Common use of Pro Rata Payments Clause in Contracts

Pro Rata Payments. (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 and Imputed Interest under this 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 Members in proportion to the respective amounts of Tax Benefit Payments that would have been determined under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Members the aggregate Tax Benefit Payments under this Agreement 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 Corporate Taxpayer and the Members for each Member to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such Member had this Section 3.03(a) never operated. (b) After taking into account Section 3.03(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Members agree that (i) the Corporate Taxpayer shall pay the same proportion of each Tax Benefit Payment due under this Agreement 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 the Corporate Taxpayer makes a payment to a Member in respect of a particular Taxable Year under Section 3.01(a) of this Agreement (taking into account Section 3.03(a) and (b), but excluding payments attributable to Interest Amounts) in excess of the amount of such payment that should have been made to such Member in respect of such Taxable Year, then (i) such Member shall not receive further payments under Section 3.01(a) until such Member has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer shall pay the amount of such Member’s foregone payments to the other Members in a manner such that each of the other Members, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a) of this Agreement (excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such Member.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 to the contrary, to the extent that the aggregate amount of the Echo Group’s tax benefit of from the Corporate Taxpayer’s reduction in Tax liability as a result of the Transferred Basis, the Basis Adjustments and or Imputed Interest under this Agreement is limited in a particular Taxable Year because the Corporate Taxpayer Echo Group does not have sufficient taxable income to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer Echo Group shall be allocated among the Members TRA Parties in proportion to the respective amounts of Tax Benefit Payments that would have been determined under this Agreement if the Corporate Taxpayer Echo Group had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Members the aggregate Tax Benefit Payments under this Agreement 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 Corporate Taxpayer and the Members for each Member to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such Member had this Section 3.03(a) never operated. (b) After taking into account Section 3.03(a), if for any reason the Corporate Taxpayer Company does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer Company and the Members TRA Parties agree that (i) the Corporate Taxpayer Company shall pay the same proportion of each Tax Benefit Payment due to each Person due a payment under this Agreement 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 the Corporate Taxpayer Company makes a payment to a Member TRA Party in respect of a particular Taxable Year under Section 3.01(a) of this Agreement (taking into account Section 3.03(a) and (b), but excluding payments attributable to Interest Additional Amounts) in an amount in excess of the amount of such payment that should have been made to such Member TRA Party in respect of such Taxable Year, then (i) such Member TRA Party shall not receive further payments under Section 3.01(a) until such Member TRA Party has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer Company shall pay the amount of such MemberTRA Party’s foregone payments to the other Members TRA Parties in a manner such that each of the other MembersTRA Parties, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a) of this Agreement (excluding payments attributable to Interest Additional Amounts) in the amount it would have received if there had been no excess payment to such MemberTRA Party. (d) Notwithstanding anything in Section 3.01 to the contrary, during any Taxable Period in which Change is a member of the Echo Group (an “Actual Consolidation Period”), to the extent that the aggregate tax benefit of the Echo Group resulting from (x) the Transferred Basis, the Basis Adjustments or Imputed Interest and (y) Tax Assets or Payment Deductions (as defined in the Change TRA), is limited in a particular Taxable Year because the Echo Group does not have sufficient taxable income, the limitation on the tax benefit for the Echo Group shall be allocated among this Agreement and the Change TRA (and among all parties eligible for payments under each) in proportion to the respective amounts of Tax Benefit Payments (as defined in this Agreement and the Change TRA) that would have been determined under the this Agreement and the Change TRA (and allocated among such parties) if the Echo Group had sufficient taxable income so that there were no such limitation. (e) Notwithstanding anything in Section 3.01 to the contrary, during any taxable period in which Change is not a member of the Echo Group (a “Hypothetical Consolidation Period”), if the amount of the Tax Benefit Payment (as defined in this Agreement and the Change TRA) that would have been determined either under this Agreement or the Change TRA, as the case may be, would have been larger if such taxable period were an Actual Consolidation Period (as determined after the application of Section 3.03(d)), then the Tax Benefit Payments to be made under this Agreement and the Change TRA shall be determined by (i) the Echo Group and Change determining the Tax Benefit Payments (as defined in this Agreement and the Change TRA) that would have been payable if Change were a member of the Echo Group for such Hypothetical Consolidation Period and (ii) then applying Section 3.03(d) in respect of such Tax Benefit Payments such that the Echo Group and Change are not required to pay, collectively, an amount in excess of the amount they would pay, collectively, absent this Section 3.03(e). (f) If for any reason the Company does not fully satisfy its payment obligations to make all Tax Benefit Payments due under the Tax Receivable Agreements in respect of a particular Taxable Year, (i) Change and the Company, respectively, shall pay the same proportion of each Tax Benefit Payment due under each of this Agreement and the Change TRA 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 under either this Agreement or the Change TRA until all Tax Benefit Payments in respect of prior Taxable Years have been made in full under both this Agreement and the Change TRA. (g) To the extent the Company or Change makes a payment to a TRA Party under this Agreement or to the Change Shareholders (as defined in the Change TRA) under the Change TRA, respectively, in an amount in excess of the amount of such payment that should have been made to such Person (an “Overpaid Party”) in respect of such Taxable Year, then (i) the Overpaid Party shall not receive further payments under this Agreement or the Change TRA, as applicable, until the Overpaid Party has foregone an amount of payments equal to such excess and (ii) the Company or Change, as applicable, shall cause the amount of the Overpaid Party’s foregone payments to be paid to the other Person (the “Underpaid Party”), to the maximum extent possible, until the Underpaid Party shall have received aggregate payments under this Agreement in the amount it would have received if there had been no excess payment to the Overpaid Party. (h) The parties hereto agree that the parties to the Change TRA are expressly made third party beneficiaries of the provisions of this Section 3.03.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate amount of the tax benefit of to the Corporate Taxpayer’s Corporation from the reduction in Tax liability as a result of the Basis Adjustments and Imputed Interest under this Agreement Blocker Pre-BCA Covered Tax Assets or the Exchange Covered Tax Assets is limited in a particular Taxable Year because the Corporate Taxpayer Corporation does not have sufficient taxable income to fully utilize available deductions and other attributes, the limitation on the tax benefit aggregate Net Tax Benefit for the Corporate Taxpayer such Taxable Year shall be allocated among the Members deemed Attributable to each TRA Party for purposes of Section 3.1(b) in proportion to the respective amounts portion of such Net Tax Benefit Payments that would have been determined be Attributable to such TRA Party under this Agreement Section 3.1(b) if the Corporate Taxpayer Corporation had sufficient taxable income so that there were no such limitation; provided, that that, for the avoidance of doubt, for purposes of allocating among the Members TRA Parties the aggregate Net Tax Benefit Payments under this Agreement with respect to any Taxable Year, the operation of this Section 3.03(a3.3(a) with respect to any prior Taxable Year Years shall be taken into accountaccount so as to eliminate as quickly as possible, it proportionately, the difference with respect to each TRA Party between (i) the aggregate Net Tax Benefit that would be Attributable to such TRA Party under Section 3.1(b) with respect to each such Taxable Year (on a cumulative basis) if the Corporation had sufficient taxable income so that there were no limitation under this Section 3.3(a) and (ii) the actual aggregate Net Tax Benefit deemed Attributable to such TRA Party under Section 3.1(b) with respect to each such Taxable Year (on a cumulative basis) by operation of this Section 3.3(a). Consistent with the foregoing, the Attribute Schedule for a given Taxable Year shall reflect the operation of this Section 3.3(a) in respect of previous Taxable Years, with the Blocker Pre-BCA Covered Tax Assets and Exchange Covered Tax Assets described in such Attribute Schedule that are Attributable to a TRA Party being adjusted to reflect payments received in respect of such Blocker Pre-BCA Covered Tax Assets and Exchange Covered Tax Assets (the intention of the Corporate Taxpayer AmericasActive:18057467.3 Parties being to avoid duplicative payments and maintain records sufficient to allow the Members for each Member Corporation to receive, in the aggregate, allocate Tax Benefit Payments in proportion to consistent with the aggregate Net Tax Benefits Attributable to such Member had terms of this Section 3.03(a) never operated3.3(a)). (b) After taking into account Section 3.03(a3.3(a), if for any reason the Corporate Taxpayer Corporation does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable YearYear (for example, as a result of having insufficient cash to make the Tax Benefit Payments due hereunder), then the Corporate Taxpayer Corporation and the Members TRA Parties agree that (i) the Corporate Taxpayer Corporation shall pay make payments due hereunder to the TRA Parties in respect of a Taxable Year in the same proportion of each Tax Benefit Payment due under this Agreement as such payments would have been made if the relevant payment had been made in respect of such Taxable Year, without favoring one obligation over full by the otherCorporation, 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 fullpaid. (c) To the extent the Corporate Taxpayer Corporation makes a payment to a Member TRA Party in respect of a particular Taxable Year under Section 3.01(a3.1(a) of this Agreement (taking into account Section 3.03(aSections 3.3(a) and (b), but excluding payments attributable to Interest Amounts) in an amount in excess of the amount of such payment that should have been made to such Member the TRA Party in respect of such Taxable Year, then (i) such Member the TRA Party shall not receive further payments under Section 3.01(a3.1(a) until such Member the TRA Party has foregone forgone an amount of payments equal to such excess and (ii) the Corporate Taxpayer Corporation shall pay the amount of such Memberthe TRA Party’s foregone forgone payments to other TRA Parties (to the other Members extent applicable) in a manner such that each of the other MembersTRA Parties, to the maximum extent possible, shall have received aggregate payments under Section 3.01(aSections 3.1(a) of this Agreement and (excluding payments attributable to Interest Amountsb) in the amount it would have received if there had been no excess payment to such Memberthe TRA Party.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate amount of the tax benefit of to the Corporate Taxpayer’s Group from the reduction in Tax liability Liability as a result of the Basis Adjustments Pre-IPO Covered Tax Assets and Imputed Interest under this Agreement the Exchange Covered Tax Assets is limited in a particular Taxable Year because the Corporate Taxpayer Group does not have sufficient taxable income to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer Net Tax Benefit giving rise to Tax Benefit Payments shall be allocated among the Members TRA Parties in proportion to the respective amounts of Tax Benefit Payments that would have been determined paid under this Agreement if the Corporate Taxpayer Group had sufficient taxable income so that there were no such limitation; provided, that that, for the avoidance of doubt, for purposes of allocating among the Members TRA Parties the aggregate Tax Benefit Payments payable under this Agreement with respect to any Taxable Year, the operation of this Section 3.03(a3.3(a) with respect to any prior Taxable Year Years shall be taken into account. Consistent with the foregoing, it the Attribute Schedule for a given Taxable Year shall reflect the operation of this Section 3.3(a) in respect of previous Taxable Years, with the Pre-IPO Covered Tax Assets and Exchange Covered Tax Assets described in such Attribute Schedule that are attributable to a TRA Party being adjusted to reflect payments received in respect of such Pre-IPO Covered Tax Assets and Exchange Covered Tax Assets (the intention of the Corporate Taxpayer parties being to avoid duplicative payments and maintain records sufficient to allow the Members for each Member Corporation to receive, in the aggregate, allocate Tax Benefit Payments in proportion to consistent with the aggregate Net Tax Benefits Attributable to such Member had terms of this Section 3.03(a) never operated3.3(a)). (b) After taking into account Section 3.03(a3.3(a), if for any reason the Corporate Taxpayer Corporation does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable YearYear (for example, as a result of having insufficient cash to make the Tax Benefit Payments due hereunder), then the Corporate Taxpayer Corporation and the Members TRA Parties agree that (i) the Corporate Taxpayer Corporation shall pay make payments due hereunder to the TRA Parties in respect of a Taxable Year in the same proportion of each Tax Benefit Payment due under this Agreement as such payments would have been made if the relevant payment had been made in respect of such Taxable Year, without favoring one obligation over full by the otherCorporation, 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 fullpaid. (c) To the extent the Corporate Taxpayer Corporation makes a payment to a Member TRA Party in respect of a particular Taxable Year under Section 3.01(a3.1(a) of this Agreement (taking into account Section 3.03(a3.3(a) and (b), but excluding payments attributable to Interest Amounts) in an amount in excess of the amount of such payment that should have been made to such Member the TRA Party in respect of such Taxable Year, then (i) such Member the TRA Party shall not receive further payments under Section 3.01(a3.1(a) until such Member the TRA Party has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer Corporation shall pay the amount of such Memberthe TRA Party’s foregone payments to other TRA Parties (to the other Members extent applicable) in a manner such that each of the other MembersTRA Parties, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a3.1(a) of this Agreement and (excluding payments attributable to Interest Amountsb) in the amount it would have received if there had been no excess payment to such Memberthe TRA Party.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate tax Tax benefit of the Corporate Taxpayer’s reduction in Taxpayer with respect to the Tax liability as a result of the Basis Adjustments and Imputed Interest under this Agreement Benefits is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income to fully utilize available deductions and other attributesincome, the limitation on the tax benefit Net Tax Benefit for the Corporate Taxpayer shall be allocated among the Members all parties eligible for a Tax Benefit Payment under this Agreement in proportion to the respective amounts of Net Tax Benefit Payments that would have been determined under this Agreement allocated to each party if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Members the aggregate Tax Benefit Payments under this Agreement 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 Corporate Taxpayer and the Members for each Member to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such Member had this Section 3.03(a) never operated. (b) After taking into account Section 3.03(a), if If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Members TRA Parties agree that (i) the Corporate Taxpayer shall pay the same proportion of each Tax Benefit Payment due Payments for such Taxable Year shall be allocated to all parties eligible to receive Tax Benefit Payments under this Agreement in respect of such Taxable YearYear in proportion to the amounts of Tax Benefit Payments, without favoring one obligation over respectively, that would have been made to each TRA Party if the other, Corporate Taxpayer had sufficient cash available to make such Tax Benefit Payments and (ii) no Tax Benefit Payment shall be made in respect of prior to making any Taxable Year until all Tax Benefit Payments in respect of any Taxable Year, all Tax Benefit Payments to all TRA Parties in respect of all prior Taxable Years have been shall be made in full. (c) To the extent ; provided, however, that any payments that were previously held by the Corporate Taxpayer makes a payment to a Member in respect on behalf of a particular Taxable Year under TRA Party and have now become due and payable pursuant to Section 3.01(a) of this Agreement (taking into account Section 3.03(a) and (b), but excluding payments attributable 3.4 shall be made prior to Interest Amounts) in excess of the amount of such payment that should have been made to such Member in respect of such Taxable Year, then (i) such Member shall not receive further payments under Section 3.01(a) until such Member has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer shall pay the amount of such Member’s foregone payments to the any other Members in a manner such that each of the other Members, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a) of this Agreement (excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such MemberTax Benefit Payments.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 to the contrary, to the extent that the aggregate tax Tax benefit of the Corporate Taxpayer’s reduction in Tax liability as a result of the Basis Adjustments and Imputed Interest under this 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 Tax benefit for the Corporate Taxpayer shall be allocated among the Members in proportion to the respective amounts of Tax Benefit Payments that would have been determined under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Members the aggregate Tax Benefit Payments under this Agreement 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 Corporate Taxpayer and the Members for each Member to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such Member had this Section 3.03(a) never operated. (b) After taking into account Section 3.03(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Members agree that (i) the Corporate Taxpayer shall pay the same proportion of each Tax Benefit Payment due under this Agreement 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 the Corporate Taxpayer makes a payment to a Member in respect of a particular Taxable Year under Section 3.01(a) of this Agreement (taking into account Section 3.03(a) and (b), but excluding payments attributable to Interest Amounts) in excess of the amount of such payment that should have been made to such Member in respect of such Taxable Year, then (i) such Member shall not receive further payments under Section 3.01(a) until such Member has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer shall pay the amount of such Member’s foregone payments to the other Members in a manner such that each of the other Members, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a) of this Agreement (excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such Member.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate amount of the tax benefit of to the Corporate Taxpayer’s Group and LLCs from the reduction in Tax liability Liability as a result of the Basis Adjustments Pre-IPO Covered Tax Assets and Imputed Interest under this Agreement the Exchange Covered Tax Assets is limited in a particular Taxable Year because the Corporate Taxpayer does Group and LLCs do not have sufficient taxable income to fully utilize available deductions and other attributes, the limitation on the tax benefit aggregate Net Tax Benefit for the Corporate Taxpayer such Taxable Year shall be allocated among the Members deemed Attributable to each TRA Party for purposes of Section 3.1(b) in proportion to the respective amounts portion of such Net Tax Benefit Payments that would have been determined be Attributable to such TRA Party under this Agreement Section 3.1(b) if the Corporate Taxpayer Group had sufficient taxable income so that there were no such limitation; provided, that that, for the avoidance of doubt, for purposes of allocating among the Members TRA Parties the aggregate Net Tax Benefit Payments under this Agreement with respect to any Taxable Year, the operation of this Section 3.03(a3.3(a) with respect to any prior Taxable Year Years shall be taken into accountaccount so as to eliminate as quickly as possible, it proportionately, the difference with respect to each TRA Party between (i) the aggregate Net Tax Benefit that would be Attributable to such TRA Party under Section 3.1(b) with respect to each such Taxable Year (on a cumulative basis) if the Corporate Group had sufficient taxable income so that there were no limitation under this clause (a) and (ii) the actual aggregate Net Tax Benefit deemed Attributable to such TRA Party under Section 3.1(b) with respect to each such Taxable Year (on a cumulative basis) by operation of this clause (a). Consistent with the foregoing, the Attribute Schedule for a given Taxable Year shall reflect the operation of this Section 3.3(a) in respect of previous Taxable Years, with the Pre-IPO Covered Tax Assets and Exchange Covered Tax Assets described in such Attribute Schedule that are attributable to a TRA Party being adjusted to reflect payments received in respect of such Pre-IPO Covered Tax Assets and Exchange Covered Tax Assets (the intention of the Corporate Taxpayer parties being to avoid duplicative payments and maintain records sufficient to allow the Members for each Member Corporation to receive, in the aggregate, allocate Tax Benefit Payments in proportion to consistent with the aggregate Net Tax Benefits Attributable to such Member had terms of this Section 3.03(a) never operated3.3(a)). (b) After taking into account Section 3.03(a3.3(a), if for any reason the Corporate Taxpayer Corporation does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable YearYear (for example, as a result of having insufficient cash to make the Tax Benefit Payments due hereunder), then the Corporate Taxpayer Corporation and the Members TRA Parties agree that (i) the Corporate Taxpayer Corporation shall pay make payments due hereunder to the TRA Parties in respect of a Taxable Year in the same proportion of each Tax Benefit Payment due under this Agreement as such payments would have been made if the relevant payment had been made in respect of such Taxable Year, without favoring one obligation over full by the otherCorporation, 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 fullpaid. (c) To the extent the Corporate Taxpayer Corporation makes a payment to a Member TRA Party in respect of a particular Taxable Year under Section 3.01(a3.1(a) of this Agreement (taking into account Section 3.03(a3.3(a) and (b), but excluding payments attributable to Interest Amounts) in an amount in excess of the amount of such payment that should have been made to such Member the TRA Party in respect of such Taxable Year, then (i) such Member the TRA Party shall not receive further payments under Section 3.01(a3.1(a) until such Member the TRA Party has foregone forgone an amount of payments equal to such excess and (ii) the Corporate Taxpayer Corporation shall pay the amount of such Memberthe TRA Party’s foregone forgone payments to other TRA Parties (to the other Members extent applicable) in a manner such that each of the other MembersTRA Parties, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a3.1(a) of this Agreement and (excluding payments attributable to Interest Amountsb) in the amount it would have received if there had been no excess payment to such Memberthe TRA Party.

Pro Rata Payments. (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 and Imputed Interest under this 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 Members in proportion to the respective amounts of Tax Benefit Payments that would have been determined under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Members the aggregate Tax Benefit Payments under this Agreement 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 Corporate Taxpayer and the Members for each Member to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such Member had this Section 3.03(a) never operated. (b) After taking into account Section 3.03(a), if If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Members TRA Holders agree that (i) the Corporate Taxpayer shall pay the same proportion of each Tax Benefit Payment due under this Agreement to each Person due a payment hereunder 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. (cb) To the extent the Corporate Taxpayer makes a payment to a Member TRA Holder in respect of a particular Taxable Year under Section 3.01(a3.1(a) of this Agreement (taking into account Section 3.03(a) and (b3.3(b), but excluding payments attributable to Interest Accrued Amounts) in an amount in excess of the amount of such payment that should have been made to such Member TRA Holder in respect of such Taxable Year, then (i) such Member TRA Holder shall not receive further payments under Section 3.01(a3.1(a) until such Member TRA Holder has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer shall pay the amount of such MemberTRA Holder’s foregone payments to the other Members TRA Holders in a manner such that each of the other MembersTRA Holders, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a3.1(a) of this Agreement (in each case, taking into account Section 3.3(b) of this Agreement, but excluding payments attributable to Interest Accrued Amounts) in the amount it would have received if there had been no excess payment to such MemberTRA Holder.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate tax Tax benefit of the Corporate Taxpayer’s Taxpayer from the reduction in actual Tax liability as a result of the Basis Adjustments Pre-IPO Covered Tax Assets and Imputed Interest under this Agreement Exchange Covered Tax Assets 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 Net Tax Benefit for the Corporate Taxpayer shall be allocated among the Members TRA Parties in proportion to the respective amounts of Tax Benefit Payments that would have been determined paid to each TRA Party under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; providedprovided that, that for the avoidance of doubt, for purposes of allocating among the Members TRA Parties the aggregate Tax Benefit Payments payable under this Agreement with respect to any Taxable Year, the operation of this Section 3.03(a3.3(a) with respect to any prior Taxable Year Years shall be taken into account. Consistent with the foregoing, it the Attribute Schedule for a given Taxable Year shall reflect the operation of this Section 3.3(a) in respect of previous Taxable Years, with the Pre-IPO Covered Tax Assets and Exchange Covered Tax Assets described in such Attribute Schedule that are attributable to a TRA Party being adjusted to reflect payments received in respect of such Pre-IPO Covered Tax Assets and Exchange Covered Tax Assets (the intention of the parties being to avoid duplicative payments and maintain records sufficient to allow the Corporate Taxpayer and the Members for each Member to receive, in the aggregate, allocate Tax Benefit Payments in proportion to consistent with the aggregate Net Tax Benefits Attributable to such Member had terms of this Section 3.03(a) never operated3.3(a)). (b) After taking into account Section 3.03(a3.3(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable YearYear (for example, as a result of having insufficient cash to make the Tax Benefit Payments due hereunder), then the Corporate Taxpayer and the Members TRA Parties agree that (i) the Corporate Taxpayer shall pay make payments due hereunder to the TRA Parties in respect of a Taxable Year in the same proportion of each Tax Benefit Payment due under this Agreement as such payments would have been made if the relevant payment had been made in respect of such Taxable Year, without favoring one obligation over full by the other, Corporate Taxpayer 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 the Corporate Taxpayer makes a payment to a Member in respect of a particular Taxable Year under Section 3.01(a) of this Agreement (taking into account Section 3.03(a) and (b), but excluding payments attributable to Interest Amounts) in excess of the amount of such payment that should have been made to such Member in respect of such Taxable Year, then (i) such Member shall not receive further payments under Section 3.01(a) until such Member has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer shall pay the amount of such Member’s foregone payments to the other Members in a manner such that each of the other Members, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a) of this Agreement (excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such Member.

Pro Rata Payments. (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 and Imputed Interest under this 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 Members in proportion to the respective amounts of Tax Benefit Payments that would have been determined under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Members the aggregate Tax Benefit Payments under this Agreement 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 Corporate Taxpayer and the Members for each Member to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such Member had this Section 3.03(a) never operated. (b) After taking into account Section 3.03(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Members agree that (i) the Corporate Taxpayer shall pay the same proportion of each Tax Benefit Payment due under this Agreement 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 the Corporate Taxpayer makes a payment to a Member in respect of a particular Taxable Year under Section 3.01(a) of this Agreement (taking into account Section 3.03(a) and (b), but excluding payments attributable to Interest Amounts) in excess of the amount of such payment that should have been made to such Member in respect of such Taxable Year, then (i) such Member shall not receive further payments under Section 3.01(a) until such Member has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer shall pay the amount of such Member’s foregone payments to the other Members in a manner such that each of the other Members, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a) of this Agreement (excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such Member.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate amount of the tax benefit of to the Corporation or the Corporate Taxpayer’s Group from the reduction in Tax liability Liability as a result of the Basis Adjustments and Imputed Interest under this Agreement Covered Tax Assets is limited in a particular Taxable Year because the Corporation or the Corporate Taxpayer Group does not have sufficient taxable income to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer Net Tax Benefit giving rise to Tax Benefit Payments shall be allocated among the Members TRA Parties in proportion to the respective amounts of Tax Benefit Payments that would have been determined paid under this Agreement if the Corporation or the Corporate Taxpayer Group, as applicable, had sufficient taxable income so that there were no such limitation; provided, that that, for the avoidance of doubt, for purposes of allocating among the Members TRA Parties the aggregate Tax Benefit Payments payable under this Agreement with respect to any Taxable Year, the operation of this Section 3.03(a3.3(a) with respect to any prior Taxable Year Years shall be taken into account. Consistent with the foregoing, it the Attribute Schedule for a given Taxable Year shall reflect the operation of this Section 3.3(a) in respect of previous Taxable Years, with the Covered Tax Assets described in such Attribute Schedule that are attributable to a TRA Party being adjusted to reflect payments received in respect of such Covered Tax Assets (the intention of the Corporate Taxpayer parties being to avoid duplicative payments and maintain records sufficient to allow the Members for each Member Corporation to receive, in the aggregate, allocate Tax Benefit Payments in proportion to consistent with the aggregate Net Tax Benefits Attributable to such Member had terms of this Section 3.03(a) never operated3.3(a)). (b) After taking into account Section 3.03(a3.3(a), if for any reason the Corporate Taxpayer Corporation does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable YearYear (for example, as a result of having insufficient cash to make the Tax Benefit Payments due hereunder), then the Corporate Taxpayer Corporation and the Members TRA Parties agree that (i) the Corporate Taxpayer Corporation shall pay make payments due hereunder to the TRA Parties in respect of a Taxable Year in the same proportion of each Tax Benefit Payment due under this Agreement as such payments would have been made if the relevant payment had been made in respect of such Taxable Year, without favoring one obligation over full by the otherCorporation, 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 fullpaid. (c) To the extent the Corporate Taxpayer Corporation makes a payment to a Member TRA Party in respect of a particular Taxable Year under Section 3.01(a3.1(a) of this Agreement (taking into account Section 3.03(a3.3(a) and (b), but excluding payments attributable to Interest Amounts) in an amount in excess of the amount of such payment that should have been made to such Member the TRA Party in respect of such Taxable Year, then (i) such Member the TRA Party shall not receive further payments under Section 3.01(a3.1(a) until such Member the TRA Party has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer Corporation shall pay the amount of such Memberthe TRA Party’s foregone payments to other TRA Parties (to the other Members extent applicable) in a manner such that each of the other MembersTRA Parties, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a3.1(a) of this Agreement and (excluding payments attributable to Interest Amountsb) in the amount it would have received if there had been no excess payment to such Memberthe TRA Party.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 to the contrary, to the extent that the aggregate tax Tax benefit of the Corporate Taxpayer’s reduction in Tax liability as a result of the Basis Adjustments and Imputed Interest Tax Attributes under this 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 Tax benefit for the Corporate Taxpayer shall be allocated among the Members TRA Parties in proportion to the respective amounts of Tax Benefit Payments that would have been determined under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Members TRA Parties the aggregate Tax Benefit Payments under this Agreement 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 Corporate Taxpayer and the Members TRA Parties for each Member TRA Party to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such Member TRA Party had this Section 3.03(a) never operated. (b) After taking into account Section 3.03(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Members TRA Parties agree that (i) the Corporate Taxpayer shall pay the same proportion of each Tax Benefit Payment due under this Agreement 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 the Corporate Taxpayer makes a payment to a Member TRA Party in respect of a particular Taxable Year under Section 3.01(a) of this Agreement (taking into account Section 3.03(a) and (b), but excluding payments attributable to Interest Amounts) in excess of the amount of such payment that should have been made to such Member TRA Party in respect of such Taxable Year, then (i) such Member TRA Party shall not receive further payments under Section 3.01(a) until such Member TRA Party has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer shall pay the amount of such MemberTRA Party’s foregone payments to the other Members TRA Parties in a manner such that each of the other MembersTRA Parties, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a) of this Agreement (excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such MemberTRA Party.

Pro Rata Payments. (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 to the Corporation from the reduction in Tax liability Liability as a result of the Basis Adjustments Pre-Reorganization Covered Tax Assets and Imputed Interest under this Agreement the Exchange Covered Tax Assets is limited in a particular Taxable Year because the Corporate Taxpayer Corporation does not have sufficient taxable income to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer Net Tax Benefit giving rise to Tax Benefit Payments shall be allocated among the Members TRA Parties in proportion to the respective amounts of Tax Benefit Payments that would have been determined paid under this Agreement if the Corporate Taxpayer Corporation had sufficient taxable income so that there were no such limitation; provided, that that, for the avoidance of doubt, for purposes of allocating among the Members TRA Parties the aggregate Tax Benefit Payments payable under this Agreement with respect to any Taxable Year, the operation of this Section 3.03(a3.3(a) with respect to any prior Taxable Year Years shall be taken into account. Consistent with the foregoing, it the Attribute Schedule for a given Taxable Year shall reflect the operation of this Section 3.3(a) in respect of previous Taxable Years, with the Pre-Reorganization Covered Tax Assets and Exchange Covered Tax Assets described in such Attribute Schedule that are attributable to a TRA Party being adjusted to reflect payments received in respect of such Pre-Reorganization Covered Tax Assets and Exchange Covered Tax Assets (the intention of the Corporate Taxpayer parties being to avoid duplicative payments and maintain records sufficient to allow the Members for each Member Corporation to receive, in the aggregate, allocate Tax Benefit Payments in proportion to consistent with the aggregate Net Tax Benefits Attributable to such Member had terms of this Section 3.03(a) never operated3.3(a)). (b) After taking into account Section 3.03(a3.3(a), if for any reason the Corporate Taxpayer Corporation does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable YearYear (for example, as a result of having insufficient cash to make the Tax Benefit Payments due hereunder), then the Corporate Taxpayer Corporation and the Members TRA Parties agree that (i) the Corporate Taxpayer Corporation shall pay make payments due hereunder to the TRA Parties in respect of a Taxable Year in the same proportion of each Tax Benefit Payment due under this Agreement as such payments would have been made if the relevant payment had been made in respect of such Taxable Year, without favoring one obligation over full by the otherCorporation, 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 fullpaid. (c) To the extent the Corporate Taxpayer Corporation makes a payment to a Member TRA Party in respect of a particular Taxable Year under Section 3.01(a3.1(a) of this Agreement (taking into account Section 3.03(a3.3(a) and (b), but excluding payments attributable to Interest Amounts) in an amount in excess of the amount of such payment that should have been made to such Member the TRA Party in respect of such Taxable Year, then (i) such Member the TRA Party shall not receive further payments under Section 3.01(a3.1(a) until such Member the TRA Party has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer Corporation shall pay the amount of such Memberthe TRA Party’s foregone payments to other TRA Parties (to the other Members extent applicable) in a manner such that each of the other MembersTRA Parties, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a3.1(a) of this Agreement and (excluding payments attributable to Interest Amountsb) in the amount it would have received if there had been no excess payment to such Memberthe TRA Party.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate amount of the tax benefit of to the Corporate Taxpayer’s Group and the LLC from the reduction in Tax liability Liability as a result of the Basis Adjustments Blocker Pre-IPO Covered Tax Assets and Imputed Interest under this Agreement the Exchange Covered Tax Assets is limited in a particular Taxable Year because the Corporate Taxpayer does Group and LLC do not have sufficient taxable income to fully utilize available deductions and other attributes, the limitation on the tax benefit aggregate Net Tax Benefit for the Corporate Taxpayer such Taxable Year shall be allocated among the Members deemed Attributable to each TRA Party for purposes of Section 3.1(b) in proportion to the respective amounts portion of such Net Tax Benefit Payments that would have been determined be Attributable to such TRA Party under this Agreement Section 3.1(b) if the Corporate Taxpayer Group had sufficient taxable income so that there were no such limitation; provided, that that, for the avoidance of doubt, for purposes of allocating among the Members TRA Parties the aggregate Net Tax Benefit Payments under this Agreement with respect to any Taxable Year, the operation of this Section 3.03(a3.3(a) with respect to any prior Taxable Year Years shall be taken into accountaccount so as to eliminate as quickly as possible, it proportionately, the difference with respect to each TRA Party between (i) the aggregate Net Tax Benefit that would be Attributable to such TRA Party under Section 3.1(b) with respect to each such Taxable Year (on a cumulative basis) if the Corporate Group had sufficient taxable income so that there were no limitation under this clause (a) and (ii) the actual aggregate Net Tax Benefit deemed Attributable to such TRA Party under Section 3.1(b) with respect to each such Taxable Year (on a cumulative basis) by operation of this clause (a). Consistent with the foregoing, the Attribute Schedule for a given Taxable Year shall reflect the operation of this Section 3.3(a) in respect of previous Taxable Years, with the Blocker Pre-IPO Covered Tax Assets and Exchange Covered Tax Assets described in such Attribute Schedule that are attributable to a TRA Party being adjusted to reflect payments received in respect of such Blocker Pre-IPO Covered Tax Assets and Exchange Covered Tax Assets (the intention of the Corporate Taxpayer parties being to avoid duplicative payments and maintain records sufficient to allow the Members for each Member Corporation to receive, in the aggregate, allocate Tax Benefit Payments in proportion to consistent with the aggregate Net Tax Benefits Attributable to such Member had terms of this Section 3.03(a) never operated3.3(a)). (b) After taking into account Section 3.03(a3.3(a), if for any reason the Corporate Taxpayer Corporation does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable YearYear (for example, as a result of having insufficient cash to make the Tax Benefit Payments due hereunder), then the Corporate Taxpayer Corporation and the Members TRA Parties agree that (i) the Corporate Taxpayer Corporation shall pay make payments due hereunder to the TRA Parties in respect of a Taxable Year in the same proportion of each Tax Benefit Payment due under this Agreement as such payments would have been made if the relevant payment had been made in respect of such Taxable Year, without favoring one obligation over full by the otherCorporation, 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 fullpaid. (c) To the extent the Corporate Taxpayer Corporation makes a payment to a Member TRA Party in respect of a particular Taxable Year under Section 3.01(a3.1(a) of this Agreement (taking into account Section 3.03(a3.3(a) and (b), but excluding payments attributable to Interest Amounts) in an amount in excess of the amount of such payment that should have been made to such Member the TRA Party in respect of such Taxable Year, then (i) such Member the TRA Party shall not receive further payments under Section 3.01(a3.1(a) until such Member the TRA Party has foregone forgone an amount of payments equal to such excess and (ii) the Corporate Taxpayer Corporation shall pay the amount of such Memberthe TRA Party’s foregone forgone payments to other TRA Parties (to the other Members extent applicable) in a manner such that each of the other MembersTRA Parties, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a3.1(a) of this Agreement and (excluding payments attributable to Interest Amountsb) in the amount it would have received if there had been no excess payment to such Memberthe TRA Party.

Pro Rata Payments. (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 and Imputed Interest under this 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 Members in proportion to the respective amounts of Tax Benefit Payments that would have been determined under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Members the aggregate Tax Benefit Payments under this Agreement 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 Corporate Taxpayer and the Members for each Member to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such Member had this Section 3.03(a) never operated. (b) After taking into account Section 3.03(a), if If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Members agree that (i) the Corporate Taxpayer shall will pay the same proportion of each Tax Benefit Payment due to each TRA Holder to whom a payment is due under this Agreement 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. (cb) To the extent the Corporate Taxpayer makes a payment to a Member TRA Holder in respect of a particular Taxable Year under Section 3.01(a3.1(a) of this Agreement (taking into account Section 3.03(a) and (b3.3(a), but excluding payments attributable to Interest Accrued Amounts) in an amount in excess of the amount of such payment that should have been made to such Member TRA Holder in respect of such Taxable Year, then (i) such Member TRA Holder shall not receive further payments under Section 3.01(a3.1(a) until such Member TRA Holder has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer shall will pay the amount of such MemberTRA Holder’s foregone payments to the other Members TRA Holders to whom a payment is due under this Agreement in a manner such that each of the other Memberssuch TRA Holder to whom a payment is due under this Agreement, to the maximum extent possible, shall have received receives aggregate payments under Section 3.01(a3.1(a) of this Agreement (taking into account Section 3.3(a), but excluding payments attributable to Interest Accrued Amounts) in the amount it would have received if there had been no excess payment to such MemberTRA Holder.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 to the contrary, to the extent that the aggregate tax Tax benefit of the Corporate Taxpayer’s reduction in Tax liability as a result of the Basis Adjustments and Imputed Interest under this 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 Tax benefit for the Corporate Taxpayer shall be allocated among the Members in proportion to the respective amounts of Tax Benefit Payments that would have been determined under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Members the aggregate Tax Benefit Payments under this Agreement 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 Corporate Taxpayer and the Members for each Member to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such Member had this Section 3.03(a) never operated. (b) After taking into account Section 3.03(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Members agree that (i) the Corporate Taxpayer shall pay the same proportion of each Tax Benefit Payment due under this Agreement 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 the Corporate Taxpayer makes a payment to a Member in respect of a particular Taxable Year under Section 3.01(a) of this Agreement (taking into account Section 3.03(a) and (b), but excluding payments attributable to Interest Amounts) in excess of the amount of such payment that should have been made to such Member in respect of such Taxable Year, then (i) such Member shall not receive further payments under Section 3.01(a) until such Member has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer shall pay the amount of such Member’s foregone payments to the other Members in a manner such that each of the other Members, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a) of this Agreement (excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such Member.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate amount of the tax benefit of to the Corporate Taxpayer’s Corporation from the reduction in Tax liability as a result of the Basis Adjustments and Imputed Interest under this Agreement Blocker Pre-BCA Covered Tax Assets or the Exchange Covered Tax Assets is limited in a particular Taxable Year because the Corporate Taxpayer Corporation does not have sufficient taxable income to fully utilize available deductions and other attributes, the limitation on the tax benefit aggregate Net Tax Benefit for the Corporate Taxpayer such Taxable Year shall be allocated among the Members deemed Attributable to each TRA Party for purposes of Section 3.1(b) in proportion to the respective amounts portion of such Net Tax Benefit Payments that would have been determined be Attributable to such TRA Party under this Agreement Section 3.1(b) if the Corporate Taxpayer Corporation had sufficient taxable income so that there were no such limitation; provided, that that, for the avoidance of doubt, for purposes of allocating among the Members TRA Parties the aggregate Net Tax Benefit Payments under this Agreement with respect to any Taxable Year, the operation of this Section 3.03(a3.3(a) with respect to any prior Taxable Year Years shall be taken into accountaccount so as to eliminate as quickly as possible, it being proportionately, the intention of the Corporate Taxpayer and the Members for difference with respect to each Member to receive, in the aggregate, Tax Benefit Payments in proportion to TRA Party between (i) the aggregate Net Tax Benefits Benefit that would be Attributable to such Member TRA Party under Section 3.1(b) with respect to each such Taxable Year (on a cumulative basis) if the Corporation had sufficient taxable income so that there were no limitation under this Section 3.03(a3.3(a) never operated. (b) After taking into account Section 3.03(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Members agree that (i) the Corporate Taxpayer shall pay the same proportion of each Tax Benefit Payment due under this Agreement 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 the Corporate Taxpayer makes a payment to a Member in respect of a particular Taxable Year under Section 3.01(a) of this Agreement (taking into account Section 3.03(a) and (b), but excluding payments attributable to Interest Amounts) in excess of the amount of such payment that should have been made to such Member in respect of such Taxable Year, then (i) such Member shall not receive further payments under Section 3.01(a) until such Member has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer actual aggregate Net Tax Benefit deemed Attributable to such TRA Party under Section 3.1(b) with respect to each such Taxable Year (on a cumulative basis) by operation of this this Section 3.3(a). Consistent with the foregoing, the Attribute Schedule for a given Taxable Year shall pay reflect the amount operation of this Section 3.3(a) in respect of previous Taxable Years, with the Blocker Pre-BCA Covered Tax Assets and Exchange Covered Tax Assets described in such Attribute Schedule that are Attributable to a TRA Party being adjusted to reflect payments received in respect of such Member’s foregone payments to Blocker Pre-BCA Covered Tax Assets and Exchange Covered Tax Assets (the other Members in a manner such that each intention of the other Members, parties being to avoid duplicative payments and maintain records sufficient to allow the maximum extent possible, shall have received aggregate payments under Section 3.01(a) Corporation to allocate Tax Benefit Payments consistent with the terms of this Agreement (excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such MemberSection 3.3(a)).

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate tax benefit Realized Tax Benefit of the Corporate Taxpayer’s reduction in Taxpayer with respect to the Tax liability as a result of the Basis Adjustments and Imputed Interest under this Agreement Attributes is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income to fully utilize available deductions and other attributesincome, the limitation on the tax benefit Net Tax Benefit for the Corporate Taxpayer that Taxable Year shall be allocated among the Members all parties then-eligible to receive Tax Benefit Payments under this Agreement in proportion to the respective amounts of Net Tax Benefit Payments for that Taxable Year, respectively, that would have been determined under this Agreement Attributable to each TRA Party if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that that, for the avoidance of doubt, for purposes of allocating among the Members TRA Parties the aggregate Net Tax Benefit Payments under this Agreement with respect to any Taxable Year, the operation of this Section 3.03(a) 3.3 with respect to any prior Taxable Year Years shall be taken into accountaccount so as to eliminate as quickly as possible, it being proportionately, the intention of the Corporate Taxpayer and the Members for difference with respect to each Member to receive, in the aggregate, Tax Benefit Payments in proportion to TRA Party between (i) the aggregate Net Tax Benefits Benefit that would be Attributable to such Member had this TRA Party under Section 3.03(a3.1(b) never operated. with respect to each such Taxable Year (bon a cumulative basis) After taking into account Section 3.03(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due had sufficient taxable income so that there were no limitation under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Members agree that clause (ia) the Corporate Taxpayer shall pay the same proportion of each Tax Benefit Payment due under this Agreement 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 the Corporate Taxpayer makes a payment to a Member in respect of a particular Taxable Year under Section 3.01(a) of this Agreement (taking into account Section 3.03(a) and (b), but excluding payments attributable to Interest Amounts) in excess of the amount of such payment that should have been made to such Member in respect of such Taxable Year, then (i) such Member shall not receive further payments under Section 3.01(a) until such Member has foregone an amount of payments equal to such excess and (ii) the actual aggregate Net Tax Benefit deemed Attributable to such TRA Party under Section 3.1(b) with respect to each such Taxable Year (on a cumulative basis) by operation of this clause (a). Consistent with the foregoing, the Tax Benefit Schedule for a given Taxable Year shall reflect the operation of this Section 3.3 in respect of previous Taxable Years, with Pre-Merger NOLs, Blocker Transferred Basis, Basis Adjustments and Imputed Interest described in such Tax Benefit Schedule that are attributable to a TRA Party being adjusted to reflect payments received in respect of such Pre-Merger NOLs, Blocker Transferred Basis, Basis Adjustments and Imputed Interest (the intention of the parties being to avoid duplicative payments and maintain records sufficient to allow the Corporate Taxpayer to allocate Doc#: US1:14717400v22 Tax Benefit Payments consistent with the terms of this Section 3.3). For the avoidance of doubt, the determination of whether Tax Benefit Payments are held-back pursuant to Section 3.6, shall pay not be relevant in the amount determination of such Member’s foregone payments whether a Net Tax Benefit is eligible to be allocated to the other Members in a manner such that each of the other Members, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a) relevant TRA Party for purposes of this Agreement (excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such MemberSection 3.3.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate amount of the tax benefit of to the Corporate Taxpayer’s Corporation from the reduction in Tax liability as a result of the Basis Adjustments and Imputed Interest under this Agreement Blocker Pre-BCA Covered Tax Assets or the Exchange Covered Tax Assets is limited in a particular Taxable Year because the Corporate Taxpayer Corporation does not have sufficient taxable income to fully utilize available deductions and other attributes, the limitation on the tax benefit aggregate Net Tax Benefit for the Corporate Taxpayer such Taxable Year shall be allocated among the Members deemed Attributable to each TRA Party for purposes of Section 3.1(b) in proportion to the respective amounts portion of such Net Tax Benefit Payments that would have been determined be Attributable to such TRA Party under this Agreement Section 3.1(b) if the Corporate Taxpayer Corporation had sufficient taxable income so that there were no such limitation; provided, that that, for the avoidance of doubt, for purposes of allocating among the Members TRA Parties the aggregate Net Tax Benefit Payments under this Agreement with respect to any Taxable Year, the operation of this Section 3.03(a3.3(a) with respect to any prior Taxable Year Years shall be taken into accountaccount so as to eliminate as quickly as possible, it proportionately, the difference with respect to each TRA Party between (i) the aggregate Net Tax Benefit that would be Attributable to such TRA Party under Section 3.1(b) with respect to each such Taxable Year (on a cumulative basis) if the Corporation had sufficient taxable income so that there were no limitation under this Section 3.3(a) and (ii) the actual aggregate Net Tax Benefit deemed Attributable to such TRA Party under Section 3.1(b) with respect to each such Taxable Year (on a cumulative basis) by operation of this Section 3.3(a). Consistent with the foregoing, the Attribute Schedule for a given Taxable Year shall reflect the operation of this Section 3.3(a) in respect of previous Taxable Years, with the Blocker Pre-BCA Covered Tax Assets and Exchange Covered Tax Assets described in such Attribute Schedule that are Attributable to a TRA Party being adjusted to reflect payments received in respect of such Blocker Pre-BCA Covered Tax Assets and Exchange Covered Tax Assets (the intention of the Corporate Taxpayer parties being to avoid duplicative payments and maintain records sufficient to allow the Members for each Member Corporation to receive, in the aggregate, allocate Tax Benefit Payments in proportion to consistent with the aggregate Net Tax Benefits Attributable to such Member had terms of this Section 3.03(a) never operated3.3(a)). (b) After taking into account Section 3.03(a3.3(a), if for any reason the Corporate Taxpayer Corporation does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable YearYear (for example, as a result of having insufficient cash to make the Tax Benefit Payments due hereunder), then the Corporate Taxpayer Corporation and the Members TRA Parties agree that (i) the Corporate Taxpayer Corporation shall pay make payments due hereunder to the TRA Parties in respect of a Taxable Year in the same proportion of each Tax Benefit Payment due under this Agreement as such payments would have been made if the relevant payment had been made in respect of such Taxable Year, without favoring one obligation over full by the otherCorporation, 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 fullpaid. (c) To the extent the Corporate Taxpayer Corporation makes a payment to a Member TRA Party in respect of a particular Taxable Year under Section 3.01(a3.1(a) of this Agreement (taking into account Section 3.03(aSections 3.3(a) and (b), but excluding payments attributable to Interest Amounts) in an amount in excess of the amount of such payment that should have been made to such Member the TRA Party in respect of such Taxable Year, then (i) such Member the TRA Party shall not receive further payments under Section 3.01(a3.1(a) until such Member the TRA Party has foregone forgone an amount of payments equal to such excess and (ii) the Corporate Taxpayer Corporation shall pay the amount of such Memberthe TRA Party’s foregone forgone payments to other TRA Parties (to the other Members extent applicable) in a manner such that each of the other MembersTRA Parties, to the maximum extent possible, shall have received aggregate payments under Section 3.01(aSections 3.1(a) of this Agreement and (excluding payments attributable to Interest Amountsb) in the amount it would have received if there had been no excess payment to such Memberthe TRA Party.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate tax Tax benefit of the Corporate Taxpayer’s Taxpayer from the reduction in actual Tax liability as a result of the Basis Adjustments and Imputed Interest under this Agreement Covered Tax Assets 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 Net Tax Benefit for the Corporate Taxpayer shall be allocated among the Members TRA Parties in proportion to the respective amounts of Tax Benefit Payments that would have been determined paid to each TRA Party under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; providedprovided that, that for the avoidance of doubt, for purposes of allocating among the Members TRA Parties the aggregate Tax Benefit Payments payable under this Agreement with respect to any Taxable Year, the operation of this Section 3.03(a3.3(a) with respect to any prior Taxable Year Years shall be taken into account. Consistent with the foregoing, it the Attribute Schedule for a given Taxable Year shall reflect the operation of this Section 3.3(a) in respect of previous Taxable Years, with the Covered Tax Assets described in such Attribute Schedule that are attributable to a TRA Party being adjusted to reflect payments received in respect of such Covered Tax Assets (the intention of the parties being to avoid duplicative payments and maintain records sufficient to allow the Corporate Taxpayer and the Members for each Member to receive, in the aggregate, allocate Tax Benefit Payments in proportion to consistent with the aggregate Net Tax Benefits Attributable to such Member had terms of this Section 3.03(a) never operated3.3(a)). (b) After taking into account Section 3.03(a3.3(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable YearYear (for example, as a result of having insufficient cash to make the Tax Benefit Payments due hereunder), then the Corporate Taxpayer and the Members TRA Parties agree that (i) the Corporate Taxpayer shall pay make payments due hereunder to the TRA Parties in respect of a Taxable Year in the same proportion of each Tax Benefit Payment due under this Agreement as such payments would have been made if the relevant payment had been made in respect of such Taxable Year, without favoring one obligation over full by the other, Corporate Taxpayer 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 the Corporate Taxpayer makes a payment to a Member in respect of a particular Taxable Year under Section 3.01(a) of this Agreement (taking into account Section 3.03(a) and (b), but excluding payments attributable to Interest Amounts) in excess of the amount of such payment that should have been made to such Member in respect of such Taxable Year, then (i) such Member shall not receive further payments under Section 3.01(a) until such Member has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer shall pay the amount of such Member’s foregone payments to the other Members in a manner such that each of the other Members, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a) of this Agreement (excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such Member.

Pro Rata Payments. (a) Notwithstanding anything in Section ‎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 and Imputed Interest under this 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 Members in proportion to the respective amounts of Tax Benefit Payments that would have been determined under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Members the aggregate Tax Benefit Payments under this Agreement with respect to any Taxable Year, the operation of this Section ‎Section 3.03(a) with respect to any prior Taxable Year shall be taken into account, it being the intention of the Corporate Taxpayer and the Members for each Member to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such Member had this Section ‎Section 3.03(a) never operated. (b) After taking into account Section ‎Section 3.03(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Members agree that (i) the Corporate Taxpayer shall pay the same proportion of each Tax Benefit Payment due under this Agreement 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 the Corporate Taxpayer makes a payment to a Member in respect of a particular Taxable Year under Section ‎Section 3.01(a) of this Agreement (taking into account Section ‎Section 3.03(a) and (b‎(b), but excluding payments attributable to Interest Amounts) in excess of the amount of such payment that should have been made to such Member in respect of such Taxable Year, then (i) such Member shall not receive further payments under Section ‎Section 3.01(a) until such Member has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer shall pay the amount of such Member’s foregone payments to the other Members in a manner such that each of the other Members, to the maximum extent possible, shall have received aggregate payments under Section ‎Section 3.01(a) of this Agreement (excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such Member.

Pro Rata Payments. (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 reduction in Tax liability as a result of the Basis Adjustments and Imputed Interest under tax benefit subject to this Agreement is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income in such Taxable Year to fully utilize available deductions and other attributes, the limitation on the tax benefit Net Tax Benefit for the Corporate Taxpayer that Taxable Year shall be allocated among the Members all Persons eligible for payments under this Agreement in proportion to the respective amounts of Net Tax Benefit Payments that would have been determined under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there were was no such limitation; provided, that for purposes of allocating among the Members the aggregate Tax Benefit Payments under this Agreement 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 Corporate Taxpayer and the Members for each Member to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such Member had this Section 3.03(a) never operated. (b) After taking into account Section 3.03(a3.3(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Members agree that (i) the Corporate Taxpayer shall will pay the same proportion of each Tax Benefit Payment due to each Person to whom a payment is due under this Agreement in respect of such Taxable Year(provided, without favoring one obligation over the other, and (ii) that 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) (provided, that 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 the Corporate Taxpayer makes a payment to a Member TRA Holder in respect of a particular Taxable Year under Section 3.01(a3.1(a) of this Agreement (taking into account Section 3.03(a3.3(a) and (bSection 3.3(b), but excluding payments attributable to Interest Accrued Amounts) in an amount in excess of the amount of such payment that should have been made to such Member TRA Holder in respect of such Taxable Year, then (i) such Member TRA Holder shall not receive further payments under Section 3.01(a3.1(a) until such Member TRA Holder has foregone an amount of payments equal to such excess and any Accrued Amount attributable to such excess and (ii) the Corporate Taxpayer shall will pay the amount of such MemberTRA Holder’s foregone payments (other than any foregone payments in respect of Accrued Amounts) to the other Members Persons to whom a payment is due under this Agreement (or if no such payments are due, shall retain such amounts for future payments when they become due) in a manner such that each of the other Memberssuch Person to whom a payment is due under this Agreement, to the maximum extent possible, shall have received receives aggregate payments under Section 3.01(a3.1(a) of this Agreement (in each case, taking into account Section 3.3(a) and Section 3.3(b), but excluding payments attributable to Interest Accrued Amounts) in the amount it would have received if there had been no excess payment to such MemberTRA Holder. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the TRA Holders shall not be required, under any circumstances, to return any portion of any Tax Benefit Payment previously paid by the Corporate Taxpayer to the TRA Holders.

Pro Rata Payments. EXECUTION DRAFT (a) Notwithstanding anything in Section 3.01 to the contrary, to the extent that the aggregate tax Tax benefit of the Corporate Taxpayer’s reduction in Tax liability as a result of the Basis Adjustments and Imputed Interest Tax Attributes under this 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 Tax benefit for the Corporate Taxpayer shall be allocated among the Members TRA Parties pro rata (in proportion to the respective amounts of Tax Benefit Payments that would have been determined under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Members the aggregate Tax Benefit Payments under this Agreement 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 Corporate Taxpayer and the Members for each Member to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such Member had this Section 3.03(a) never operated). (b) After taking into account Section 3.03(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Members TRA Parties agree that (i) the Corporate Taxpayer shall pay the same proportion of each Tax Benefit Payment due under this Agreement 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 the Corporate Taxpayer makes a payment to a Member TRA Party in respect of a particular Taxable Year under Section 3.01(a) of this Agreement (taking into account Section 3.03(a) and (b), but excluding payments attributable to Interest Amounts) in excess of the amount of such payment that should have been made to such Member TRA Party in respect of such Taxable Year, then (i) such Member TRA Party shall not receive further payments under Section 3.01(a) until such Member TRA Party has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer shall pay the amount of such MemberTRA Party’s foregone payments to the other Members TRA Parties in a manner such that each of the other MembersTRA Parties, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a) of this Agreement (excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such MemberTRA Party.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate tax benefit Realized Tax Benefit of the Corporate Taxpayer’s reduction in Taxpayer with respect to the Tax liability as a result of the Basis Adjustments and Imputed Interest under this Agreement Attributes is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income to fully utilize available deductions and other attributesincome, the limitation on the tax benefit Net Tax Benefit for the Corporate Taxpayer that Taxable Year shall be allocated among the Members all parties then-eligible to receive Tax Benefit Payments under this Agreement in proportion to the respective amounts of Net Tax Benefit Payments for that Taxable Year, respectively, that would have been determined under this Agreement Attributable to each TRA Party if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that that, for the avoidance of doubt, for purposes of allocating among the Members TRA Parties the aggregate Net Tax Benefit Payments under this Agreement with respect to any Taxable Year, the operation of this Section 3.03(a) 3.3 with respect to any prior Taxable Year Years shall be taken into accountaccount so as to eliminate as quickly as possible, it being proportionately, the intention of the Corporate Taxpayer and the Members for difference with respect to each Member to receive, in the aggregate, Tax Benefit Payments in proportion to TRA Party between (i) the aggregate Net Tax Benefits Benefit that would be Attributable to such Member had this TRA Party under Section 3.03(a3.1(b) never operated. with respect to each such Taxable Year (bon a cumulative basis) After taking into account Section 3.03(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due had sufficient taxable income so that there were no limitation under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Members agree that clause (ia) the Corporate Taxpayer shall pay the same proportion of each Tax Benefit Payment due under this Agreement 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 the Corporate Taxpayer makes a payment to a Member in respect of a particular Taxable Year under Section 3.01(a) of this Agreement (taking into account Section 3.03(a) and (b), but excluding payments attributable to Interest Amounts) in excess of the amount of such payment that should have been made to such Member in respect of such Taxable Year, then (i) such Member shall not receive further payments under Section 3.01(a) until such Member has foregone an amount of payments equal to such excess and (ii) the actual aggregate Net Tax Benefit deemed Attributable to such TRA Party under Section 3.1(b) with respect to each such Taxable Year (on a cumulative basis) by operation of this clause (a). Consistent with the foregoing, the Tax Benefit Schedule for a given Taxable Year shall reflect the operation of this Section 3.3 in respect of previous Taxable Years, with Pre-Merger NOLs, Blocker Transferred Basis, Basis Adjustments and Imputed Interest described in such Tax Benefit Schedule that are attributable to a TRA Party being adjusted to reflect payments received in respect of such Pre-Merger NOLs, Blocker Transferred Basis, Basis Adjustments and Imputed Interest (the intention of the parties being to avoid duplicative payments and maintain records sufficient to allow the Corporate Taxpayer to allocate Tax Benefit Payments consistent with the terms of this Section 3.3). For the avoidance of doubt, the determination of whether Tax Benefit Payments are held-back pursuant to Section 3.6, shall pay not be relevant in the amount determination of such Member’s foregone payments whether a Net Tax Benefit is eligible to be allocated to the other Members in a manner such that each of the other Members, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a) relevant TRA Party for purposes of this Agreement (excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such MemberSection 3.3.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 3.1 to the contrarycontrary but subject to Section 3.3(b), to the extent that the aggregate tax benefit Realized Tax Benefit of the Corporate Taxpayer’s reduction in Taxpayer with respect to the Tax liability as a result of the Basis Adjustments and Imputed Interest under this Agreement Attributes is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income to fully utilize available deductions and other attributesincome, the limitation on the tax benefit Net Tax Benefit for the Corporate Taxpayer shall be allocated among the Members all parties eligible for Tax Benefit Payments under this Agreement in proportion to the respective amounts of Net Tax Benefit Payments Benefit, respectively, that would have been determined under this Agreement Attributable to each TRA Party if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Members the aggregate Tax Benefit Payments under this Agreement 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 Corporate Taxpayer and the Members for each Member to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such Member had this Section 3.03(a) never operated. (b) After taking into account Upon reasonable notice to the Corporate Taxpayer, the TRA Party Representative may amend the ordering of Tax Attributes set forth in Section 3.03(a), if 3.3(a) for any reason Taxable Year(s) (or portion thereof) such that to the extent that the aggregate Realized Tax Benefit of the Corporate Taxpayer with respect to the Tax Attributes is limited in a particular Taxable Year because the Corporate Taxpayer does not fully satisfy its payment obligations to make all have sufficient taxable income, the Net Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Members agree that (i) for the Corporate Taxpayer shall pay be allocated (i) first, to the same proportion of each Tax Benefit Payment due under this Agreement in respect of such Taxable Year, without favoring one obligation over the other, and TRA Parties eligible for (iiA) no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments in respect of prior Taxable Years Blocker Transferred Basis (including any Imputed Interests with respect thereto), and (B), as determined by the TRA Party Representative, any of or none of Tax Benefit Payments in respect of IPO Basis, IPO Basis Adjustments, and/or Pre-Merger NOLs (including any Imputed Interest with respect thereto) in proportion to the amounts of Net Tax Benefit, respectively, that would have been made Attributable to each TRA Party in full. respect of Blocker Transferred Basis, IPO Basis, IPO Basis Adjustments, and/or Pre-Merger NOLs (cincluding any Imputed Interest with respect thereto) To the extent if the Corporate Taxpayer makes a payment had sufficient taxable income so that there was no such limitation, and (ii) second, to a Member the TRA Parties eligible for Tax Benefits Payments in respect of a particular Taxable Year under Section 3.01(a) of this Agreement Tax Attributes other than Blocker Transferred Basis, IPO Basis, IPO Basis Adjustments, and/or Pre-Merger NOLs (taking into account Section 3.03(a) and (b), but excluding payments attributable to including any Imputed Interest Amountswith respect thereto) in excess proportion to the amounts of the amount of such payment Net Tax Benefit, respectively, that should would have been made Attributable to such Member each TRA Party in respect of such Taxable Year, then (i) such Member shall not receive further payments under Section 3.01(a) until such Member has foregone an amount of payments equal to such excess and (ii) Tax Attributes if the Corporate Taxpayer had sufficient taxable income so that there was no such limitation. The TRA Party Representative shall pay also have the amount right to implement the amended ordering reflected in this Section 3.3(b) with respect to Tax Attributes that are Attributable to Blackstone Funds without affecting the ordering of such Member’s foregone payments Tax Attributes that are Attributable to the other Members in a manner such that each of the other Members, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a) of this Agreement (excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such MemberTRA Parties.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate tax Tax benefit of the Corporate Taxpayer’s Taxpayer from the reduction in actual Tax liability as a result of the Basis Adjustments and Imputed Interest under this Agreement Covered Tax Assets 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 Net Tax Benefit for the Corporate Taxpayer shall be allocated among the Members TRA Parties in proportion to the respective amounts of Tax Benefit Payments that would have been determined paid to each TRA Party under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; providedprovided that, that for the avoidance of doubt, for purposes of allocating among the Members TRA Parties the aggregate Tax Benefit Payments payable under this Agreement with respect to any Taxable Year, the operation of this Section 3.03(a3.3(a) with respect to any prior Taxable Year Years shall be taken into account. Consistent with the foregoing, it the Attribute Schedule for a given Taxable Year shall reflect the operation of this Section 3.3(a) in respect of previous Taxable Years, with the Covered Tax Assets described in such Attribute Schedule that are attributable to a TRA Party being adjusted to reflect payments received in respect of such Covered Tax Assets (the intention of the parties being to avoid duplicative payments and maintain records sufficient to allow the Corporate Taxpayer and the Members for each Member to receive, in the aggregate, allocate Tax Benefit Payments in proportion to consistent with the aggregate Net Tax Benefits Attributable to such Member had terms of this Section 3.03(a) never operated3.3(a)). (b) After taking into account Section 3.03(a3.3(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable YearYear (for example, as a result of having insufficient cash to make the Tax Benefit Payments due hereunder), then the Corporate Taxpayer and the Members TRA Parties agree that (i) the Corporate Taxpayer shall pay make payments due hereunder to the TRA Parties in respect of a Taxable Year in the same proportion of each Tax Benefit Payment due under this Agreement as such payments would have been made if the relevant payment had been made in respect of such Taxable Year, without favoring one obligation over full by the other, Corporate Taxpayer 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 the Corporate Taxpayer makes a payment to a Member in respect of a particular Taxable Year under Section 3.01(a) of this Agreement (taking into account Section 3.03(a) and (b), but excluding payments attributable to Interest Amounts) in excess of the amount of such payment that should have been made to such Member in respect of such Taxable Year, then (i) such Member shall not receive further payments under Section 3.01(a) until such Member has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer shall pay the amount of such Member’s foregone payments to the other Members in a manner such that each of the other Members, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a) of this Agreement (excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such Member.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 to the contrary, to the extent that the aggregate tax Tax benefit of the Corporate Taxpayer’s reduction in Tax liability as a result of the Basis Adjustments and Imputed Interest Tax Attributes under this 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 Tax benefit for the Corporate Taxpayer shall be allocated among the Members TRA Parties pro rata (in proportion to the respective amounts of Tax Benefit Payments that would have been determined under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Members the aggregate Tax Benefit Payments under this Agreement 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 Corporate Taxpayer and the Members for each Member to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such Member had this Section 3.03(a) never operated). (b) After taking into account Section 3.03(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the Members TRA Parties agree that (i) the Corporate Taxpayer shall pay the same proportion of each Tax Benefit Payment due under this Agreement 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 the Corporate Taxpayer makes a payment to a Member TRA Party in respect of a particular Taxable Year under Section 3.01(a) of this Agreement (taking into account Section 3.03(a) and (b), but excluding payments attributable to Interest Amounts) in excess of the amount of such payment that should have been made to such Member TRA Party in respect of such Taxable Year, then (i) such Member TRA Party shall not receive further payments under Section 3.01(a) until such Member TRA Party has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer shall pay the amount of such MemberTRA Party’s foregone payments to the other Members TRA Parties in a manner such that each of the other MembersTRA Parties, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a) of this Agreement (excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such MemberTRA Party.

Pro Rata Payments. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate tax Tax benefit of the Corporate TaxpayerHoldCo’s reduction in Tax liability as a result of the Basis Adjustments and Imputed Interest under this Agreement is limited in a particular Taxable Year because the Corporate Taxpayer HoldCo does not have sufficient taxable income to fully utilize available deductions and other attributes, the limitation on the tax Tax benefit for the Corporate Taxpayer shall HoldCo will be allocated among the Members Applicable TRA Limited Partners in proportion to the respective amounts of Tax Benefit Payments that would have been determined under this Agreement if the Corporate Taxpayer HoldCo had had sufficient taxable income so that there were no such limitation; provided, provided that for purposes of allocating allocation among the Members Applicable TRA Limited Partners the aggregate Tax Benefit Payments under this Agreement 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 Corporate Taxpayer HoldCo and the Members that TRA Limited Partners for each Member TRA Limited Partner to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such Member TRA Limited Partner had this Section 3.03(a3.3(a) never operated. (b) After taking into account Section 3.03(a3.3(a), if for any reason the Corporate Taxpayer HoldCo does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer HoldCo and the Members Applicable TRA Limited Partners agree that (i) the Corporate Taxpayer HoldCo shall pay the same proportion of each Tax Benefit Payment due under this Agreement 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 the Corporate Taxpayer HoldCo makes a payment to a Member TRA Limited Partner in respect of a particular Taxable Year under Section 3.01(a3.1(a) of this Agreement (taking into account Section 3.03(a3.3(a) and (b), but excluding payments attributable to Interest Additional Amounts) in excess of the amount of such payment that should have been made to such Member TRA Limited Partner in respect of such Taxable Year, then (i) such Member TRA Limited Partner shall not receive further payments under Section 3.01(a3.1(a) until such Member TRA Limited Partner has foregone an amount of payments equal to such excess excess, and (ii) the Corporate Taxpayer HoldCo shall pay the amount of such MemberTRA Limited Partner’s foregone payments to the other Members TRA Limited Partners in a manner such that each of the other MembersTRA Limited Partners, to the maximum extent possible, shall have received aggregate payments under Section 3.01(a3.1(a) of this Agreement (excluding payments attributable to Interest Additional Amounts) in the amount it would have received if there had been no excess payment to such MemberTRA Limited Partner.