Common use of Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements Clause in Contracts

Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements. (a) Notwithstanding anything in Section 3.01 to the contrary, to the extent that the aggregate tax benefit of the Corporate Taxpayer’s reduction in Tax liability as a result of the Basis Adjustments, the NOLs and Imputed Interest under the Tax Receivable Agreements (as such terms are defined in each Tax Receivable Agreement) is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer shall be allocated among the Tax Receivable Agreements (and among all parties eligible for payments thereunder) in proportion to the respective amounts of Tax Benefit Payments (as defined in each Tax Receivable Agreement) that would have been determined under the Tax Receivable Agreements (and allocated among such parties) if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Tax Receivable Agreements (and among all parties eligible for payments thereunder) the aggregate Tax Benefit Payments under the Tax Receivable Agreements with respect to any Taxable Year, the operation of this Section 3.03(a) with respect to any prior Taxable Year shall be taken into account, it being the intention of the parties to the Tax Receivable Agreements for each party eligible for payments thereunder to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such party had this Section 3.03(a) never operated.

Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate tax benefit amount of the Corporate Taxpayer’s tax benefit from the reduction in Tax liability as a result of the Basis Adjustments, the NOLs and Pre-IPO NOLs, Original Basis Adjustments, Remedial Allocations or Imputed Interest under the Tax Receivable Agreements (as such terms are defined in each Tax Receivable Agreement) is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer shall be allocated among the Tax Receivable Agreements (and among all parties eligible for payments thereunder) in proportion to the respective amounts of Tax Benefit Payments (as defined in each Tax Receivable Agreement) that would have been determined under the Tax Receivable Agreements (and allocated among such parties) if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Tax Receivable Agreements (and among all parties eligible for payments thereunder) the aggregate Tax Benefit Payments payable under the Tax Receivable Agreements with respect to any Taxable Year, the operation of this Section 3.03(a3.3(a) with respect to any prior Taxable Year shall be taken into account, it being the intention of the parties to the Tax Receivable Agreements for each party eligible for payments thereunder to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such party had this Section 3.03(a3.3(a) never operated.

Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate tax benefit of the Corporate TaxpayerAPAM’s reduction in Tax liability as a result of deduction with respect to the Basis Adjustments, the NOLs and the Imputed Interest under the Tax Receivable Agreements (as such terms are defined in each Tax Receivable Agreement) is limited in a particular Taxable Year because the Corporate Taxpayer APAM does not have sufficient taxable income to fully utilize available deductions and other attributesincome, the limitation on the tax benefit for the Corporate Taxpayer APAM shall be allocated among the Tax Receivable Agreements (and among all parties Persons eligible for payments thereunder) in proportion to the respective amounts of Tax Benefit Payments Payment (as defined in each Tax Receivable Agreement) that would have been determined payable under Section 3.1 of this Agreement and under Section 3.1 of the Tax Receivable Agreements Agreement (and allocated among such partiesExchanges) if the Corporate Taxpayer APAM had had sufficient taxable income so that there were had been no such limitation; provided, that . (b) If for purposes of allocating among the Tax Receivable Agreements (and among any reason APAM does not fully satisfy its payment obligations to make all parties eligible for payments thereunder) the aggregate Tax Benefit Payments due under the Tax Receivable Agreements with in respect to any of a particular Taxable Year, then APAM and H&F Xxxxxx agree that (i) APAM shall pay the operation same proportion of each Tax Benefit Payment (as defined in each Tax Receivable Agreement) due under each of the Tax Receivable Agreements in respect of such Taxable Year, without favoring one obligation over the other, and (ii) no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments in respect of prior Taxable Years have been made in full. (c) To the extent that APAM makes payments to H&F Xxxxxx in respect of a particular Taxable Year in an amount greater than the payments that should have been made in accordance with Section 3.3(b), then H&F Xxxxxx shall be obligated to make payments to the parties to the other Tax Receivable Agreements (other than APAM) in the amounts necessary so that each party to the Tax Receivable Agreements shall have received the amount that it would have received if all payments by APAM had been in accordance with Section 3.3(b); provided -14- that H&F Xxxxxx’x obligation to pay over to the parties to the other Tax Receivable Agreements amounts received from APAM pursuant to this Section 3.03(a3.3(c) with respect to any prior Taxable Year shall be taken into account, it being terminate on the intention one year anniversary of the receipt by H&F Xxxxxx of such amounts. (d) The parties hereto agree that the parties to the Tax Receivable Agreements for each Agreement (Exchange) are expressly made third party eligible for payments thereunder to receive, in beneficiaries of the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such party had provisions of this Section 3.03(a) never operated.3.3. ARTICLE IV

Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate tax benefit amount of the Corporate Taxpayer’s tax benefit from the reduction in Tax liability as a result of the Basis Adjustments, the NOLs and Pre-IPO NOLs, Original Basis Adjustment, Remedial Allocations or Imputed Interest under the Tax Receivable Agreements (as such terms are defined in each Tax Receivable Agreement) is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer shall be allocated among the Tax Receivable Agreements (and among all parties eligible for payments thereunder) in proportion to the respective amounts of Tax Benefit Payments (as defined in each Tax Receivable Agreement) that would have been determined under the Tax Receivable Agreements (and allocated among such parties) if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Tax Receivable Agreements (and among all parties eligible for payments thereunder) the aggregate Tax Benefit Payments payable under the Tax Receivable Agreements with respect to any Taxable Year, the operation of this Section 3.03(a3.3(a) with respect to any prior Taxable Year shall be taken into account, it being the intention of the parties to the Tax Receivable Agreements for each party eligible for payments thereunder to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such party had this Section 3.03(a3.3(a) never operated.