Common use of Performance Fee Clause in Contracts

Performance Fee. (a) The Manager shall be entitled to receive the applicable Performance Fee, if any, in respect of each Fiscal Quarter. (b) The Performance Fee, Performance Test Return and Performance Test Benchmark Return for a Fiscal Quarter is to be calculated by the Manager as of the Fiscal Quarter End Date for the relevant Fiscal Quarter and notice of such Performance Fee, Performance Test Return and Performance Test Benchmark Return, including the calculation thereof, shall be provided by the Manager to the Company and the Compensation Committee within five Business Days after that Fiscal Quarter End Date. (c) The Performance Fee calculated pursuant to Section 7.3(b) above will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP. (d) The Performance Fee, if any, to which the Manager is entitled under this Section 7.3 is due in cash (subject to Section 7.3(e)) as of the Fiscal Quarter End Date of the relevant Fiscal Quarter and shall be settled by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.3(c) above) within 10 Business Days of receipt by the Company of notification pursuant to Section 7.3(b). (e) The Manager has the right but not the obligation to invest all or a portion of the Performance Fee to which the Manager is entitled under this Section 7.3 in Company Common Units. (i) If the Manager determines to invest all or any portion of its Performance Fee with respect to a Fiscal Quarter in Company Common Units, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) below, that number of Company Common Units equal to such amount of the Performance Fee calculated pursuant to Section 7.3(b), divided by the volume weighted average trading price of a Company Common Unit during the period commencing on and including the first Trading Day of the last calendar month of the relevant Fiscal Quarter and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “Performance Fee VWAP”). (ii) In the event the Manager determines to invest all or any portion of its Performance Fee for any Fiscal Quarter in Company Common Units, it shall notify the Company and the Compensation Committee of the percentage of the Performance Fee to be invested in Company Common Units during the Election Period immediately preceding the Fiscal Quarter End Date for such Fiscal Quarter (subject to the third sentence of this Section 7.3(e)(ii)). Such Company Common Units shall be issued to the Manager in accordance with Section 7.3(d). Any election made by the Manager during any Election Period pursuant to this Section 7.3(e)(ii) shall be effective beginning with the fiscal quarter after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until the Manager affirmatively changes in a timely manner such election in any subsequent Election Period for the next succeeding Fiscal Quarter after such change of election is made. For the avoidance of doubt, the Parties acknowledge and agree that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Performance Fees to which the Manager is entitled in Common Stock remains in full force and effect and shall apply to any and all Performance Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Reorganization such election shall be an election to invest in Company Common Units. (iii) Notwithstanding anything in this Section 7.3(e) to the contrary, in the event that (x) the Manager has determined to invest all or any portion of its Performance Fee with respect to a Fiscal Quarter in Company Common Units, and (y) the Performance Fee VWAP for such Fiscal Quarter exceeds the Threshold Price, then: (A) in the event the Manager previously had determined to invest 100% of its Performance Fee for such Fiscal Quarter in Company Common Units, then the Manager instead shall (x) receive from the Company cash in an amount (the “Full Performance Fee Cash Amount”) equal to the product of such Performance Fee multiplied by a fraction, the numerator of which shall be the excess of the Performance Fee VWAP over the Threshold Price, and the denominator of which shall be the Performance Fee VWAP, and (y) invest the remainder of such Performance Fee (excluding the Full Performance Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii); and (B) in the event the Manager previously had determined to invest any portion (less than 100%) of its Performance Fee for such Fiscal Quarter in Company Common Units, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “Partial Performance Fee Cash Amount”) equal to the product of such portion of its Performance Fee multiplied by a fraction, the numerator of which shall be the excess of the Performance Fee VWAP over the Threshold Price, and the denominator of which shall be the Performance Fee VWAP, and (y) invest the remainder of such portion of its Performance Fee (excluding the Partial Performance Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii). (f) The Manager will notify the Company and the Compensation Committee of the Net Equity Value, Foreign Net Equity Value and U.S. Net Equity Value, and the calculations thereof, to be applied in the calculation of the Performance Fees payable in the then current Fiscal Quarter within 30 Business Days of the Fiscal Quarter End Date for the immediately prior Fiscal Quarter. (g) The Manager will notify the Company and the Compensation Committee of the Additional Offering Foreign Net Equity Value and Additional Offering U.S. Net Equity Value, and the calculations thereof, to be applied in the calculation of the Performance Fees payable in the then current Fiscal Quarter within 30 Business Days of the first day of trading of the relevant Additional Offering.

Performance Fee. (a) The Manager shall be entitled to receive the applicable Performance Fee, if any, in respect of each Fiscal Quarter. (b) The Performance Fee, Performance Test Return and Performance Test Benchmark Return for a Fiscal Quarter is to be calculated by the Manager as of the Fiscal Quarter End Date for the relevant Fiscal Quarter and notice of such Performance Fee, Performance Test Return and Performance Test Benchmark Return, including the calculation thereof, shall be provided by the Manager to the Company and the Compensation Committee within five 20 Business Days after that Fiscal Quarter End Date. (c) The Performance Fee calculated pursuant to Section 7.3(b) above will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP. (d) The Performance Fee, if any, to which the Manager is entitled under this Section 7.3 clause is due in cash (subject to Section 7.3(e)) as of at the Fiscal Quarter End Date of the relevant Fiscal Quarter and shall be settled is payable in cash by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.3(c) above) to the Manager within 10 Business Days of receipt by the Company of notification pursuant to Section 7.3(b), subject to Section 7.3(e). (e) The Manager has the right but not the obligation to invest all or a portion of the Performance Fee to which the Manager is entitled under this Section 7.3 in Company Common UnitsLLC Interests. (i) If the Manager determines to invest all or any portion of its Performance Fee with respect to a Fiscal Quarter in Company Common UnitsLLC Interests, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) belowpayment, that number of Company Common Units LLC Interests equal to such amount of the Performance Fee calculated pursuant to Section 7.3(b), divided by the volume weighted average trading price of a Company Common Unit an LLC Interest during the period commencing on and including the first Trading Day of the last calendar month of LLC Interest Price Period beginning after the relevant Fiscal Quarter and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “Performance Fee VWAP”)End Date. (ii) In the event the Manager determines to invest all or any portion of its Performance Fee for any Fiscal Quarter in Company Common UnitsLLC Interests, it shall notify the Company and the Compensation Committee at the time of the percentage of notification pursuant to Section 7.3(b) and the Performance Fee to be invested in Company Common Units during the Election Period immediately preceding the Fiscal Quarter End Date for such Fiscal Quarter (subject to the third sentence of this Section 7.3(e)(ii)). Such Company Common Units LLC Interests shall be issued to the Manager in accordance with Section 7.3(d)on the Business Day immediately following the last day of the relevant LLC Interest Price Period. Any election made by the The Manager during any Election Period may apply amounts owing pursuant to this Section 7.3(e)(ii) shall be effective beginning with the fiscal quarter after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until 7.3 against amounts payable by the Manager affirmatively changes in a timely manner such election in any subsequent Election Period for the next succeeding Fiscal Quarter after such change of election is made. For the avoidance of doubt, the Parties acknowledge and agree that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Performance Fees to which the Manager is entitled in Common Stock remains in full force and effect and shall apply to any and all Performance Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Reorganization such election shall be an election to invest in Company Common Units. (iii) Notwithstanding anything in this Section 7.3(e) relation to the contrary, in the event that (x) the Manager has determined to invest all or any portion of its Performance Fee with respect to a Fiscal Quarter in Company Common Units, and (y) the Performance Fee VWAP subscription for such Fiscal Quarter exceeds the Threshold Price, then: (A) in the event the Manager previously had determined to invest 100% of its Performance Fee for such Fiscal Quarter in Company Common Units, then the Manager instead shall (x) receive from the Company cash in an amount (the “Full Performance Fee Cash Amount”) equal to the product of such Performance Fee multiplied by a fraction, the numerator of which shall be the excess of the Performance Fee VWAP over the Threshold Price, and the denominator of which shall be the Performance Fee VWAP, and (y) invest the remainder of such Performance Fee (excluding the Full Performance Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii); and (B) in the event the Manager previously had determined to invest any portion (less than 100%) of its Performance Fee for such Fiscal Quarter in Company Common Units, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “Partial Performance Fee Cash Amount”) equal to the product of such portion of its Performance Fee multiplied by a fraction, the numerator of which shall be the excess of the Performance Fee VWAP over the Threshold Price, and the denominator of which shall be the Performance Fee VWAP, and (y) invest the remainder of such portion of its Performance Fee (excluding the Partial Performance Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii)LLC Interests. (f) The Manager will notify the Company and the Compensation Committee of the Net Equity Value, Foreign Net Equity Value and U.S. Net Equity Value, and the calculations thereof, to be applied in the calculation of the Performance Fees payable in the then current Fiscal Quarter within 30 Business Days of the Fiscal Quarter End Date for the immediately prior Fiscal Quarter or, in the case of the initial Fiscal Quarter, within 30 Business Days of the Commencement Date. (g) The Manager will notify the Company and the Compensation Committee of the Additional Offering Foreign Net Equity Value and Additional Offering U.S. Net Equity Value, and the calculations thereof, to be applied in the calculation of the Performance Fees payable in the then current Fiscal Quarter within 30 Business Days of the first day of trading of the relevant Additional Offering.

Performance Fee. (a) The Manager shall be entitled to receive the applicable Performance Fee, if any, in respect of each Fiscal Quarter. (ba) The Performance Fee, Performance Test Return and Performance Test Benchmark Return for a Fiscal Quarter is to be calculated by the Manager as of the Fiscal Quarter End Date for the relevant Fiscal Quarter and notice of such Performance Fee, Performance Test Return and Performance Test Benchmark Return, including the calculation thereof, shall be provided by the Manager to the Company and the Compensation Committee within five Business Days after that Fiscal Quarter End Date. (cb) The Performance Fee calculated pursuant to Section 7.3(b) above will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP. (dc) The Performance Fee, if any, to which the Manager is entitled under this Section 7.3 is due in cash (subject to Section 7.3(e)) as of the Fiscal Quarter End Date of the relevant Fiscal Quarter and shall be settled by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.3(c) above) within 10 Business Days of receipt by the Company of notification pursuant to Section 7.3(b). (ed) The Manager has the right but not the obligation to invest all or a portion of the Performance Fee to which the Manager is entitled under this Section 7.3 in shares of Company Common UnitsStock. (i) If the Manager determines to invest all or any portion of its Performance Fee with respect to a Fiscal Quarter in shares of Company Common UnitsStock, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) below, that number of shares of Company Common Units Stock equal to such amount of the Performance Fee calculated pursuant to Section 7.3(b), divided by the volume weighted average trading price of a share of Company Common Unit Stock during the period commencing on and including the first Trading Day of the last calendar month of the relevant Fiscal Quarter and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “Performance Fee VWAP”). (ii) In the event the Manager determines to invest all or any portion of its Performance Fee for any Fiscal Quarter in shares of Company Common UnitsStock, it shall notify the Company and the Compensation Committee of the percentage of the Performance Fee to be invested in shares of Company Common Units Stock during the Election Period immediately preceding the Fiscal Quarter End Date for such Fiscal Quarter (subject to the third sentence of this Section 7.3(e)(ii)). Such shares of Company Common Units Stock shall be issued to the Manager in accordance with Section 7.3(d). Any election made by the Manager during any Election Period pursuant to this Section 7.3(e)(ii) shall be effective beginning with the fiscal quarter after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until the Manager affirmatively changes in a timely manner such election in any subsequent Election Period for the next succeeding Fiscal Quarter after such change of election is made. For the avoidance of doubt, the Parties acknowledge and agree that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Performance Fees to which the Manager is entitled in Common Stock LLC Interests remains in full force and effect and shall apply to any and all Performance Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Reorganization Conversion such election shall be an election to invest in shares of Company Common UnitsStock. (iii) Notwithstanding anything in this Section 7.3(e) to the contrary, in the event that (x) the Manager has determined to invest all or any portion of its Performance Fee with respect to a Fiscal Quarter in shares of Company Common UnitsStock, and (y) the Performance Fee VWAP for such Fiscal Quarter exceeds the Threshold Price, then: (A) in the event the Manager previously had determined to invest 100% of its Performance Fee for such Fiscal Quarter in shares of Company Common UnitsStock, then the Manager instead shall (x) receive from the Company cash in an amount (the “Full Performance Fee Cash Amount”) equal to the product of such Performance Fee multiplied by a fraction, the numerator of which shall be the excess of the Performance Fee VWAP over the Threshold Price, and the denominator of which shall be the Performance Fee VWAP, and (y) invest the remainder of such Performance Fee (excluding the Full Performance Fee Cash Amount) in shares of Company Common Units Stock as contemplated by the preceding clauses (i) and (ii); and (B) in the event the Manager previously had determined to invest any portion (less than 100%) of its Performance Fee for such Fiscal Quarter in shares of Company Common UnitsStock, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “Partial Performance Fee Cash Amount”) equal to the product of such portion of its Performance Fee multiplied by a fraction, the numerator of which shall be the excess of the Performance Fee VWAP over the Threshold Price, and the denominator of which shall be the Performance Fee VWAP, and (y) invest the remainder of such portion of its Performance Fee (excluding the Partial Performance Fee Cash Amount) in shares of Company Common Units Stock as contemplated by the preceding clauses (i) and (ii). (f) The Manager will notify the Company and the Compensation Committee of the Net Equity Value, Foreign Net Equity Value and U.S. Net Equity Value, and the calculations thereof, to be applied in the calculation of the Performance Fees payable in the then current Fiscal Quarter within 30 Business Days of the Fiscal Quarter End Date for the immediately prior Fiscal Quarter. (g) The Manager will notify the Company and the Compensation Committee of the Additional Offering Foreign Net Equity Value and Additional Offering U.S. Net Equity Value, and the calculations thereof, to be applied in the calculation of the Performance Fees payable in the then current Fiscal Quarter within 30 Business Days of the first day of trading of the relevant Additional Offering.

Performance Fee. (a) The Manager shall be entitled to receive the applicable Performance Fee, if any, in respect of each Fiscal Quarter. (b) The Performance Fee, Performance Test Return and Performance Test Benchmark Return for a Fiscal Quarter is to be calculated by the Manager as of the Fiscal Quarter End Date for the relevant Fiscal Quarter and notice of such Performance Fee, Performance Test Return and Performance Test Benchmark Return, including the calculation thereof, shall be provided by the Manager to the Company and the Compensation Committee within five Business Days after that Fiscal Quarter End Date. (c) The Performance Fee calculated pursuant to Section 7.3(b) above will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP. (d) The Performance Fee, if any, to which the Manager is entitled under this Section 7.3 is due in cash (subject to Section 7.3(e)) as of the Fiscal Quarter End Date of the relevant Fiscal Quarter and shall be settled by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.3(c) above) within 10 Business Days of receipt by the Company of notification pursuant to Section 7.3(b). (e) The Manager has the right but not the obligation to invest all or a portion of the Performance Fee to which the Manager is entitled under this Section 7.3 in shares of Company Common UnitsStock. (i) If the Manager determines to invest all or any portion of its Performance Fee with respect to a Fiscal Quarter in shares of Company Common UnitsStock, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) below, that number of shares of Company Common Units Stock equal to such amount of the Performance Fee calculated pursuant to Section 7.3(b), divided by the volume weighted average trading price of a share of Company Common Unit Stock during the period commencing on and including the first Trading Day of the last calendar month of the relevant Fiscal Quarter and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “Performance Fee VWAP”). (ii) In the event the Manager determines to invest all or any portion of its Performance Fee for any Fiscal Quarter in shares of Company Common UnitsStock, it shall notify the Company and the Compensation Committee of the percentage of the Performance Fee to be invested in shares of Company Common Units Stock during the Election Period immediately preceding the Fiscal Quarter End Date for such Fiscal Quarter (subject to the third sentence of this Section 7.3(e)(ii)). Such shares of Company Common Units Stock shall be issued to the Manager in accordance with Section 7.3(d). Any election made by the Manager during any Election Period pursuant to this Section 7.3(e)(ii) shall be effective beginning with the fiscal quarter after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until the Manager affirmatively changes in a timely manner such election in any subsequent Election Period for the next succeeding Fiscal Quarter after such change of election is made. For the avoidance of doubt, the Parties acknowledge and agree that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Performance Fees to which the Manager is entitled in Common Stock LLC Interests remains in full force and effect and shall apply to any and all Performance Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Reorganization Conversion such election shall be an election to invest in shares of Company Common UnitsStock. (iii) Notwithstanding anything in this Section 7.3(e) to the contrary, in the event that (x) the Manager has determined to invest all or any portion of its Performance Fee with respect to a Fiscal Quarter in shares of Company Common UnitsStock, and (y) the Performance Fee VWAP for such Fiscal Quarter exceeds the Threshold Price, then: (A) in the event the Manager previously had determined to invest 100% of its Performance Fee for such Fiscal Quarter in shares of Company Common UnitsStock, then the Manager instead shall (x) receive from the Company cash in an amount (the “Full Performance Fee Cash Amount”) equal to the product of such Performance Fee multiplied by a fraction, the numerator of which shall be the excess of the Performance Fee VWAP over the Threshold Price, and the denominator of which shall be the Performance Fee VWAP, and (y) invest the remainder of such Performance Fee (excluding the Full Performance Fee Cash Amount) in shares of Company Common Units Stock as contemplated by the preceding clauses (i) and (ii); and (B) in the event the Manager previously had determined to invest any portion (less than 100%) of its Performance Fee for such Fiscal Quarter in shares of Company Common UnitsStock, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “Partial Performance Fee Cash Amount”) equal to the product of such portion of its Performance Fee multiplied by a fraction, the numerator of which shall be the excess of the Performance Fee VWAP over the Threshold Price, and the denominator of which shall be the Performance Fee VWAP, and (y) invest the remainder of such portion of its Performance Fee (excluding the Partial Performance Fee Cash Amount) in shares of Company Common Units Stock as contemplated by the preceding clauses (i) and (ii). (f) The Manager will notify the Company and the Compensation Committee of the Net Equity Value, Foreign Net Equity Value and U.S. Net Equity Value, and the calculations thereof, to be applied in the calculation of the Performance Fees payable in the then current Fiscal Quarter within 30 Business Days of the Fiscal Quarter End Date for the immediately prior Fiscal Quarter. (g) The Manager will notify the Company and the Compensation Committee of the Additional Offering Foreign Net Equity Value and Additional Offering U.S. Net Equity Value, and the calculations thereof, to be applied in the calculation of the Performance Fees payable in the then current Fiscal Quarter within 30 Business Days of the first day of trading of the relevant Additional Offering.

Performance Fee. (a) The Manager shall be entitled to receive the applicable Performance Fee, if any, in respect of each Fiscal Quarter. (b) The Performance Fee, Performance Test Return and Performance Test Benchmark Return for a Fiscal Quarter is to be calculated by the Manager as of the Fiscal Quarter End Date for the relevant Fiscal Quarter and notice of such Performance Fee, Performance Test Return and Performance Test Benchmark Return, including the calculation thereof, shall be provided by the Manager to the Company and the Compensation Committee within five Business Days after that Fiscal Quarter End Date. (c) The Performance Fee calculated pursuant to Section 7.3(b) above will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP. (d) The Performance Fee, if any, to which the Manager is entitled under this Section 7.3 is due in cash (subject to Section 7.3(e)) as of the Fiscal Quarter End Date of the relevant Fiscal Quarter and shall be settled by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.3(c) above) within 10 Business Days of receipt by the Company of notification pursuant to Section 7.3(b). (e) The Manager has the right but not the obligation to invest all or a portion of the Performance Fee to which the Manager is entitled under this Section 7.3 in Company Common UnitsLLC Interests. (i) If the Manager determines to invest all or any portion of its Performance Fee with respect to a Fiscal Quarter in Company Common UnitsLLC Interests, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) below, that number of Company Common Units LLC Interests equal to such amount of the Performance Fee calculated pursuant to Section 7.3(b), divided by the volume weighted average trading price of a Company Common Unit an LLC Interest during the period commencing on and including the first Trading Day of the last calendar month of the relevant Fiscal Quarter and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “Performance Fee VWAP”). (ii) In the event the Manager determines to invest all or any portion of its Performance Fee for any Fiscal Quarter in Company Common UnitsLLC Interests, it shall notify the Company and the Compensation Committee of the percentage of the Performance Fee to be invested in Company Common Units LLC Interests during the Election Period immediately preceding the Fiscal Quarter End Date for such Fiscal Quarter (subject to the third sentence of this Section 7.3(e)(ii)). Such Company Common Units LLC Interests shall be issued to the Manager in accordance with Section 7.3(d). Any election made by the Manager during any Election Period pursuant to this Section 7.3(e)(ii) shall be effective beginning with the fiscal quarter after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until the Manager affirmatively changes in a timely manner such election in any subsequent Election Period for the next succeeding Fiscal Quarter after to which such change of election is maderelates. For the avoidance of doubt, the Parties acknowledge and agree that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Performance Fees to which the Manager is entitled in Common Stock LLC Interests remains in full force and effect and shall apply to any and all Performance Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Reorganization such election shall be an election to invest in Company Common Units. (iii) Notwithstanding anything in this Section 7.3(e) to the contrary, in the event that (x) the Manager has determined to invest all or any portion of its Performance Fee with respect to a Fiscal Quarter in Company Common UnitsLLC Interests, and (y) the Performance Fee VWAP for such Fiscal Quarter exceeds the Threshold Price, then: (A) in the event the Manager previously had determined to invest 100% of its Performance Fee for such Fiscal Quarter in Company Common UnitsLLC Interests, then the Manager instead shall (x) receive from the Company cash in an amount (the “Full Performance Fee Cash Amount”) equal to the product of such Performance Fee multiplied by a fraction, the numerator of which shall be the excess of the Performance Fee VWAP over the Threshold Price, and the denominator of which shall be the Performance Fee VWAP, and (y) invest the remainder of such Performance Fee (excluding the Full Performance Fee Cash Amount) in Company Common Units LLC Interests as contemplated by the preceding clauses (i) and (ii); and (B) in the event the Manager previously had determined to invest any portion (less than 100%) of its Performance Fee for such Fiscal Quarter in Company Common UnitsLLC Interests, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “Partial Performance Fee Cash Amount”) equal to the product of such portion of its Performance Fee multiplied by a fraction, the numerator of which shall be the excess of the Performance Fee VWAP over the Threshold Price, and the denominator of which shall be the Performance Fee VWAP, and (y) invest the remainder of such portion of its Performance Fee (excluding the Partial Performance Fee Cash Amount) in Company Common Units LLC Interests as contemplated by the preceding clauses (i) and (ii). (f) The Manager will notify the Company and the Compensation Committee of the Net Equity Value, Foreign Net Equity Value and U.S. Net Equity Value, and the calculations thereof, to be applied in the calculation of the Performance Fees payable in the then current Fiscal Quarter within 30 Business Days of the Fiscal Quarter End Date for the immediately prior Fiscal Quarter. (g) The Manager will notify the Company and the Compensation Committee of the Additional Offering Foreign Net Equity Value and Additional Offering U.S. Net Equity Value, and the calculations thereof, to be applied in the calculation of the Performance Fees payable in the then current Fiscal Quarter within 30 Business Days of the first day of trading of the relevant Additional Offering. (h) Notwithstanding anything in this Section 7.3 to the contrary, the Parties agree and acknowledge that, to the extent the Manager is entitled to receive, pursuant to the terms of the Previous Agreement, a Performance Fee for the Fiscal Quarter ended September 30, 2013 (the “Existing Performance Fee”), (i) the Existing Performance Fee shall be payable pursuant to the terms and conditions of Section 7.3 of the Previous Agreement, (ii) the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Performance Fees to which the Manager is entitled in LLC Interests remains in full force and effect and shall apply to the Existing Performance Fee, and (iii) the Manager shall invest 100% of the Existing Performance Fee in LLC Interests pursuant to the terms of Section 7.3(e) of the Previous Agreement.

Performance Fee. (a) The Manager shall be entitled to receive the applicable Performance Fee, if any, in respect of each Fiscal Quarter. (b) The Performance Fee, Performance Test Return and Performance Test Benchmark Return for a Fiscal Quarter is to be calculated by the Manager as of the Fiscal Quarter End Date for the relevant Fiscal Quarter and notice of such Performance Fee, Performance Test Return and Performance Test Benchmark Return, including the calculation thereof, shall be provided by the Manager to the Company and the Compensation Committee within five Business Days after that Fiscal Quarter End Date. (c) The Performance Fee calculated pursuant to Section 7.3(b) above will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP. (d) The Performance Fee, if any, to which the Manager is entitled under this Section 7.3 is due in cash (subject to Section 7.3(e)) as of the Fiscal Quarter End Date of the relevant Fiscal Quarter and shall be settled by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.3(c) above) within 10 Business Days of receipt by the Company of notification pursuant to Section 7.3(b). (e) The Manager has the right but not the obligation to invest all or a portion of the Performance Fee to which the Manager is entitled under this Section 7.3 in shares of Company Common UnitsStock. (i) If the Manager determines to invest all or any portion of its Performance Fee with respect to a Fiscal Quarter in shares of Company Common UnitsStock, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) below, that number of shares of Company Common Units Stock equal to such amount of the Performance Fee calculated pursuant to Section 7.3(b), divided by the volume weighted average trading price of a share of Company Common Unit Stock during the period commencing on and including the first Trading Day of the last calendar month of the relevant Fiscal Quarter and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “Performance Fee VWAP”). (ii) In the event the Manager determines to invest all or any portion of its Performance Fee for any Fiscal Quarter in shares of Company Common UnitsStock, it shall notify the Company and the Compensation Committee of the percentage of the Performance Fee to be invested in shares of Company Common Units Stock during the Election Period immediately preceding the Fiscal Quarter End Date for such Fiscal Quarter (subject to the third sentence of this Section 7.3(e)(ii)). Such shares of Company Common Units Stock shall be issued to the Manager in accordance with Section 7.3(d). Any election made by the Manager during any Election Period pursuant to this Section 7.3(e)(ii) shall be effective beginning with the fiscal quarter after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until the Manager affirmatively changes in a timely manner such election in any subsequent Election Period for the next succeeding Fiscal Quarter after such change of election is made. For the avoidance of doubt, the Parties acknowledge and agree that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Performance Fees to which the Manager is entitled in Common Stock LLC Interests remains in full force and effect and shall apply to any and all Performance Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Reorganization Conversion such election shall be an election to invest in shares of Company Common UnitsStock. (iii) Notwithstanding anything in this Section 7.3(e) to the contrary, in the event that (x) the Manager has determined to invest all or any portion of its Performance Fee with respect to a Fiscal Quarter in shares of Company Common UnitsStock, and (y) the Performance Fee VWAP for such Fiscal Quarter exceeds the Threshold Price, then: (A) in the event the Manager previously had determined to invest 100% of its Performance Fee for such Fiscal Quarter in shares of Company Common UnitsStock, then the Manager instead shall (x) receive from the Company cash in an amount (the “Full Performance Fee Cash Amount”) equal to the product of such Performance Fee multiplied by a fraction, the numerator of which shall be the excess of the Performance Fee VWAP over the Threshold Price, and the denominator of which shall be the Performance Fee VWAP, and (y) invest the remainder of such Performance Fee (excluding the Full Performance Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii); and (B) in the event the Manager previously had determined to invest any portion (less than 100%) of its Performance Fee for such Fiscal Quarter in Company Common Units, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “Partial Performance Fee Cash Amount”) equal to the product of such portion of its Performance Fee multiplied by a fraction, the numerator of which shall be the excess of the Performance Fee VWAP over the Threshold Price, and the denominator of which shall be the Performance Fee VWAP, and (y) invest the remainder of such portion of its Performance Fee (excluding the Partial Performance Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii). (f) The Manager will notify the Company and the Compensation Committee of the Net Equity Value, Foreign Net Equity Value and U.S. Net Equity Value, and the calculations thereof, to be applied in the calculation of the Performance Fees payable in the then current Fiscal Quarter within 30 Business Days of the Fiscal Quarter End Date for the immediately prior Fiscal Quarter. (g) The Manager will notify the Company and the Compensation Committee of the Additional Offering Foreign Net Equity Value and Additional Offering U.S. Net Equity Value, and the calculations thereof, to be applied in the calculation of the Performance Fees payable in the then current Fiscal Quarter within 30 Business Days of the first day of trading of the relevant Additional Offering.