Parties Party and shall timely raise and pursue, in accordance with this Section 4.2, any reasonable objection to an Early Termination Schedule or amendment thereto timely given communicated in writing to the TRA Party Representative by a TRA Party.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party written notice of such decision 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 decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to for each TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all applicable TRA Parties have been given are treated as having received such Schedule or amendment thereto under Section 7.1, 7.1 unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9. The TRA Party Representative will represent ten (10) calendar days after the interests of each conclusion of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyReconciliation Procedures.

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

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 4.01(a) above, the Corporate Taxpayer shall deliver to each the TRA Party written Representative notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right under either clause (i) or (ii) thereof and showing in reasonable detail the calculation of the Early Termination Payment(s) due to for each relevant TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all the TRA Parties have been given Party Representative is treated as having received such Schedule or amendment thereto under Section 7.1, 7.01 unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) Section 4.02 above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9ten (10) calendar days after the conclusion of the Reconciliation Procedures. The TRA Party Representative will fairly represent the interests of each of the TRA Parties Party and shall timely raise and pursue, in accordance with this Section 4.24.02, any reasonable objection to an Early Termination Schedule or amendment thereto timely given communicated in writing to the TRA Party Representative by a TRA Party.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party written notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to for each TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties have been given are treated as having received such Schedule or amendment thereto under Section 7.1, 7.1 unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives provides the Corporate Taxpayer written 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 its such right to give of a Material Early Termination Schedule Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Early Termination Schedule Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures Procedures, in which case such Schedule shall become becomes binding in accordance with Section 7.9ten (10) days after the conclusion of 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 4.2, any reasonable objection to an Early Termination Schedule or amendment thereto timely given communicated in writing to the TRA Party Representative by a TRA Party.

Early Termination Notice. If the Corporate Taxpayer Corporation chooses to exercise its right of early termination in accordance with under Section 4.1 above4.1, the Corporate Taxpayer Corporation shall deliver to each TRA Party written the Agent and the Onex Representative notice of such decision 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 decision to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(sPayment (the “Early Termination Schedule”) due and (ii) any other work papers reasonably requested by the Agent or the Onex Representative. In addition, the Corporation shall allow the Agent and the Onex Representative reasonable access at no cost to each TRA Partythe appropriate representatives of the Corporation in connection with a review of such Early Termination Schedule. Each The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties the Agent and the Onex Representative have been given received such Schedule or amendment thereto under Section 7.1unless (x) the Agent or the Onex Representative, unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives receiving the Corporate Taxpayer written Early Termination Schedule, provides the Corporation and each other (i.e, the Onex Representative and the Agent, respectively) with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iiy) the Agent and the Onex Representative each provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule shall become becomes binding on the date such a waiver is from each of the Agent and the Onex Representative has been received by the Corporate TaxpayerCorporation (the date on which the Early Termination Schedule becomes final and binding hereunder, the “Early Termination Effective Date”). If the Corporate Taxpayer Corporation and Agent and/or the TRA Party Onex Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the Material Objection Notice, the Corporate Taxpayer Corporation and Agent and/or the TRA Party Onex Representative shall employ the Reconciliation Procedures in which case such Schedule shall become binding in accordance with under Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA Party.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party written notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to for each TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties have been given are treated as having received such Schedule or amendment thereto under Section 7.1, 7.1 unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9ten (10) days after the conclusion of 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 4.2, any reasonable objection to an Early Termination Schedule or amendment thereto timely given communicated in writing to the TRA Party Representative by a TRA Party.

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

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each the TRA Party written Holders notice of such decision 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 decision to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(sPayment (the “Early Termination Schedule”) due to each and (ii) any other work papers reasonably requested by the TRA PartyHolders. Each The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all the TRA Parties Holders have been given received such Schedule or amendment thereto under Section 7.1, unless (x) the TRA Party Representative (i) within thirty (30) calendar days after such date gives provides the Corporate Taxpayer written 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 its such right to give of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule shall become becomes binding on the date such waiver is waivers from the TRA Holders have been received by the Corporate TaxpayerTaxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative Representative, on behalf of the TRA Holders, shall employ the Reconciliation Procedures in which case such Schedule shall become binding in accordance with under Section 7.10 or Resolution of Disputes procedures under Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA Partyas applicable.

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

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

Early Termination Notice. If the Corporate Taxpayer PubCo chooses to exercise its right of early termination in accordance with under Section 4.1 4.1(a) above, the Corporate Taxpayer PubCo shall deliver to each the TRA Party written Representative notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due for each relevant TRA Party. Concurrently with the delivery of the Early Termination Notice and the Early Termination Schedule pursuant to the preceding sentence, Pubco shall deliver to each TRA Party a copy of the Early Termination Notice and such portion of the Early Termination Schedule that relates to such TRA Party. Each The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all the TRA Parties have been given Party Representative is treated as having received such Schedule or amendment thereto under Section 7.1, 7.1 unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives the Corporate Taxpayer written provides PubCo with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate TaxpayerPubCo. If the Corporate Taxpayer PubCo and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer PubCo of the Material Objection Notice, the Corporate Taxpayer PubCo and the TRA Party Representative shall employ the Reconciliation Procedures set forth in Section 7.9 in which case such Schedule shall become becomes binding in accordance with Section 7.9. The TRA Party Representative will represent ten (10) calendar days after the interests of each conclusion of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyReconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above4.1, the Corporate Taxpayer shall deliver to each TRA Party written the Stockholder Representative, notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to Payment for each TRA PartyStockholder. Each The Early Termination Schedule shall will become final and binding on all parties with respect to the Stockholder Representative and each Stockholder thirty (30) calendar days from the first date on which all TRA Parties have been given the Corporate Taxpayer sent the Stockholder Representative such Early Termination Schedule or amendment thereto under Section 7.1, unless (a) the TRA Party Stockholder Representative (i) within thirty (30) calendar days after such the date gives the Corporate Taxpayer written notice of a material objection sent such Schedule or amendment thereto provides the Corporate Taxpayer with 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 its the right to give a Material 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 shall become or amendment thereto becomes binding on the date such the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Stockholder Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Stockholder Representative shall employ the Reconciliation Procedures in which case such Schedule shall become binding in accordance with Section 7.9Procedures. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, date on which every Early Termination Schedule under this Agreement becomes final with respect to all Stockholders in accordance with this Section 4.2, any objection to an 4.2 shall be the “Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyEffective Date”.

Early Termination Notice. If the Corporate Taxpayer Corporation chooses to exercise its right of early termination in accordance with under Section 4.1 aboveabove with respect to one or more TRA Members, then the Corporate Taxpayer Corporation shall deliver to each applicable TRA Party Member written notice of such decision intention to exercise such right (an “Early Termination Notice”) and a schedule (the an “Early Termination Schedule”) specifying the Corporate TaxpayerCorporation’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(sPayment for such TRA Member. As of the date thirty (30) due calendar days after the date on which an Early Termination Notice and an Early Termination Schedule is delivered to each a TRA Party. Each Member, such Early Termination Notice and Early Termination Schedule shall become final and binding on all parties thirty such TRA Member (30and 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) calendar days from unless such TRA Member (or, in the first date on which case of an early termination for all TRA Parties have been given such Schedule or amendment thereto under Members pursuant to Section 7.14.1(a), unless holders of a majority of the then TRA Party Representative Deemed Units, on behalf of all TRA Members) (i) in either case, “TRA Objecting Members”), within thirty (30) calendar days after the Corporation delivers such date gives Early Termination Notice 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 its right to give a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become binding on the date such waiver is received by the Corporate Taxpayer). If the Corporate Taxpayer Corporation and the such TRA Party RepresentativeObjecting Members, for any reason, are unable to successfully resolve the issues raised by such TRA Objecting Members in such Material Objection Notice within thirty (30) calendar days after of receipt by the Corporate Taxpayer Corporation of the such Material Objection Notice, the Corporate Taxpayer Corporation and the such TRA Party Representative Objecting Members shall employ the Reconciliation Procedures in which case order to resolve such Schedule shall become binding in accordance with Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA Partyissues.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party written notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to each such TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) 30 calendar days from the first date on which all the TRA Parties have been given Party has received such Schedule or amendment thereto under Section 7.1, unless the TRA Party Representative (i) within thirty (30) 30 calendar days after such date gives receiving the Early Termination Schedule, provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate TaxpayerTaxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer and the TRA Party Representativeare, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the objecting TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become binding in accordance with Section 7.9Procedures. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an All Early Termination Schedule or amendment thereto timely given Schedules affected by any changes resulting from a Material Objection Notice shall be updated and the Early Termination Payment(s) due in writing respect thereof shall be recalculated by the Corporate Taxpayer to the TRA Party Representative by a TRA Partytake into account such changes.

Early Termination Notice. If the Corporate Taxpayer Corporation chooses to exercise its right of early termination in accordance with under Section 4.1 4.1(a) above, the Corporate Taxpayer Corporation shall deliver to each the TRA Party written Representative notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate TaxpayerCorporation’s decision intention to exercise such right under either clause (i) or (ii) thereof and showing in reasonable detail the calculation of the Early Termination Payment(s) due to each TRA PartyPayment due. Each An Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all the TRA Parties have been given Party Representative receives such Schedule or amendment thereto under Section 7.1, any Amended Schedule unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives provides the Corporate Taxpayer written Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate TaxpayerCorporation. If the Corporate Taxpayer Corporation and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the Material Objection Notice, the Corporate Taxpayer Corporation and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9. The TRA Party Representative will represent ten (10) calendar days after the interests of each conclusion of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyReconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party written notice of such decision 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 decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to for each TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all applicable TRA Parties have been given are treated as having received such Schedule or amendment thereto under Section 7.1, 7.1 unless the any TRA Party Representative (i) within thirty (30) calendar days after such date gives provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate Taxpayer. For these purposes, a Material Objection Notice shall not include any item contained on a Schedule that was resolved pursuant to a prior Objection Notice or where a written waiver or no timely Objection Notice was provided. If the Corporate Taxpayer and the relevant TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the relevant TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9. The TRA Party Representative will represent ten (10) calendar days after the interests of each conclusion of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyReconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party written with respect to whom such right of early termination is being exercised notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to each such TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from after the first date on which all the TRA Parties have been given Party has received such Schedule or amendment thereto under Section 7.1, unless the such TRA Party Representative (i) within thirty (30) calendar days after such date gives receiving the Early Termination Schedule or any amendment thereto, provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate TaxpayerTaxpayer (such thirty (30) calendar day date as modified, if at all by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and the a TRA Party RepresentativeParty, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the such TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9. The TRA Party Representative will represent ten (10) days after the interests of each conclusion of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyReconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each the TRA Party written Representative notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to for each TRA Party. Concurrently with the delivery of the Early Termination Notice and the Early Termination Schedule to the TRA Party Representative pursuant to this Section 4.2, the Corporate Taxpayer shall deliver to the Onex Representative an Early Termination Notice and such portion of the Early Termination Schedule that relates to the Onex Parties. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all the TRA Parties have been given Party Representative is treated as having received such Schedule or amendment thereto under Section 7.1, 7.1 unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9. The TRA Party Representative will represent ten (10) calendar days after the interests of each conclusion of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyReconciliation Procedures.

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

Early Termination Notice. If the Corporate Taxpayer Corporation chooses to exercise its right of early termination in accordance with under Section 4.1 above4.1(a), the Corporate Taxpayer Corporation shall deliver to each the TRA Party written Representative notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate TaxpayerCorporation’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to each TRA PartyPayment. Each The Early Termination Schedule shall become final and binding on all parties the Corporation and the TRA Parties thirty (30) calendar days from after the first date on which all TRA Parties have been given Party Representative receives such Early Termination Schedule or amendment thereto under Section 7.1, a corresponding Amended Schedule unless the TRA Party Representative (i) within thirty (30) calendar days after receiving such date gives Early Termination Schedule or Amended Schedule, provides the Corporate Taxpayer written 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 its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule shall become or Amended Schedule becomes binding on the date such the waiver is received by the Corporate TaxpayerCorporation (such thirty (30)-calendar day date as modified, if at all, by clause (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer Corporation and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the such Material Objection Notice, the Corporate Taxpayer Corporation and the TRA Party Representative shall employ the Reconciliation Procedures Procedures, in which case such Schedule shall become binding in accordance with Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to Amended Schedule shall become final and binding ten (10) calendar days after the TRA Party Representative by a TRA Partyconclusion of the Reconciliation Procedures.

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

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party written notice of such decision to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to for each TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties have been given are treated as having received such Schedule or amendment thereto under Section 7.17.1 unless, unless the prior to such thirtieth calendar day, a TRA Party Representative (ia) within thirty (30) calendar days after such date gives provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iib) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) aboveNotice, in which case such Schedule shall will become binding on the date such the waiver is received by the Corporate TaxpayerTaxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer and the such TRA Party RepresentativeParty, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become binding in accordance with Section 7.9. The TRA Party Representative will represent ten (10) calendar days after the interests of each conclusion of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyReconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each the TRA Party written Representative notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to for each TRA PartyParty and the TRA Bonus Amount in respect thereof. On the same date as the delivery of the Early Termination Notice and the Early Termination Schedule to the TRA Party Representative pursuant to this Section 4.2, the Corporate Taxpayer shall deliver to the Permira Representative an Early Termination Notice and such portion of the Early Termination Schedule that relates to the Permira Parties (including, for the avoidance of doubt, with respect to the WCAS XII Blocker), and the Corporate Taxpayer shall deliver to the Warburg Representative an Early Termination Notice and such portion of the Early Termination Schedule that relates to the Warburg Parties (including, for the avoidance of doubt, with respect to the WCAS XII Blocker). Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all the TRA Parties have been given Party Representative is treated as having received such Schedule or amendment thereto under Section 7.1, 7.1 unless the TRA Party Representative (ia) within thirty (30) calendar days after such date gives provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (iib) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (ia) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate Taxpayer; provided, that the TRA Party Representative shall consult in good faith with the Permira Representative regarding any objections to such Schedule by the Permira Representative to the extent related to the Permira Parties (including, for the avoidance of doubt, with respect to the WCAS XII Blocker), and with the Warburg Representative regarding any objections to such Schedule by the Warburg Representative to the extent related to the Warburg Parties (including, for the avoidance of doubt, with respect to and the WCAS XII Blocker), and shall include all reasonable material objections of the Permira Representative or the Warburg Representative in a Material Objection Notice. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9. The TRA Party Representative will represent ten (10) calendar days after the interests of each conclusion of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyReconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party written Agent notice of such decision 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 decision to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(sPayment (the “Early Termination Schedule”) due 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 TRA PartyAgent 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. Each The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties Agents have been given received such Schedule or amendment thereto under Section 7.1unless (x) any Agent, unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives receiving the Early Termination Schedule, provides the Corporate Taxpayer written 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 its such right to give of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule shall become becomes binding on the date such waiver is waivers from all Agents have been received by the Corporate TaxpayerTaxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer and the TRA Party RepresentativeAgents, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative Agents shall employ the Reconciliation Procedures in which case such Schedule shall become binding in accordance with under Section 7.10 or Resolution of Disputes Procedures under Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA Partyas applicable.

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

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 4.1(a) above, the Corporate Taxpayer shall deliver to each TRA Party written and to the TRA Party Representative notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right under either clause (i) or (ii) thereof and showing in reasonable detail the calculation of the Early Termination Payment(s) due to for each relevant TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all the TRA Parties have been given Party Representative is treated as having received such Schedule or amendment thereto under Section 7.1, 7.1 unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9. The TRA Party Representative will represent ten (10) calendar days after the interests of each conclusion of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyReconciliation Procedures.

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

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party written Agent notice of such decision 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 decision to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(sPayment (the “Early Termination Schedule”) due 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 TRA PartyAgent 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. Each The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties Agents have been given received such Schedule or amendment thereto under Section 7.1unless (x) any Agent, unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives receiving the Early Termination Schedule, provides the Corporate Taxpayer written 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 its such right to give of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule shall become becomes binding on the date such waiver is waivers from all Agents have been received by the Corporate TaxpayerTaxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer and the TRA Party Representativerelevant Agent, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative such Agent shall employ the Reconciliation Procedures in which case such Schedule shall become binding in accordance with under Section 7.10 or Resolution of Disputes procedures under Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA Partyas applicable.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 4.01(b) above, the Corporate Taxpayer shall deliver to each the TRA Party written Representative notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to each TRA PartyPayment. Each The Early Termination Schedule shall become final and binding on all parties the TRA Parties thirty (30) calendar days from the first date on which all the TRA Parties have been given Party Representative has received such Schedule or amendment thereto under Section 7.1, unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives receiving the Early Termination Schedule, provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate TaxpayerTaxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become binding in accordance with Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyProcedures.

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

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party written notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to for each TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from after the first date on which all the TRA Parties have been given Party has received such Schedule or amendment thereto under Section 7.1unless, unless in the TRA case of a DC Capital Party, such DC Capital Party Representative (i) within thirty (30) calendar days after such date gives receiving the Early Termination Schedule, provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate TaxpayerTaxpayer (such thirty (30) calendar day date as modified, if at all by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and the TRA Party RepresentativeDC Capital Party, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA objecting DC Capital Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9. The TRA Party Representative will represent ten (10) days after the interests of each conclusion of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyReconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer LC TRS I chooses to exercise its right of early termination in accordance with under Section 4.1 aboveabove with respect to one or more TRA Members, the Corporate Taxpayer then LC TRS I shall deliver to each applicable TRA Party Member written notice of such decision intention to exercise such right (an “Early Termination Notice”) and a schedule (the an “Early Termination Schedule”) specifying the Corporate TaxpayerLC TRS I’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(sPayment for such TRA Member. As of the date thirty (30) due calendar days after the date on which an Early Termination Notice and an Early Termination Schedule is delivered to each a TRA Party. Each Member, such Early Termination Notice and Early Termination Schedule shall become final and binding on all parties thirty such TRA Member (30and on LC TRS I as to that TRA Member, but subject to LC TRS I’s ability to withdraw such Early Termination Notice in the manner described in Section 4.1) calendar days from unless such TRA Member (or, in the first date on which case of an early termination for all TRA Parties have been given such Schedule or amendment thereto under Members pursuant to Section 7.14.1(a), unless holders of a majority of the then TRA Party Representative Deemed Units, on behalf of all TRA Members) (i) in either case, “TRA Objecting Members”), within thirty (30) calendar days after LC TRS I delivers such date gives the Corporate Taxpayer Early Termination Notice and Early Termination Schedule to such TRA Members, provides LC TRS I 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 its right to give a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become binding on the date such waiver is received by the Corporate Taxpayer). If the Corporate Taxpayer LC TRS I and the such TRA Party RepresentativeObjecting Members, for any reason, are unable to successfully resolve the issues raised by such TRA Objecting Members in such Material Objection Notice within thirty (30) calendar days after of receipt by the Corporate Taxpayer LC TRS I of the such Material Objection Notice, the Corporate Taxpayer LC TRS I and the such TRA Party Representative Objecting Members shall employ the Reconciliation Procedures in which case order to resolve such Schedule shall become binding in accordance with Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA Partyissues.

Early Termination Notice. If In the Corporate Taxpayer chooses to exercise its right event of early termination in accordance with Section 4.1 abovean Elective Early Termination, the Corporate Taxpayer Company shall deliver to each TRA Party written the Holders’ Representative a notice of such decision to exercise such right (the “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate TaxpayerCompany’s decision intention to exercise such right and showing in reasonable detail the its calculation of the Early Termination Payment(s) due to each TRA Party. Each Payment (the “Proposed Early Termination Schedule Payment”). At the time the Company delivers the Early Termination Notice to the Holders’ Representative, the Company shall deliver to the Holders’ Representative (i) a schedule showing, in reasonable detail, the computation of the Proposed Early Termination Payment (the “Early Termination Tax Schedule”), (ii) any work papers and valuation reports relating to the computation of the Proposed Early Termination Payment and (iii) any National Expert report with respect to such Early Termination Tax Schedule, work papers and valuation reports. The Company shall also provide the Holders’ Representative and its advisors reasonable access during normal business hours at no cost to the appropriate representatives at the Company and its Subsidiaries in connection with its review of the Early Termination Tax Schedule, work papers and reports. Within 30 calendar days after receiving such calculation, the Holders’ Representative shall notify the Company whether it agrees to or objects to the Proposed Early Termination Payment. The Proposed Early Termination Payment shall become final and binding on all the parties thirty if the Holders’ Representative agrees in writing to the value of the Proposed Early Termination Payment within such 30 day period (30) calendar days from the first date on which all TRA Parties have been given or such Schedule or amendment thereto under Section 7.1, unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives the Corporate Taxpayer written notice of a material objection to such Schedule made shorter period as may be mutually agreed in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its right to give a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become binding on the date such waiver is received writing by the Corporate Taxpayerparties). If the Corporate Taxpayer Holders’ Representative objects, and the TRA Party RepresentativeHolders’ Representative and the Company, for any reason, are unable to successfully resolve cannot agree upon the issues raised in such Material Objection Notice value of the Early Termination Payment within thirty (30) 15 calendar days after following the Company’s receipt by the Corporate Taxpayer of the Material Objection NoticeHolders’ Representative objection, the Corporate Taxpayer Company and the TRA Party Representative Holders shall employ the Reconciliation Procedures as described in which case such Schedule Section 8.13 of this Agreement. For the avoidance of doubt, the Company shall become binding in accordance with have no obligation to request early termination under Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA Party5.01.

Early Termination Notice. If the Corporate Taxpayer PubCo chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer PubCo shall deliver to each TRA Party written notice of such decision intention to exercise such right (“"Early Termination Notice”") and a schedule (the “"Early Termination Schedule”") specifying the Corporate Taxpayer’s decision PubCo's intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to for each TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties have been given are treated as having received such Schedule or amendment thereto under Section 7.1, 7.1 unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives the Corporate Taxpayer written provides PubCo with notice of a material objection to such Schedule made in good faith (“"Material Objection Notice”") or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate TaxpayerPubCo. If the Corporate Taxpayer PubCo and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer PubCo of the Material Objection Notice, the Corporate Taxpayer PubCo and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9ten (10) calendar days after the conclusion of 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 4.2, any reasonable objection to an Early Termination Schedule or amendment thereto timely given communicated in writing to the TRA Party Representative by a TRA Party.

Early Termination Notice. If the Corporate Taxpayer APAM chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer APAM shall deliver to each TRA Party written H&F Xxxxxx notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate TaxpayerAPAM’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due Payment for H&F Xxxxxx. APAM shall use its reasonable best efforts to each TRA Partydeliver an Advisory Firm Letter supporting such Early Termination Schedule. Each The Early Termination Schedule shall become final and binding on all parties each party thirty (30) calendar days from the first date on which all TRA Parties have been given H&F Xxxxxx received such Early Termination Schedule or amendment thereto under Section 7.1unless: (a) if APAM delivered an Advisory Firm Letter with respect to such Early Termination Schedule, unless the TRA Party Representative (i) H&F Xxxxxx within thirty (30) calendar days after such date gives receiving the Corporate Taxpayer written Early Termination Schedule, provides APAM with (i) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail H&F Xxxxxx’x 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, H&F Xxxxxx within thirty (30) calendar days after receiving the Early Termination Schedule, provides APAM with a Material Objection Notice; or -16- (c) H&F Xxxxxx provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause clauses (i) or (ii) above, in which case such Early Termination Schedule shall become becomes binding on the date such the waiver is received by the Corporate TaxpayerAPAM. If the Corporate Taxpayer and the TRA Party Representativeparties, for any reason, are unable to successfully resolve the issues raised in such a Material Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer APAM of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative parties shall employ the Reconciliation Procedures 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 which case clause (a) above shall be borne solely by H&F Xxxxxx and APAM shall have no liability with respect to such Schedule shall become binding in accordance with Section 7.9letter or the expense of preparing or obtaining it. The TRA Party Representative will represent date on which the interests of each of the TRA Parties and shall raise and pursue, Early Termination Schedule becomes final in accordance with this Section 4.2, any objection to an 4.2 shall be the “Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA Party.Effective Date”. Section 4.3

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party written and the Continuing Common A Owners Representative notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to for each TRA PartyParty and the Continuing Common A Owners Representative. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties have been given and the Continuing Common A Owners Representative are treated as having received such Schedule or amendment thereto under Section 7.1, 7.1 unless the TRA Party Representative or the Continuing Common A Owners Representative, as the case may be, (i) within thirty (30) calendar days after such date gives provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Representative or the Continuing Common A Owners Representative, as the case may be, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative or the Continuing Common A Owners Representative, as the case may be, shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9ten (10) days after the conclusion of the Reconciliation Procedures. The TRA Party Representative or the Continuing Common A Owners Representative, as the case may be, will fairly represent the interests of each of the TRA Parties or the Continuing Common A Owners, as the case may be, and shall timely raise and pursue, in accordance with this Section 4.2, any reasonable objection to an Early Termination Schedule or amendment thereto timely given communicated in writing to the TRA Party Representative by a TRA PartyParty or to the Continuing Common A Owners Representative by a Continuing Common A Owner, as the case may be.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 4.1(a) above, the Corporate Taxpayer shall deliver to each the TRA Party written Representative notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to Payment for each TRA Party. Each The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all the TRA Parties have been given Party Representative is treated as having received such Schedule or amendment thereto under Section 7.1, 7.1 unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9ten (10) days after the conclusion of the Reconciliation Procedures. The TRA Party Representative will fairly represent the interests of each of the TRA Parties Party and shall timely raise and pursue, in accordance with this Section 4.2, any reasonable objection to an Early Termination Schedule or amendment thereto timely given communicated in writing to the TRA Party Representative by a TRA Party. Section 4.3.

Early Termination Notice. (a) If the Corporate Taxpayer Company chooses to exercise its right of early termination in accordance with under Section 4.1 4.01 above, other than in connection with a Change of Control, the Corporate Taxpayer Company shall deliver to each TRA Party written notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate TaxpayerCompany’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) Payment due to for each TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from after the first date on which all the TRA Parties have been given Party has received such Schedule or amendment thereto under Section 7.1, unless the TRA Party MCK Representative (ia) within thirty (30) calendar days after such date gives receiving the Corporate Taxpayer written Early Termination Schedule, provides the 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 its such right to give of a Material Objection Notice within the period described in clause (ia) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate TaxpayerCompany (such thirty (30) calendar day date as modified, if at all by clauses (a) or (b), the “Early Termination Effective Date”). If the Corporate Taxpayer Company and the TRA Party MCK Representative, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Company of the Material Objection Notice, the Corporate Taxpayer Company and the TRA Party MCK Representative shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9. The TRA Party Representative will represent ten (10) days after the interests of each conclusion of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyReconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer NPC chooses to exercise its right of request early termination in accordance with under Section 4.1 5.01 above, the Corporate Taxpayer NPC shall deliver to each TRA Party written a notice of such decision to exercise such right (the “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate TaxpayerNPC’s decision intention to exercise such right request early termination and showing in reasonable detail the its calculation of the Early Termination Payment(sPayment (the “Proposed Early Termination Payment”). At the time NPC delivers the Early Termination Notice to the TRA Parties, NPC shall (a) due deliver to each TRA Party. Each Party schedules and work papers providing reasonable detail regarding the calculation of the Proposed Early Termination Schedule Payment if requested by such TRA Party and a letter from a nationally recognized accounting firm supporting such calculation and (b) allow any Requisite TRA Party reasonable access during normal business hours at no cost to the appropriate representatives at NPC and its Subsidiaries and such accounting firm (and the Accounting Firm) in connection with its review of such calculation. Within 30 calendar days after receiving such calculation, the Majority TRA Parties shall notify NPC whether it or they agree to or object to the Proposed Early Termination Payment. The Proposed Early Termination Payment shall become final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties have been given if the Majority TRA Parties agree in writing to (or fail to object to) the value of the Proposed Early Termination Payment within such Schedule 30 day period (or amendment thereto under Section 7.1, unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives the Corporate Taxpayer written notice of a material objection to such Schedule made shorter period as may be mutually agreed in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its right to give a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become binding on the date such waiver is received writing by the Corporate Taxpayerparties). If the Corporate Taxpayer Majority TRA Parties object, and the Majority TRA Party RepresentativeParties and NPC, for any reason, are unable to successfully resolve cannot agree upon the issues raised in such Material Objection Notice value of the Early Termination Payment within thirty (30) 30 calendar days after following NPC’s receipt by the Corporate Taxpayer of the Material Objection NoticeMajority TRA Parties’ objection, the Corporate Taxpayer NPC and the Majority TRA Party Representative Parties shall employ the Reconciliation Procedures as described in which case such Schedule Section 8.09 of this Agreement. For the avoidance of doubt, NPC shall become binding in accordance with have no obligation to request early termination under Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA Party5.01.

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

Early Termination Notice. If the Corporate Taxpayer PubCo chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer PubCo shall deliver to each TRA Party written with respect to whom such right of early termination is being exercised notice of such decision intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate TaxpayerPubCo’s decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to each such TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from after the first date on which all the TRA Parties have been given Party has received such Schedule or amendment thereto under Section 7.1, unless the such TRA Party Representative (i) within thirty (30) calendar days after such date gives receiving the Corporate Taxpayer written Early Termination Schedule or any amendment thereto, provides PubCo with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by PubCo (such thirty (30) calendar day date as modified, if at all by clauses (i) or (ii), the Corporate Taxpayer“Early Termination Effective Date”). If the Corporate Taxpayer PubCo and the a TRA Party RepresentativeParty, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer PubCo of the Material Objection Notice, the Corporate Taxpayer PubCo and the such TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9. The TRA Party Representative will represent ten (10) days after the interests of each conclusion of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyReconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party written and each Sponsor Party notice of such decision 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 decision intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to for each TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties have been given and Interested Parties are treated as having received such Schedule or amendment thereto under Section 7.1, 7.1 unless the TRA Party Representative or the Sponsor Party Representative (i) within thirty (30) calendar days after such date gives provides the Corporate Taxpayer written with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of its such right to give of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule shall become becomes binding on the date such the waiver is received by the Corporate Taxpayer. If the Corporate 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 Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative and/or the Sponsor Party Representative, as applicable, shall employ the Reconciliation Procedures in which case such Schedule shall become becomes binding in accordance with Section 7.9. The TRA Party Representative will represent ten (10) calendar days after the interests of each conclusion of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA PartyReconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Information Party written notice of such decision 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 decision to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(sPayment (the “Early Termination Schedule”) due to and (ii) any other work papers reasonably requested by each TRA Information Party. Each 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 thirty (30) calendar days from the first date on which all TRA Information Parties have been given received such Schedule or amendment thereto under Section 7.1unless (x) any Information Party, unless the TRA Party Representative (i) within thirty (30) calendar days after such date gives receiving the Early Termination Schedule, provides the Corporate Taxpayer written 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 its such right to give of a Material Objection Notice within the period described in clause (ix) above, in which case such Schedule shall become becomes binding on the date such waiver is waivers from all Information Parties have been received by the Corporate TaxpayerTaxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer and the TRA Party RepresentativeInformation Parties, for any reason, are unable to successfully resolve the issues raised in such Material Objection Notice notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative Information Parties shall employ the Reconciliation Procedures in which case such Schedule shall become binding in accordance with under Section 7.10 or Resolution of Disputes procedures under Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, in accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA Partyas applicable.