Common use of Early Termination Notice Clause in Contracts

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

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

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

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party a notice (“Early Termination Notice”) and a schedule (the Agent notice of such “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) a schedule and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentdue for each TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has all TRA Parties are treated as having received such Schedule or amendment thereto unless under Section 7.1 unless, prior to such thirtieth calendar day, the TRA Party Representative (xa) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yb) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (x) aboveNotice, in which case such Schedule becomes will become binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer and the AgentTRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent TRA Party Representative shall employ the Reconciliation Procedures under Section 7.10 or Resolution in which case such Schedule shall become binding ten (10) calendar days after the conclusion of Disputes Procedures under Section 7.9, as applicablethe Reconciliation Procedures.

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

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 4.01(b) above, the Corporate Taxpayer shall deliver to the Agent each Member notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”) and (ii) any other work papers related to the calculation for such Member, including that portion of the Early Termination Payment reasonably requested by that has satisfied the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives Payment Conditions and that portion of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided thatPayment that has not, in as of the event of Early Termination Date, satisfied a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sectionsPayment Condition. The Early Termination Schedule shall become final and binding on all parties thirty (30) such Member 30 calendar days from the first date on which the Agent such Member has received such Schedule or amendment thereto unless such Member (xi) the Agent, within thirty (30) 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (such 30 calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and the Agentsuch Member, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent such Member shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicableProcedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under in accordance with Section 4.1 above, the Corporate Taxpayer shall deliver to the Agent each TRA Party written notice of such intention decision to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s decision to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related due to the calculation of the Early Termination Payment reasonably requested by the Agenteach TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has received all TRA Parties have been given such Schedule or amendment thereto under Section 7.1, unless the TRA Party Representative (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides such date gives the Corporate Taxpayer with written notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such its right of to give a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes shall become binding on the date the such waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the Corporate Taxpayer and the AgentTRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice Material Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent TRA Party Representative shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under in which case such Schedule shall become binding in accordance with Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, as applicablein accordance with this Section 4.2, any objection to an Early Termination Schedule or amendment thereto timely given in writing to the TRA Party Representative by a TRA Party.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to the Agent each TRA Party notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentdue for each TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has all TRA Parties are treated as having received such Schedule or amendment thereto under Section 7.1 unless the TRA Party Representative (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the Corporate Taxpayer and the AgentTRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent TRA Party Representative shall employ the Reconciliation Procedures under in which case such Schedule becomes binding ten (10) calendar days after the conclusion of the Reconciliation Procedures. The TRA Party Representative will fairly represent the interests of each of the TRA Parties and shall timely raise and pursue, in accordance with this Section 7.10 4.2, any reasonable objection to an Early Termination Schedule or Resolution of Disputes Procedures under Section 7.9, as applicableamendment thereto timely communicated in writing to the TRA Party Representative by a TRA Party.

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

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under in accordance with Section 4.1 4.1(a) above, the Corporate Taxpayer shall deliver to the Agent each TRA Party written notice of such intention decision to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s decision to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentdue for each TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has received all TRA Parties have been given such Schedule or amendment thereto under Section 7.1 unless the TRA Party Representative (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides such date gives the Corporate Taxpayer with written notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such its right of to give a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the such waiver from the Agent has been received is given by the TRA Party Representative to the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the Corporate Taxpayer and the AgentTRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice Material Objection Notice within thirty (30) calendar days after the receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent TRA Party Representative shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under in which case such Schedule becomes binding in accordance with Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, as applicablein accordance with this Section 4.2, any objection to an Early Termination Schedule timely given in writing to the TRA Party Representative by a TRA Party.

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

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

Early Termination Notice. If the Corporate Taxpayer Corporation chooses to exercise its right of early termination under Section 4.1 above4.1, the Corporate Taxpayer Corporation shall deliver to the Agent and the Onex Representative notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer Corporation shall deliver (i) a schedule showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the AgentAgent or the Onex Representative. In addition, the Corporate Taxpayer Corporation shall allow the Agent and the Onex Representative reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer Corporation in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has and the Onex Representative have received such Schedule or amendment thereto unless (x) the AgentAgent or the Onex Representative, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Corporation and each other (i.e, the Onex Representative and the Agent, respectively) with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (y) the Agent and the Onex Representative each provides a written waiver of such right of a Material Objection Notice within the period described in clause (x) above, in which case such Schedule becomes binding on the date the a waiver from each of the Agent and the Onex Representative has been received by the Corporate Taxpayer Corporation (the date on which the Early Termination Schedule becomes final and binding hereunder, the “Early Termination Effective Date”). If the Corporate Taxpayer Corporation and Agent and/or the AgentOnex Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the Material Objection Notice, the Corporate Taxpayer Corporation and Agent and/or the Agent Onex Representative shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicable.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above4.1, the Corporate Taxpayer shall deliver to the Agent Holders’ Representative notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sectionsfor each Holder. The Early Termination Schedule shall will become final and binding on all parties with respect to the Holders’ Representative and each Holder and its Affiliates thirty (30) calendar days from the first date on which the Agent has received Corporate Taxpayer sent the Holders’ Representative such Early Termination Schedule or amendment thereto unless (xa) the Agent, Holders’ Representative within thirty (30) calendar days after receiving the Early Termination Schedule, date the Corporate Taxpayer sent such Schedule or amendment thereto provides the Corporate Taxpayer with notice of a material objection an Objection Notice with respect to such Early Termination Schedule made in good faith (“Material Objection Notice”) or (yb) the Agent Holders’ Representative provides a written waiver of such the right of a Material to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (xa) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the Corporate Taxpayer and the AgentHolders’ Representative, for any reason, are unable to successfully resolve the issues raised in such notice Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent Holders’ Representative shall employ the Reconciliation Procedures Procedures. The date on which every Early Termination Schedule under this Agreement becomes final with respect to all Holders in accordance with this Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicable4.2 shall be the “Early Termination Effective Date”.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 4.01(a) above, the Corporate Taxpayer shall deliver to the Agent TRA Party Representative notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver Taxpayer’s intention to exercise such right under either clause (i) a schedule or (ii) thereof and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentdue for each relevant TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has TRA Party Representative is treated as having received such Schedule or amendment thereto under Section 7.01 unless the TRA Party Representative (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (x) Section 4.02 above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the Corporate Taxpayer and the AgentTRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent TRA Party Representative shall employ the Reconciliation Procedures under in which case such Schedule becomes binding ten (10) calendar days after the conclusion of the Reconciliation Procedures. The TRA Party Representative will fairly represent the interests of each TRA Party and shall timely raise and pursue, in accordance with this Section 7.10 4.02, any reasonable objection to an Early Termination Schedule or Resolution of Disputes Procedures under Section 7.9, as applicableamendment thereto timely communicated in writing to the TRA Party Representative by a TRA Party.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to the Agent each TRA Party notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and shall deliver to the TRA Party Representative a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentdue for each TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has all applicable TRA Parties are treated as having received such Schedule or amendment thereto under Section 7.1 unless the TRA Party Representative (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the Corporate Taxpayer and the AgentTRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent TRA Party Representative shall employ the Reconciliation Procedures under Section 7.10 or Resolution in which case such Schedule becomes binding ten (10) calendar days after the conclusion of Disputes Procedures under Section 7.9, as applicablethe Reconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 4.1(a) above, the Corporate Taxpayer shall deliver to the Agent TRA Party Representative notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver Taxpayer’s intention to exercise such right under either clause (i) a schedule or (ii) thereof and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentdue for each relevant TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has TRA Party Representative is treated as having received such Schedule or amendment thereto under Section 7.1 unless the TRA Party Representative (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the Corporate Taxpayer and the AgentTRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent TRA Party Representative shall employ the Reconciliation Procedures under in which case such Schedule becomes binding ten (10) calendar days after the conclusion of the Reconciliation Procedures. The TRA Party Representative will fairly represent the interests of each TRA Party and shall timely raise and pursue, in accordance with this Section 7.10 4.2, any reasonable objection to an Early Termination Schedule or Resolution of Disputes Procedures under Section 7.9, as applicableamendment thereto timely communicated in writing to the TRA Party Representative by a TRA Party.

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

Early Termination Notice. If the Corporate Taxpayer chooses Ltd Exchanging Subsidiaries choose to exercise its their right of early termination under Section 4.1 4.01 above, the Corporate Taxpayer Ltd Exchanging Subsidiaries shall deliver to the Agent LFCM a notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) specifying the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) a schedule Ltd Exchanging Subsidiaries’ intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (or the “Change of Control Termination Payment, as the case may be. At the time the Ltd Exchanging Subsidiaries deliver the Early Termination Schedule”Notice to LFCM, the Ltd Exchanging Subsidiaries shall (i) deliver to LFCM schedules and (ii) any other work papers related to providing reasonable detail regarding the calculation of the Early Termination Payment reasonably requested by or the Agent. In additionChange of Control Termination Payment, as the Corporate Taxpayer shall case may be, in a manner consistent with the guidelines set forth in Section 4.03 of this Agreement and an Advisory Firm Letter supporting such calculation and (b) allow the Agent LFCM reasonable access at no cost to the appropriate representatives of at Lazard and its Subsidiaries, Lazard Group and the Corporate Taxpayer Advisory Firm in connection with a its review of such calculation. The calculation contained in such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Early Termination Schedule Notice shall become final and binding on all the parties thirty (30) calendar days from the first date on which the Agent has received such Schedule or amendment thereto unless (x) the AgentLFCM, within thirty (30) 30 calendar days after receiving the Early Termination Schedulesuch calculation, provides the Corporate Taxpayer Ltd Exchanging Subsidiaries with notice of a material objection to such Schedule calculation made in good faith (“Material Objection Notice”) or (y) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (x) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”)faith. If the Corporate Taxpayer and the Agentparties, for any reasonnegotiating in good faith, are unable to successfully resolve the issues raised in such notice calculation within thirty (30) 60 calendar days after receipt by the Corporate Taxpayer of the Material Objection Noticesuch calculation was delivered to LFCM, the Corporate Taxpayer Ltd Exchanging Subsidiaries and the Agent LFCM shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicableProcedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to the Agent each TRA Party notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and, for TRA Parties that are not individuals, a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentdue for each TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has all applicable TRA Parties are treated as having received such Schedule or amendment thereto under Section 7.1 unless any TRA Party Representative (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. For these purposes, a Material Objection Notice shall not include any item contained on a Schedule that was resolved pursuant to a prior Objection Notice or where a written waiver or no timely Objection Notice was provided. If the Corporate Taxpayer and the Agentrelevant TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent relevant TRA Party Representative shall employ the Reconciliation Procedures under Section 7.10 or Resolution in which case such Schedule becomes binding ten (10) calendar days after the conclusion of Disputes Procedures under Section 7.9, as applicablethe Reconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to the Agent each TRA Party notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (iSchedule”) a schedule showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentdue such TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) 30 calendar days from the first date on which the Agent TRA Party has received such Schedule or amendment thereto unless the TRA Party (xi) the Agent, within thirty (30) 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer and the AgentTRA Party are, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent objecting TRA Party shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicableProcedures. All Early Termination Schedules affected by any changes resulting from a Material Objection Notice shall be updated and the Early Termination Payment(s) due in respect thereof shall be recalculated by the Corporate Taxpayer to take into account such changes.

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

Early Termination Notice. If the Corporate Taxpayer Corporation chooses to exercise its right of early termination under Section 4.1 above4.1(a), the Corporate Taxpayer Corporation shall deliver to the Agent TRA Party Representative notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or Schedule”) specifying the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) a schedule Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sectionsPayment. The Early Termination Schedule shall become final and binding on all parties the Corporation and the TRA Parties thirty (30) calendar days from after the first date on which the Agent has received TRA Party Representative receives such Early Termination Schedule or amendment thereto a corresponding Amended Schedule unless the TRA Party Representative (xi) the Agent, within thirty (30) calendar days after receiving the such Early Termination Schedule or Amended Schedule, provides the Corporate Taxpayer Corporation with notice of a material objection to such Early Termination Schedule made in good faith or Amended Schedule (“Material Objection Notice”) made in good faith or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Early Termination Schedule or Amended Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer Corporation (such thirty (30)-calendar day date as modified, if at all, by clause (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer Corporation and the AgentTRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice Material Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the such Material Objection Notice, the Corporate Taxpayer Corporation and the Agent TRA Party Representative shall employ the Reconciliation Procedures under Section 7.10 Procedures, in which case such Early Termination Schedule or Resolution Amended Schedule shall become final and binding ten (10) calendar days after the conclusion of Disputes Procedures under Section 7.9, as applicablethe Reconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under in accordance with Section 4.1 above, the Corporate Taxpayer shall deliver to the Agent each TRA Party written notice of such intention decision to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s decision to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentdue for each TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has received all TRA Parties have been given such Schedule or amendment thereto under Section 7.1 unless the TRA Party Representative (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides such date gives the Corporate Taxpayer with written notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such its right of to give a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the such waiver from the Agent has been received is given by the TRA Party Representative to the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the Corporate Taxpayer and the AgentTRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice Material Objection Notice within thirty (30) calendar days after receipt by the TRA Party Representative gives the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent TRA Party Representative shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under in which case such Schedule becomes binding in accordance with Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, as applicablein accordance with this Section 4.2, any objection to an Early Termination Schedule timely given in writing to the TRA Party Representative by a TRA Party.

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

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

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to the Agent each TRA Party notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentdue for each TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has all TRA Parties are treated as having received such Schedule or amendment thereto under Section 7.1 unless the TRA Party Representative (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Early Termination Schedule Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Early Termination Schedule Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the Corporate Taxpayer and the AgentTRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Early Termination Schedule Objection Notice, the Corporate Taxpayer and the Agent TRA Party Representative shall employ the Reconciliation Procedures under Procedures, in which case such Schedule becomes binding ten (10) days after the conclusion of the Reconciliation Procedures. The TRA Party Representative will fairly represent the interests of each of the TRA Parties and shall timely raise and pursue, in accordance with this Section 7.10 4.2, any reasonable objection to an Early Termination Schedule or Resolution of Disputes Procedures under Section 7.9, as applicableamendment thereto timely communicated in writing to the TRA Party Representative by a TRA Party.

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

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party written notice (“Early Termination Notice”) and a schedule (the Agent notice of such “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) a schedule and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentdue for each TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has all TRA Parties are treated as having received such Schedule or amendment thereto unless under Section 7.1 unless, prior to such thirtieth calendar day, a TRA Party (xa) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yb) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (x) aboveNotice, in which case such Schedule becomes will become binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer and the Agentsuch TRA Party, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent TRA Party shall employ the Reconciliation Procedures under Section 7.10 or Resolution in which case such Schedule shall become binding ten (10) calendar days after the conclusion of Disputes Procedures under Section 7.9, as applicablethe Reconciliation Procedures.

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

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to the Agent each TRA Party with respect to whom such right of early termination is being exercised notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related due to the calculation of the Early Termination Payment reasonably requested by the Agenteach such TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from after the first date on which the Agent TRA Party has received such Schedule or amendment thereto unless such TRA Party (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination ScheduleSchedule or any amendment thereto, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and the Agenta TRA Party, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent such TRA Party shall employ the Reconciliation Procedures under Section 7.10 or Resolution in which case such Schedule becomes binding ten (10) days after the conclusion of Disputes Procedures under Section 7.9, as applicablethe Reconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to the Agent each TRA Party notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentdue for each TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from after the first date on which the Agent TRA Party has received such Schedule or amendment thereto unless unless, in the case of a Specified TRA Party, such Specified TRA Party (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and the AgentSpecified TRA Party, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent objecting Specified TRA Party shall employ the Reconciliation Procedures under Section 7.10 or Resolution in which case such Schedule becomes binding ten (10) days after the conclusion of Disputes Procedures under Section 7.9, as applicablethe Reconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above4.1, the Corporate Taxpayer shall deliver to the Agent Stockholder Representative, notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sectionsfor each Stockholder. The Early Termination Schedule shall will become final and binding on all parties with respect to the Stockholder Representative and each Stockholder thirty (30) calendar days from the first date on which the Agent has received Corporate Taxpayer sent the Stockholder Representative such Early Termination Schedule or amendment thereto unless (xa) the Agent, Stockholder Representative within thirty (30) calendar days after receiving the Early Termination Schedule, date the Corporate Taxpayer sent such Schedule or amendment thereto provides the Corporate Taxpayer with notice of a material objection an Objection Notice with respect to such Early Termination Schedule made in good faith (“Material Objection Notice”) or (yb) the Agent Stockholder Representative provides a written waiver of such the right of a Material to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (xa) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the Corporate Taxpayer and the AgentStockholder Representative, for any reason, are unable to successfully resolve the issues raised in such notice Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent Stockholder Representative shall employ the Reconciliation Procedures Procedures. The date on which every Early Termination Schedule under this Agreement becomes final with respect to all Stockholders in accordance with this Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicable4.2 shall be the “Early Termination Effective Date”.

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

Early Termination Notice. If the Corporate Taxpayer Corporation chooses to exercise its right of early termination under Section 4.1 aboveabove with respect to one or more TRA Members, then the Corporate Taxpayer Corporation shall deliver to the Agent each applicable TRA Member written notice of such intention to exercise such right (the an “Early Termination Notice”). Upon delivery of the ) and a schedule (an “Early Termination Notice or Schedule”) specifying the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) a schedule Corporation’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for such TRA Member. As of the date thirty (30) calendar days after the “date on which an Early Termination Schedule”) Notice and (ii) any other work papers related to the calculation of the an Early Termination Payment reasonably requested by the Agent. In additionSchedule is delivered to a TRA Member, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Notice and Early Termination Schedule shall become final and binding on such TRA Member (and on the Corporation as to that TRA Member, but subject to the Corporation’s ability to withdraw such Early Termination Notice in the manner described in Section 4.1) unless such TRA Member (or, in the case of an early termination for all parties thirty TRA Members pursuant to Section 4.1(a), unless holders of a majority of the then TRA Deemed Units, on behalf of all TRA Members) (30) calendar days from the first date on which the Agent has received such Schedule or amendment thereto unless (x) the Agentin either case, “TRA Objecting Members”), within thirty (30) calendar days after receiving the Corporation delivers such Early Termination ScheduleNotice and Early Termination Schedule to such TRA Members, provides the Corporate Taxpayer Corporation with written notice of a material objection to such Early Termination Schedule made in good faith by such TRA Objecting Members (a “Material Objection Notice”) or (y) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (x) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer Corporation and the Agentsuch TRA Objecting Members, for any reason, are unable to successfully resolve the issues raised by such TRA Objecting Members in such notice Material Objection Notice within thirty (30) calendar days after of receipt by the Corporate Taxpayer Corporation of the such Material Objection Notice, the Corporate Taxpayer Corporation and the Agent such TRA Objecting Members shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicablein order to resolve such issues.

Early Termination Notice. If the Corporate Taxpayer Parent Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer Parent Corporation shall deliver to the Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (iSchedule”) a schedule showing in reasonable detail the calculation of the Early Termination Payment (Payment; provided, that in the “case of an Early Termination Schedule”) and (ii) any other work papers related to which the calculation last sentence of the definition of “Valuation Assumptions” applies, the Parent Corporation shall be required to consult with Agent in preparing the Early Termination Payment reasonably requested by Schedule in accordance with the Agent. In addition, last sentence of the Corporate Taxpayer shall allow the definition of “Valuation Assumptions” prior to delivering such schedule to Agent reasonable access at no cost pursuant to the appropriate representatives first part of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sectionsthis sentence. The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has received such Schedule or amendment thereto unless Agent (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Parent Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer Parent Corporation (the “Early Termination Effective Date”). If the Corporate Taxpayer Parent Corporation and the Agent, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Parent Corporation of the Material Objection Notice, the Corporate Taxpayer Parent Corporation and the Agent shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicableProcedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to the Agent TRA Party Representative notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (Payment(s) due for each TRA Party and the “Early Termination Schedule”) and (ii) any other work papers related to TRA Bonus Amount in respect thereof. On the calculation same date as the delivery of the Early Termination Payment reasonably requested by Notice and the Agent. In additionEarly Termination Schedule to the TRA Party Representative pursuant to this Section 4.2, the Corporate Taxpayer shall allow the Agent reasonable access at no cost deliver to the appropriate representatives Permira Representative an Early Termination Notice and such portion of the Early Termination Schedule that relates to the Permira Parties (including, for the avoidance of doubt, with respect to the WCAS XII Blocker), and the Corporate Taxpayer in connection with a review of such shall deliver to the Warburg Representative an Early Termination Schedule; provided thatNotice and such portion of the Early Termination Schedule that relates to the Warburg Parties (including, in for the event avoidance of a dispute governed by Section 7.9 or Section 7.10doubt, any such costs shall be borne as set forth in such sectionswith respect to the WCAS XII Blocker). The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has TRA Party Representative is treated as having received such Schedule or amendment thereto under Section 7.1 unless the TRA Party Representative (xa) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yb) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xa) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer Taxpayer; provided, that the TRA Party Representative shall consult in good faith with the Permira Representative regarding any objections to such Schedule by the Permira Representative to the extent related to the Permira Parties (including, for the “Early Termination Effective Date”avoidance of doubt, with respect to the WCAS XII Blocker), and with the Warburg Representative regarding any objections to such Schedule by the Warburg Representative to the extent related to the Warburg Parties (including, for the avoidance of doubt, with respect to and the WCAS XII Blocker), and shall include all reasonable material objections of the Permira Representative or the Warburg Representative in a Material Objection Notice. If the Corporate Taxpayer and the AgentTRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent TRA Party Representative shall employ the Reconciliation Procedures under Section 7.10 or Resolution in which case such Schedule becomes binding ten (10) calendar days after the conclusion of Disputes Procedures under Section 7.9, as applicablethe Reconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer chooses choose to exercise its right of early termination under in accordance with Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party and the Agent TRA Party Representative written notice of such intention decision to exercise such right (the an “Early Termination Notice”). Upon delivery of the ) and a schedule (an “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s decision to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentdue for each TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has received all TRA Parties have been given such Schedule or amendment thereto under Section 7.1 unless the TRA Party Representative (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides such date gives the Corporate Taxpayer with written notice of a material objection to such Schedule made in good faith (a “Material Objection Notice”) or (yii) the Agent provides a written waiver of such its right of to give a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the such waiver from the Agent has been received is given by the TRA Party Representative to the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the Corporate Taxpayer and the AgentTRA Party Representative, for any reasonafter negotiating in good faith, are unable to successfully resolve the issues raised in such notice Material Objection Notice within thirty (30) calendar days after receipt by the TRA Party Representative gives the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent TRA Party Representative shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under in which case such Schedule shall become binding in accordance with Section 7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, as applicablein accordance with this Section 4.2, any objection to an Early Termination Schedule timely given in writing to the TRA Party Representative by a TRA Party.

Early Termination Notice. If the Corporate Taxpayer PubCo chooses to exercise its right of early termination under Section 4.1 4.1(a) above, the Corporate Taxpayer PubCo shall deliver to the Agent TRA Party Representative notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (iSchedule”) a schedule showing in reasonable detail the calculation of the Early Termination Payment (Payment(s) due for each relevant TRA Party. Concurrently with the “Early Termination Schedule”) and (ii) any other work papers related to the calculation delivery of the Early Termination Payment reasonably requested by Notice and the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost Early Termination Schedule pursuant to the appropriate representatives preceding sentence, Pubco shall deliver to each TRA Party a copy of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in Notice and such portion of the event of a dispute governed by Section 7.9 or Section 7.10, any Early Termination Schedule that relates to such costs shall be borne as set forth in such sectionsTRA Party. The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has TRA Party Representative is treated as having received such Schedule or amendment thereto under Section 7.1 unless the TRA Party Representative (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer PubCo with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”)PubCo. If the Corporate Taxpayer PubCo and the AgentTRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer PubCo of the Material Objection Notice, the Corporate Taxpayer PubCo and the Agent TRA Party Representative shall employ the Reconciliation Procedures under set forth in Section 7.10 or Resolution 7.9 in which case such Schedule becomes binding ten (10) calendar days after the conclusion of Disputes Procedures under Section 7.9, as applicablethe Reconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to the Agent each TRA Party notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentdue for each TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has all applicable TRA Parties are treated as having received such Schedule or amendment thereto under Section 7.1 unless any TRA Party Representative (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the Corporate Taxpayer and the AgentTRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent TRA Party Representative shall employ the Reconciliation Procedures under Section 7.10 or Resolution in which case such Schedule becomes binding ten (10) calendar days after the conclusion of Disputes Procedures under Section 7.9, as applicablethe Reconciliation Procedures.

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

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

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

Early Termination Notice. If the Corporate Taxpayer Corporation chooses to exercise its right of early termination under Section 4.1 above4.1, the Corporate Taxpayer Corporation shall deliver to the Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer Corporation shall deliver (i) a schedule showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer Corporation shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer Corporation in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has received such Schedule or amendment thereto unless (x) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Corporation and each other Agent with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (y) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (x) above, in which case such Schedule becomes binding on the date the a waiver from the Agent has been received by the Corporate Taxpayer Corporation (the “Early Termination Effective Date”). If the Corporate Taxpayer Corporation and the Agent, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the Material Objection Notice, the Corporate Taxpayer Corporation and the Agent shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicable.

Early Termination Notice. If the Corporate Taxpayer Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer Corporation shall deliver to the Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or a Breach described in Section 4.3(a), the Corporate Taxpayer Corporation shall deliver to the Agent (i) a schedule showing in reasonable detail the calculation of the Early Termination Payment and the amount due to each TRA Holder (the “Early Termination Schedule”) and ), (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer Corporation shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer Corporation in connection with a review of such Early Termination Schedule; provided that, in the event of and (iii) a dispute governed by Section 7.9 or Section 7.10, any Corporation Letter supporting such costs shall be borne as set forth in such sectionsEarly Termination Schedule. The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has received such Schedule or amendment thereto unless (x) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (y) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (x) above, in which case such Schedule becomes binding on the date the a waiver from the Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”)Corporation. If the Corporate Taxpayer Corporation and the Agent, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the Material Objection Notice, the Corporate Taxpayer Corporation and the Agent shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicable.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to the Agent each Shareholder notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Schedule”) specifying Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of for such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sectionsShareholder. The Early Termination Schedule provided to a Shareholder shall become final and binding on all parties each party thirty (30) calendar days from the first date on which the Agent has received Corporate Taxpayer sent the Shareholder such Early Termination Schedule or amendment thereto unless (xa) the Agent, SKM Norcraft Representative within thirty (30) calendar days after receiving the Early Termination Scheduledate Corporate Taxpayer sent such Schedule or amendment thereto, provides the Corporate Taxpayer with notice of a material objection an Objection Notice with respect to such Early Termination Schedule made in good faith (“Material Objection Notice”) or (yb) the Agent applicable Shareholder provides a written waiver of such the right of a Material the SKM Norcraft Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (x) abovea), in which case such Schedule or amendment thereto becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the Corporate Taxpayer and the AgentSKM Norcraft Representative, for any reason, are unable to successfully resolve the issues raised in such notice Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent SKM Norcraft Representative shall employ the Reconciliation Procedures. The date on which every Early Termination Schedule under this Agreement becomes final in accordance with this Section 4.2 and the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicableshall be the “Early Termination Effective Date”.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 4.01(b) above, the Corporate Taxpayer shall deliver to the Agent TRA Party Representative notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sectionsPayment. The Early Termination Schedule shall become final and binding on all parties the TRA Parties thirty (30) calendar days from the first date on which the Agent TRA Party Representative has received such Schedule or amendment thereto unless the TRA Party Representative (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and the AgentTRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent TRA Party Representative shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicableProcedures.

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

Early Termination Notice. If the Corporate Taxpayer LC TRS I chooses to exercise its right of early termination under Section 4.1 aboveabove with respect to one or more TRA Members, the Corporate Taxpayer then LC TRS I shall deliver to the Agent each applicable TRA Member written notice of such intention to exercise such right (the an “Early Termination Notice”). Upon delivery of the ) and a schedule (an “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (iSchedule”) a schedule specifying LC TRS I’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment for such TRA Member. As of the date thirty (30) calendar days after the “date on which an Early Termination Schedule”) Notice and (ii) any other work papers related to the calculation of the an Early Termination Payment reasonably requested by the Agent. In additionSchedule is delivered to a TRA Member, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Notice and Early Termination Schedule shall become final and binding on such TRA Member (and on LC TRS I as to that TRA Member, but subject to LC TRS I’s ability to withdraw such Early Termination Notice in the manner described in Section 4.1) unless such TRA Member (or, in the case of an early termination for all parties thirty TRA Members pursuant to Section 4.1(a), unless holders of a majority of the then TRA Deemed Units, on behalf of all TRA Members) (30) calendar days from the first date on which the Agent has received such Schedule or amendment thereto unless (x) the Agentin either case, “TRA Objecting Members”), within thirty (30) calendar days after receiving the LC TRS I delivers such Early Termination ScheduleNotice and Early Termination Schedule to such TRA Members, provides the Corporate Taxpayer LC TRS I with written notice of a material objection to such Early Termination Schedule made in good faith by such TRA Objecting Members (a “Material Objection Notice”) or (y) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (x) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer LC TRS I and the Agentsuch TRA Objecting Members, for any reason, are unable to successfully resolve the issues raised by such TRA Objecting Members in such notice Material Objection Notice within thirty (30) calendar days after of receipt by the Corporate Taxpayer LC TRS I of the such Material Objection Notice, the Corporate Taxpayer LC TRS I and the Agent such TRA Objecting Members shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicablein order to resolve such issues.

Early Termination Notice. If the Corporate Taxpayer PubCo chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer PubCo shall deliver to the Agent each TRA Party with respect to whom such right of early termination is being exercised notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (iSchedule”) a schedule specifying PubCo’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related due to the calculation of the Early Termination Payment reasonably requested by the Agenteach such TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from after the first date on which the Agent TRA Party has received such Schedule or amendment thereto unless such TRA Party (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination ScheduleSchedule or any amendment thereto, provides the Corporate Taxpayer PubCo with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer PubCo (such thirty (30) calendar day date as modified, if at all by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer PubCo and the Agenta TRA Party, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer PubCo of the Material Objection Notice, the Corporate Taxpayer PubCo and the Agent such TRA Party shall employ the Reconciliation Procedures under Section 7.10 or Resolution in which case such Schedule becomes binding ten (10) days after the conclusion of Disputes Procedures under Section 7.9, as applicablethe Reconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination with respect to a Stockholder under Section 4.1 4.01(b) above, the Corporate Taxpayer shall deliver to the Agent Stockholders Representative, on behalf of such Stockholder, notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of for such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sectionsStockholder. The Early Termination Schedule shall become final and binding on all parties thirty (30) a Stockholder 30 calendar days from the first date on which the Agent Stockholders Representative has received such Schedule or amendment thereto unless the Stockholders Representative (xi) the Agent, within thirty (30) 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (such 30 calendar day date as modified, if at all, by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and the AgentStockholders Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent Stockholders Representative shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicableProcedures.

Early Termination Notice. If the Corporate Taxpayer Corporation chooses to exercise its right of early termination under Section 4.1 above4.1, the Corporate Taxpayer Corporation shall deliver to the Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer Corporation shall deliver (i) a schedule showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer Corporation shall allow the Agent and the reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer Corporation in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has and have received such Schedule or amendment thereto unless (x) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (y) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (x) above, in which case such Schedule becomes binding on the date the a waiver from the Agent has been received by the Corporate Taxpayer Corporation (the date on which the Early Termination Schedule becomes final and binding hereunder, the “Early Termination Effective Date”). If the Corporate Taxpayer Corporation and the Agent, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the Material Objection Notice, the Corporate Taxpayer Corporation and the Agent shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicable.

Early Termination Notice. (a) If the Corporate Taxpayer Company chooses to exercise its right of early termination under Section 4.1 4.01 above, other than in connection with a Change of Control, the Corporate Taxpayer Company shall deliver to the Agent each TRA Party notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or Schedule”) specifying the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) a schedule Company’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentdue for each TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from after the first date on which the Agent TRA Party has received such Schedule or amendment thereto unless the MCK Representative (xa) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Company with notice of a material objection to such Schedule made in Table of Contents good faith (“Material Objection Notice”) or (yb) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xa) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer Company (such thirty (30) calendar day date as modified, if at all by clauses (a) or (b), the “Early Termination Effective Date”). If the Corporate Taxpayer Company and the AgentMCK Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Company of the Material Objection Notice, the Corporate Taxpayer Company and the Agent MCK Representative shall employ the Reconciliation Procedures under Section 7.10 or Resolution in which case such Schedule becomes binding ten (10) days after the conclusion of Disputes Procedures under Section 7.9, as applicablethe Reconciliation Procedures.

Early Termination Notice. If the Corporate Taxpayer Vantiv chooses to exercise its right of request early termination under Section 4.1 5.01 above, the Corporate Taxpayer Vantiv shall deliver to the Agent Existing Investors’ Representative a notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) a schedule specifying Vantiv’s intention to request early termination and showing in reasonable detail the its calculation of the Early Termination Payment (the “Proposed Early Termination SchedulePayment”). At the time Vantiv delivers the Early Termination Notice to the Existing Investors’ Representative, Vantiv shall (a) deliver to the Existing Investors’ Representative schedules and (ii) any other work papers related to providing reasonable detail regarding the calculation of the Proposed Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer shall and a letter from a nationally recognized accounting firm supporting such calculation and (b) allow the Agent Existing Investors’ Representative reasonable access during normal business hours at no cost to the appropriate representatives of at Vantiv and NPC and such accounting firm (and the Corporate Taxpayer Accounting Firm) in connection with a its review of such calculation. Within 30 calendar days after receiving such calculation, the Existing Investors’ Representative shall notify Vantiv whether it agrees to or objects to the Proposed Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sectionsPayment. The Proposed Early Termination Schedule Payment shall become final and binding on all the parties thirty (30) calendar days from if the first date on which Existing Investors’ Representative agrees in writing to the Agent has received such Schedule or amendment thereto unless (x) value of the Agent, within thirty (30) calendar days after receiving the Proposed Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to Payment within such Schedule made 30 day period (or such shorter period as may be mutually agreed in good faith (“Material Objection Notice”) or (y) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (x) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been received writing by the Corporate Taxpayer (the “Early Termination Effective Date”parties). If the Corporate Taxpayer Existing Investors’ Representative objects, and the AgentExisting Investors’ Representative and Vantiv, for any reason, are unable to successfully resolve cannot agree upon the issues raised in such notice value of the Early Termination Payment within thirty (30) 30 calendar days after following Vantiv’s receipt by the Corporate Taxpayer of the Material Objection NoticeExisting Investors’ Representative objection, the Corporate Taxpayer Vantiv and the Agent Existing Investors shall employ the Reconciliation Procedures as described in Section 8.09 of this Agreement. For the avoidance of doubt, Vantiv shall have no obligation to request early termination under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicable5.01.

Early Termination Notice. If the Corporate Taxpayer Parent Corporation chooses to exercise its right of early termination under Section 4.1 4,1 above, the Corporate Taxpayer Parent Corporation shall deliver to the Agent Seller notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (iSchedule”) a schedule showing in reasonable detail the calculation of the Early Termination Payment (Payment; provided, that in the “case of an Early Termination Schedule”) and (ii) any other work papers related to which the calculation last sentence of the definition of “Valuation Assumptions” applies, the Parent Corporation shall be required to consult with Seller in preparing the Early Termination Payment reasonably requested by Schedule in accordance with the Agent. In addition, last sentence of the Corporate Taxpayer shall allow the Agent reasonable access at no cost definition of “Valuation Assumptions” prior to delivering such schedule to Seller pursuant to the appropriate representatives first part of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sectionsthis sentence. The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent Seller has received such Schedule or amendment thereto unless Seller (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Parent Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer Parent Corporation (the “Early Termination Effective Date”). If the Corporate Taxpayer Parent Corporation and the AgentSeller, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Parent Corporation of the Material Objection Notice, the Corporate Taxpayer Parent Corporation and the Agent Seller shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicableProcedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above4.1, the Corporate Taxpayer shall deliver to the Agent Stockholder Representative, notice of such intention to exercise such right (the “"Early Termination Notice”). Upon delivery of ") and a schedule (the "Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule") specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer's intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sectionsfor each Stockholder. The Early Termination Schedule shall will become final and binding on all parties with respect to the Stockholder Representative and each Stockholder thirty (30) calendar days from the first date on which the Agent has received Corporate Taxpayer sent the Stockholder Representative such Early Termination Schedule or amendment thereto unless (xa) the Agent, Stockholder Representative within thirty (30) calendar days after receiving the Early Termination Schedule, date the Corporate Taxpayer sent such Schedule or amendment thereto provides the Corporate Taxpayer with notice of a material objection an Objection Notice with respect to such Early Termination Schedule made in good faith (“Material Objection Notice”) or (yb) the Agent Stockholder Representative provides a written waiver of such the right of a Material to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (xa) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the Corporate Taxpayer and the AgentStockholder Representative, for any reason, are unable to successfully resolve the issues raised in such notice Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent Stockholder Representative shall employ the Reconciliation Procedures Procedures. The date on which every Early Termination Schedule under this Agreement becomes final with respect to all Stockholders in accordance with this Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicable4.2 shall be the "Early Termination Effective Date".

Early Termination Notice. If the Corporate Taxpayer Parent Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer Parent Corporation shall deliver to the Agent Seller notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (iSchedule”) a schedule showing in reasonable detail the calculation of the Early Termination Payment (Payment; provided, that in the “case of an Early Termination Schedule”) and (ii) any other work papers related to which the calculation last sentence of the definition of “Valuation Assumptions” applies, the Parent Corporation shall be required to consult with Seller in preparing the Early Termination Payment reasonably requested by Schedule in accordance with the Agent. In addition, last sentence of the Corporate Taxpayer shall allow the Agent reasonable access at no cost definition of “Valuation Assumptions” prior to delivering such schedule to Seller pursuant to the appropriate representatives first part of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sectionsthis sentence. The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent Seller has received such Schedule or amendment thereto unless Seller (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Parent Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer Parent Corporation (the “Early Termination Effective Date”). If the Corporate Taxpayer Parent Corporation and the AgentSeller, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Parent Corporation of the Material Objection Notice, the Corporate Taxpayer Parent Corporation and the Agent Seller shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicableProcedures.

Early Termination Notice. If the Corporate Taxpayer Parent Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer Parent Corporation shall deliver to the Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (iSchedule”) a schedule showing in reasonable detail the calculation of the Early Termination Payment (Payment; provided, that in the “case of an Early Termination Schedule”) and (ii) any other work papers related to which the calculation last sentence of the definition of “Valuation Assumptions” applies, the Parent Corporation shall be required to consult with Agent in preparing the Early Termination Payment reasonably requested by Schedule in accordance with the Agent. In addition, last sentence of the Corporate Taxpayer shall allow the definition of “Valuation Assumptions” prior to delivering such schedule to Agent reasonable access at no cost pursuant to the appropriate representatives first part of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sectionsthis sentence. The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has received such Schedule or amendment thereto unless Agent (x1) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Parent Corporation with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (y2) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer Parent Corporation (the “Early Termination Effective Date”). If the Corporate Taxpayer Parent Corporation and the Agent, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Parent Corporation of the Material Objection Notice, the Corporate Taxpayer Parent Corporation and the Agent shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicableProcedures.

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party and the Agent Continuing Common A Owners Representative notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (Payment(s) due for each TRA Party and the “Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the AgentContinuing Common A Owners Representative. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties and the Agent has Continuing Common A Owners Representative are treated as having received such Schedule or amendment thereto under Section 7.1 unless the TRA Party Representative or the Continuing Common A Owners Representative, as the case may be, (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (the “Early Termination Effective Date”)Taxpayer. If the Corporate Taxpayer and the AgentTRA Party Representative or the Continuing Common A Owners Representative, as the case may be, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent TRA Party Representative or the Continuing Common A Owners Representative, as the case may be, shall employ the Reconciliation Procedures under Section 7.10 in which case such Schedule becomes binding ten (10) days after the conclusion of the Reconciliation Procedures. The TRA Party Representative or Resolution of Disputes Procedures under Section 7.9the Continuing Common A Owners Representative, as applicablethe case may be, will fairly represent the interests of each of the TRA Parties or the Continuing Common A Owners, as the case may be, and shall timely raise and pursue, in accordance with this Section 4.2, any reasonable objection to an Early Termination Schedule or amendment thereto timely communicated in writing to the TRA Party Representative by a TRA Party or to the Continuing Common A Owners Representative by a Continuing Common A Owner, as the case may be.

Early Termination Notice. If the Corporate Taxpayer Vantiv chooses to exercise its right of request early termination under Section 4.1 5.01 above, the Corporate Taxpayer Vantiv shall deliver to the Agent Fifth Third a notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) a schedule specifying Vantiv’s intention to request early termination and showing in reasonable detail the its calculation of the Early Termination Payment (the “Proposed Early Termination SchedulePayment”). At the time Vantiv delivers the Early Termination Notice to Fifth Third, Vantiv shall (a) deliver to Fifth Third schedules and (ii) any other work papers related to providing reasonable detail regarding the calculation of the Proposed Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer shall and a letter from a nationally recognized accounting firm supporting such calculation and (b) allow the Agent Fifth Third reasonable access during normal business hours at no cost to the appropriate representatives of at Vantiv and its Subsidiaries and such accounting firm (and the Corporate Taxpayer Accounting Firm) in connection with a its review of such calculation. Within 30 calendar days after receiving such calculation, Fifth Third shall notify Vantiv whether it agrees to or objects to the Proposed Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sectionsPayment. The Proposed Early Termination Schedule Payment shall become final and binding on all the parties thirty (30) calendar days from if Fifth Third agrees in writing to the first date on which value of the Agent has received such Schedule or amendment thereto unless (x) the Agent, within thirty (30) calendar days after receiving the Proposed Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to Payment within such Schedule made 30 day period (or such shorter period as may be mutually agreed in good faith (“Material Objection Notice”) or (y) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (x) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been received writing by the Corporate Taxpayer (the “Early Termination Effective Date”parties). If the Corporate Taxpayer Fifth Third objects, and the AgentFifth Third and Vantiv, for any reason, are unable to successfully resolve cannot agree upon the issues raised in such notice value of the Early Termination Payment within thirty (30) 30 calendar days after following Vantiv’s receipt by the Corporate Taxpayer of the Material Objection NoticeFifth Third’s objection, the Corporate Taxpayer Vantiv and the Agent Fifth Third shall employ the Reconciliation Procedures as described in Section 8.09 of this Agreement. For the avoidance of doubt, Vantiv shall have no obligation to request early termination under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicable5.01.

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

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to the Agent each TRA Party notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), Schedule”) specifying the Corporate Taxpayer shall deliver (i) a schedule Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”Payment(s) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentdue for each TRA Party. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from after the first date on which the Agent TRA Party has received such Schedule or amendment thereto unless unless, in the case of a DC Capital Party, such DC Capital Party (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer (such thirty (30) calendar day date as modified, if at all by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and the AgentDC Capital Party, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent objecting DC Capital Party shall employ the Reconciliation Procedures under Section 7.10 or Resolution in which case such Schedule becomes binding ten (10) days after the conclusion of Disputes Procedures under Section 7.9, as applicablethe Reconciliation Procedures.

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

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

Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to the Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) together with a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (iSchedule”) a schedule showing in reasonable detail the calculation of the Early Termination Payment (in a manner consistent with the “Early Termination Schedule”) definition of such term and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agentan Advisory Firm Letter supporting such calculation. In addition, the The Corporate Taxpayer shall allow provide the Agent and its representatives with reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer Taxpayer, Rosehill LLC and the Advisory Firm in connection with a its review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sectionscalculation. The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has received such Schedule or amendment thereto unless (xunless(i) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material an objection to such Schedule made in good faith (“Material Early Termination Objection Notice”) or (yii) the Agent provides a written waiver of such right of a Material an Early Termination Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the a waiver from the Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer and the Agent, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Early Termination Objection Notice, the Corporate Taxpayer and the Agent shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures procedures under Section 7.9, as applicable.

Early Termination Notice. If the Corporate Taxpayer Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer Corporation shall deliver to the Agent Members a notice of such intention the Corporation’s decision to exercise such right (the an “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (iSchedule”) a schedule showing in reasonable detail the calculation of the Early Termination Payment Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the “Corporation or as reasonably requested by a Member, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Early Termination Schedule”; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (iiz) any other work papers related allow the Members and their advisors to have reasonable access to the calculation of appropriate representatives, as determined by the Early Termination Payment Corporation or as reasonably requested by the Agent. In additionMembers, at the Corporate Taxpayer shall allow Corporation and the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer Advisory Firm in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Early Termination Schedule shall become final and binding on all parties each Party thirty (30) calendar days from the first date on which the Agent has Members received such Early Termination Schedule or amendment thereto unless unless: (xi) the Agent, a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail such Member’s material objection (a “Material Termination Objection Notice”) and (B) a letter from an Advisory Firm (that is different from the Advisory Firm that was used by the Corporation to prepare the Early Termination Schedule) in support of such Termination Objection Notice; or (yii) the Agent each Member provides a written waiver of such right of a Material Termination Objection Notice within the period described in clause (xi) above, in which case such Early Termination Schedule becomes binding on the date the waiver from the Agent has been all Members is received by the Corporate Taxpayer Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the “Early Termination Effective Date”). If the Corporate Taxpayer and the AgentParties, for any reason, are unable to successfully resolve the issues raised in such notice the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Corporation of the Material Termination Objection Notice, the Corporate Taxpayer Corporation and the Agent such Member shall employ the Reconciliation Procedures under Section 7.10 or Resolution Procedures. For the avoidance of Disputes Procedures under Section 7.9doubt, as applicable.and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an

Early Termination Notice. If the Corporate Taxpayer Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer Corporation shall deliver to the Agent and each Self-Represented TRA Holder notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or a Breach described in Section 4.3(a), the Corporate Taxpayer Corporation shall deliver to the Agent and each Self-Represented TRA Holder (ia) a schedule showing in reasonable detail the calculation of the Early Termination Payment and the amount due to the relevant TRA Holder (the “Early Termination Schedule”) and (iib) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the AgentAgent and any Self-Represented TRA Holder. In addition, the Corporate Taxpayer Corporation shall allow the Agent and each Self-Represented TRA Holder reasonable access at no cost (that does not interfere with the ongoing operations of the business of the Corporation) to the appropriate representatives of the Corporate Taxpayer Corporation in connection with a review of such Early Termination Schedule and (c) a Corporation Letter supporting such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Early Termination Schedule shall become final and binding on all parties thirty (30) hereto 30 calendar days from the first date on which the Agent or Self-Represented TRA Holder, as applicable, has received such Schedule or amendment thereto unless the Agent or Self-Represented TRA Holder (x) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Corporation with notice of a material objection to such Schedule Schedule, made in good faith faith, within 30 calendar days after receiving the Early Termination Schedule (“Material Objection Notice”) or (y) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in the foregoing clause (x) above), in which case case, such Schedule becomes shall become final and binding on the date the a waiver from the Agent or Self-Represented TRA Holder, as applicable, has been received by the Corporate Taxpayer (the “Early Termination Effective Date”)Corporation. If the Corporate Taxpayer Corporation and the AgentAgent or Self-Represented TRA Holder, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) 30 calendar days after receipt by the Corporate Taxpayer Corporation of the Material Objection Notice, the Corporate Taxpayer Corporation and the Agent or such Self-Represented TRA Holder shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under set forth in Section 7.9, as applicable.

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

Early Termination Notice. If the Corporate Taxpayer Parent Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer Parent Corporation shall deliver to the each of Prism and Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of ) and a schedule (the “Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (iSchedule”) a schedule showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sectionsPayment. The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Prism and Agent has have received such Schedule or amendment thereto unless Prism or Agent (xi) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Parent Corporation with written notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) ), including reasonable details for such objection or (yii) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (xi) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been is received by the Corporate Taxpayer Parent Corporation (the “Early Termination Effective Date”). If the Corporate Taxpayer Parent Corporation, Prism and the Agent, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Parent Corporation of the Material Objection Notice, the Corporate Taxpayer Parent Corporation, Prism and the Agent shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicableProcedures.