Common use of Early Termination Notice Clause in Contracts

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, 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 (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members received such Early Termination Schedule unless: (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ material objection (a “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 (ii) each of the Members provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to ML Acquisition, Crestview, and the Members Management Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by ML Acquisition, Crestview, or the MembersManagement Representative, 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 (z) allow ML Acquisition, Crestview, and the Members Management Representative and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a MemberML Acquisition, Crestview, or the Management Representative, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which ML Acquisition, Crestview, and the Members Management Representative received such Early Termination Schedule unless: (i) a Member ML Acquisition, Crestview, or the Management Representative within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail ML Acquisition’s, Crestview’s, or the Members’ Management Representative’s, as applicable, material objection (a “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 (ii) each of ML Acquisition, Crestview, and the Members Management Representative provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members ML Acquisition, Crestview, and the Management Representative is received by the Corporation. In the event that a Member ML Acquisition, Crestview, or the Management Representative timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member ML Acquisition, Crestview, or the Management Representative, as applicable, shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such MemberML Acquisition, Crestview, or the Management Representative, as applicable, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members TRA Holder a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) and or Section 4.1(c), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder supporting schedules and work paperspapers from the Advisory Firm, as determined by the Corporation or as and any additional materials reasonably requested by the Members, TRA Holder that provide a reasonable level of detail regarding are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members TRA Holder and their its advisors to have reasonable access to the appropriate representatives, representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm TRA Holder in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty forty-five (3045) calendar days from the first date on which the Members TRA Holder received such Early Termination Schedule (and supporting schedules and work papers) unless: (i) a Member the TRA Holder within thirty forty-five (3045) calendar days after receiving the Early Termination Schedule, Schedule (and supporting schedules and work papers) provides the Corporation with (A) written notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ TRA Holder’s material objection (a “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 (ii) each of the Members TRA Holder provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members the TRA Holder is received by the Corporation. In the event that a Member the TRA Holder timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member the TRA Holder shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members TRA Payment Recipients a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Membersa TRA Payment Recipient, 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 a Corporation Letter supporting such Early Termination Schedule; and (z) allow the Members TRA Payment Recipients and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Memberthe TRA Payment Recipients, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which all the Members TRA Payment Recipients received such Early Termination Schedule unless: (i) a Member TRA Payment Recipient within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) written notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ such TRA Payment Recipient’s material objection (a “Termination Objection Notice”) and (B) a letter from an a Member 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 (ii) each of the Members TRA Payment Recipient provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members TRA Payment Recipients is received by the Corporation. In the event that a Member TRA Payment Recipient timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member TRA Payment Recipient shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an a Member Advisory Firm referenced in clause (i) above shall be borne solely by such Member, TRA Payment Recipient and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporation Corporate Taxpayer shall deliver to the Members a KarpReilly Representative and each LLC Unit Holder notice of the Corporation’s decision such intention to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant Payment for purposes of preparing the Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination ScheduleLLC Unit Holder. The Early Termination Schedule provided to an LLC Unit Holder shall become final and binding on each Party LLC Unit Holder (other than with respect to KarpReilly, LLC and its Affilitates) immediately; except that the Early Termination Schedule will become final and binding with respect to KarpReilly, LLC and its Affiliates thirty (30) calendar days from the first date on which the Members received Corporate Taxpayer sent the ▇▇▇▇ ▇▇▇▇▇▇ Representative such Early Termination Schedule unless: unless (ia) a Member the KarpReilly Representative within thirty (30) calendar days after receiving the Early Termination Schedule, date the Corporate Taxpayer sent such Schedule or amendment thereto provides the Corporation Corporate Taxpayer with (A) notice of a material objection an Objection Notice with respect to such Early Termination Schedule made in good faith and setting forth in reasonable detail or (b) the Members’ material objection (a “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 (ii) each of the Members applicable LLC Unit Holder provides a written waiver of such the right of a Termination the KarpReilly Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (i) abovea), in which case such Early Termination Schedule or amendment thereto becomes binding on the date the waiver from all Members is received by Corporate Taxpayer. If Corporate Taxpayer and the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the PartiesKarpReilly Representative, for any reason, are unable to successfully resolve the issues raised in the Termination such Objection Notice within thirty (30) calendar days after receipt by the Corporation Corporate Taxpayer of the Termination Objection Notice, Corporate Taxpayer and the Corporation and such Member KarpReilly Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the every Early Termination Schedule under this Agreement becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to KarpReilly, LLC or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit Holders, would change the amounts payable to such other Persons hereunder, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders and make additional payments (or reduce payments, if any), as applicable.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to ACON, the Members Management Representative and Fundamental a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to ACON, the Management Representative and Fundamental supporting schedules and work papers, as determined by the Corporation or as reasonably requested by ACON or the MembersManagement Representative, 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 to ACON, the Management Representative and Fundamental an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow ACON and the Members Management Representative and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a MemberACON or the Management Representative, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which ACON, the Members Management Representative and Fundamental received such Early Termination Schedule unless: (i) a Member ACON or the Management Representative within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail ACON or the Members’ Management Representative’s, as applicable, material objection (a “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 (ii) each of ACON and the Members Management Representative provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members ACON and the Management Representative is received by the Corporation. In the event that a Member ACON or the Management Representative timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member ACON or the Management Representative, as applicable, shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such MemberACON or the Management Representative, as applicable, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporation Corporate Taxpayer shall deliver to the Members a CD&R Representative and each Exchanged Owner notice of the Corporation’s decision such intention to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant Payment for purposes of preparing the Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Scheduleeach Exchanged Owner. The Early Termination Schedule provided to an Exchanged Owner shall become final and binding on each Party Exchanged Owner and the CD&R Representative thirty (30) calendar days from the first date on which Corporate Taxpayer sent the Members received CD&R Representative such Early Termination Schedule unless: unless (ia) a Member the CD&R Representative within thirty (30) calendar days after receiving the Early Termination Schedule, date Corporate Taxpayer sent such Schedule or amendment thereto provides the Corporation Corporate Taxpayer with (A) notice of a material objection an Objection Notice with respect to such Early Termination Schedule made in good faith and setting forth in reasonable detail or (b) the Members’ material objection (a “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 (ii) each of the Members applicable Exchanged Owner provides a written waiver of such the right of a Termination the CD&R Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (i) abovea), in which case such Early Termination Schedule or amendment thereto becomes binding on the date the waiver from all Members is received by Corporate Taxpayer. If Corporate Taxpayer and the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the PartiesCD&R Representative, for any reason, are unable to successfully resolve the issues raised in the Termination such Objection Notice within thirty (30) calendar days after receipt by the Corporation Corporate Taxpayer of the Termination Objection Notice, Corporate Taxpayer and the Corporation and such Member CD&R Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the every Early Termination Schedule under this Agreement becomes final with respect to all Exchanged Owners in accordance with this Section 4.2 shall be the “Early Termination Reference Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to any Exchanged Owner or any of its respective Affiliates hereunder or to any recipient under the Continuing Limited Partners Tax Receivable Agreement is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other Exchanged Owners or such other recipient, would change the amounts payable to such other Persons hereunder or under the Continuing Limited Partners Tax Receivable Agreement, Corporate Taxpayer shall utilize such revised methodology with respect to all Exchanged Owners and make additional payments (or reduce payments, if any), as applicable.”

Early Termination Notice. If the Corporation Parent chooses to exercise its right of early termination under Section 4.1 4.2 above, the Corporation Parent shall deliver to the Members Beneficiaries and the Blocker Corporation Owners a notice of the CorporationParent’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation Parent shall also (x) deliver supporting schedules and work papers, as determined by the Corporation Parent or as reasonably requested by the Membersa Beneficiary or Blocker Corporation Owner, 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 a Parent Letter supporting such Early Termination Schedule; and (z) allow the Members Beneficiaries or Blocker Corporation Owners and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation Parent or as reasonably requested by a Memberthe Beneficiaries or Blocker Corporation Owner, at the Corporation Parent and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty forty-five (3045) calendar days from the first date on which the Members Beneficiaries or Blocker Corporation Owners received such Early Termination Schedule unless: (i) a Member Beneficiary or Blocker Corporation Owner, within thirty forty-five (3045) calendar days after receiving the Early Termination Schedule, provides the Corporation Parent with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ such Beneficiary’s or Blocker Corporation Owner’s material objection (a “Termination Objection Notice”) and (B) a letter from an a Beneficiary Advisory Firm (that is different from the or Blocker Owner Advisory Firm that was used by the Corporation to prepare the Early Termination Schedule) Firm, as applicable, in support of such Termination Objection Notice; or (ii) each of the Members Beneficiary or Blocker Corporation Owner provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members Beneficiaries or Blocker Corporation Owners is received by the CorporationParent. In the event that a Member Beneficiary or Blocker Corporation Owner timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation Parent of the Termination Objection Notice, the Corporation Parent and such Member Beneficiary or Blocker Corporation Owner shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an a Beneficiary Advisory Firm or Blocker Owner Advisory Firm referenced in clause (i) above shall be borne solely by such Member, Beneficiary or Blocker Corporation Owner and the Corporation Parent shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 4.3 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above4.1(a), the Corporation shall deliver to the Members TRA Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) and or 4.1(c), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (xa) deliver to the TRA Holder Representative supporting schedules and work papers, as determined by papers from the Corporation or as Advisory Firm and any additional materials reasonably requested by the Members, TRA Holder Representative that provide a reasonable level of detail regarding are reasonably necessary in order to understand 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 (zb) allow the Members TRA Holder Representative and their its advisors and representatives to have reasonable access to the appropriate representatives, representatives (including employees) of the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by a Memberthe TRA Holder Representative, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty forty-five (3045) calendar days from the first date on which the Members TRA Holder Representative received such Early Termination Schedule unless: (i) a Member within thirty the TRA Holder Representative, prior to the expiration of such forty-five (3045) calendar days after receiving the Early Termination Scheduleday period, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ material TRA Holder Representative’s objection (a “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 (ii) each of the Members TRA Holder Representative provides a written waiver of such right of a Termination Objection Notice within the period described in clause such forty-five (i45) aboveday period, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members the TRA Holder Representative is received by the Corporation. In the event that a Member the TRA Holder Representative timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member the TRA Holder Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to To exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members Principals and, in the event the JGW Holdings Merger and/or the PGHI Merger has been effected, the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, a notice of (the Corporation’s decision to exercise such right (an “Early Termination Notice”) specifying the Corporation’s intention to exercise its right of termination and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of each Principal’s Early Termination Payment, the JGW Holdings Shareholder’s Early Termination Payment and the PGHI Shareholders Early Termination Payment. The At the time the Corporation delivers the Early Termination Notice to the Principals, the Corporation shall also (i) deliver to (x) deliver supporting each Principal schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a papers providing reasonable level of detail regarding the data and calculations that were relevant for purposes calculation of preparing the such Principal’s Early Termination Schedule; Payment, (y) deliver the JGW Holdings Shareholder, schedules and work papers providing reasonable detail regarding the calculation of such JGW Holdings Shareholder’s Early Termination Payment, and (z) the PGHI Shareholders, schedules and work papers providing reasonable detail regarding the calculation of such PGHI Shareholders’ Early Termination Payment, in each case, in a manner consistent with the definition of such term and an Advisory Firm Letter supporting such Early Termination Schedule; calculation and (zii) allow a Principal, the Members and their advisors to have JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, representatives at the Corporation Corporation, JGWPT LLC and the Advisory Firm in connection with a its review of such calculation. The calculation contained in such Early Termination Schedule. The Early Termination Schedule Notice shall become final and binding on each Party thirty (30) calendar days from the first date on which parties unless any Principal, the Members received such Early Termination Schedule unless: (i) a Member JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, within thirty (30) 30 calendar days after receiving the Early Termination Schedulesuch calculation, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule calculation made in good faith and setting forth in reasonable detail detail. If the Members’ material objection (a “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) parties, negotiating in support of such Termination Objection Notice; or (ii) each of the Members provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reasongood faith, are unable to successfully resolve the issues raised in the Termination Objection Notice such calculation within thirty (30) 30 calendar days after receipt by the Corporation such notice of the Termination Objection Noticematerial objection, the Corporation Corporation, and such Member the Principals, the JGW Holdings Shareholder and/or the PGHI Shareholders shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 4.1(a) above, the Corporation shall deliver to the Members TRA Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) and or Section 4.1(c), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder Representative supporting schedules and work paperspapers from an Advisory Firm, as determined by the a Corporation or as Letter, and any additional materials reasonably requested by the Members, TRA Holder Representative that provide a reasonable level of detail regarding are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members TRA Holder Representative and their its advisors to have reasonable access to the appropriate representatives, representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm TRA Holder Representative in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty sixty (3060) calendar days from the first date on which the Members TRA Holder Representative received such Early Termination Schedule unless: (i) a Member the TRA Holder Representative within thirty sixty (3060) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ TRA Holder Representative’s material objection (a “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 (ii) each of the Members TRA Holder Representative provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members the TRA Holder Representative is received by the Corporation. In the event that a Member the TRA Holder Representative timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member the TRA Holder Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If In the Corporation chooses event that the Lessee shall fail to exercise its right of early termination under either a Renewal Option or the purchase option permitted by Section 4.1 above13(c) within the time limits provided by Section 13(a) or Section 13(b), the Corporation Lessor shall deliver to have the Members a option, on any Basic Rent Payment Date thereafter, on at least one year’s prior written notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) to the Lessee and a schedule the Indenture Trustee, to terminate this Facility Lease on the Basic Rent Payment Date specified in such notice (the “Early Termination ScheduleDate”). Such Early Termination Notice may be revoked by the Lessor at any time on or prior to the 30th day preceding the Early Termination Date (the “Early Termination Commitment Date”), after which day the Lessor shall be irrevocably committed to terminate this Facility Lease on the Early Termination Date. On or prior to the Early Termination Commitment Date, the Lessor shall deposit with the Indenture Trustee cash in an amount (or a letter of credit for such amount of any bank whose long-term unsecured debt securities are rated not less than A2 by Moody’s or, so long as any Bonds rated by Standard & Poor’s are then Outstanding, whose unsecured debt securities are assigned a rating by Standard & Poor’s which is not less than the rating then assigned by Standard & Poor’s to any debt securities of the Lessee then outstanding) showing in reasonable detail equal to the calculation unpaid principal amount of all Notes Outstanding on such date and all premium, if any, and interest accrued and to accrue on and as of the Early Termination PaymentDate. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing On the Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow Date, the Members and their advisors to have reasonable access Lessee shall pay to the appropriate representativesLessor any Basic Rent due or accrued, as determined by the Corporation or as reasonably requested by a Membercase may be, at the Corporation to and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members received such Early Termination Schedule unless: (i) a Member within thirty (30) calendar days after receiving including the Early Termination ScheduleDate, provides and shall pay to the Corporation Person or Persons entitled thereto all Supplemental Rent (excluding from such Supplemental Rent any amount due and owing with (A) notice respect to principal of, and premium, if any, on the Notes being prepaid on such date, other than any amount of a material objection principal which would have been paid on such date if such Notes were not being prepaid), whereupon the obligation of the Lessee to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ material objection (a “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 pay any Basic Rent for any period after the Early Termination Schedule) in support of such Termination Objection Notice; or (ii) each Date shall cease and the Lease Term shall end, but the obligations of the Members provides a written waiver Lessee to pay Supplemental Rent when and as due shall continue in full force and effect and shall not be impaired by reason of any such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Datetermination.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members Searchlight and Rook a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) and or (c), the Corporation shall deliver a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to Searchlight and Rook supporting schedules and work papers, as determined by the Corporation or as papers reasonably requested by the MembersSearchlight or Rook, as applicable, that provide a reasonable level of detail regarding are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; allow Searchlight and (z) allow the Members Rook and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a MemberSearchlight or Rook, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members Searchlight and Rook received such Early Termination Schedule unless: (i) a Member Searchlight or Rook within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ Searchlight or Rook’s, as applicable, material objection (a “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 (ii) each of the Members Searchlight and Rook provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members Searchlight and Rook is received by the Corporation. In the event that a Member Searchlight or Rook timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member Searchlight or Rook, as applicable, shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the U.S. Corporation chooses to exercise its right of early termination under Section 4.1 above, the U.S. Corporation shall deliver to the Members a notice of the U.S. Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The U.S. Corporation shall also (x) deliver supporting schedules and work papers, as determined by the U.S. Corporation or as reasonably requested by the Membersa 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 a U.S. Corporation Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the U.S. Corporation or as reasonably requested by a Memberthe Members, at the U.S. Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members received such Early Termination Schedule unless: (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the U.S. Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ such Member’s material objection (a “Termination Objection Notice”) and (B) a letter from an a Member 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 (ii) each of the Members Member provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the U.S. Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the U.S. Corporation of the Termination Objection Notice, the U.S. Corporation and such Member shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an a Member Advisory Firm referenced in clause (i) above shall be borne solely by such Member, Member and the neither U.S. Corporation nor the U.S. LLC shall have no any liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Membersa 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 (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Memberthe Members, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members received such Early Termination Schedule unless: (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ such Member’s material objection (a “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 (ii) each of the Members Member provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members a Agent and each Self-Represented TRA Holder notice of the Corporation’s decision such intention to exercise such right (an 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 Corporation shall deliver to the Agent and each Self-Represented TRA Holder (a) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also Payment and the amount due to the relevant TRA Holder (xthe “Early Termination Schedule”) deliver supporting schedules and (b) any other work papers, as determined by the Corporation or as papers reasonably requested by the MembersAgent and any Self-Represented TRA Holder. In addition, 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 (z) Corporation shall allow the Members Agent and their advisors to have each Self-Represented TRA Holder reasonable access (that does not interfere with the ongoing operations of the business of the Corporation) to the appropriate representatives, as determined by representatives of the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule and (c) a Corporation Letter supporting such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) all parties hereto 30 calendar days from the first date on which the Members Agent or Self-Represented TRA Holder, as applicable, has received such Early Termination Schedule unless: or amendment thereto unless the Agent or Self-Represented TRA Holder (ix) provides the Corporation with notice of a Member material objection to such Schedule, made in good faith, within thirty (30) 30 calendar days after receiving the Early Termination Schedule, provides the Corporation with Schedule (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ material objection (a “Termination Material Objection Notice”) and or (By) 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 (ii) each of the Members provides a written waiver of such right of a Termination Material Objection Notice within the period described in the foregoing clause (i) abovex), in which case case, such Early Termination Schedule becomes shall become final and binding on the date the a waiver from all Members is the Agent or Self-Represented TRA Holder, as applicable, has been received by the Corporation. In If the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, Corporation and if the PartiesAgent or Self-Represented TRA Holder, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice such notice within thirty (30) 30 calendar days after receipt by the Corporation of the Termination Material Objection Notice, the Corporation and Agent or such Member Self-Represented TRA Holder shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced Procedures set forth in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date7.9.”

Early Termination Notice. If the Corporation Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporation Corporate Taxpayer shall deliver to the Members a each Shareholder notice of the Corporation’s decision such intention to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant Payment for purposes of preparing the Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination ScheduleShareholder. The Early Termination Schedule provided to a Shareholder shall become final and binding on each Party party thirty (30) calendar days from the first date on which the Members received Corporate Taxpayer sent the Shareholder such Early Termination Schedule unless: unless (ia) a Member the Trimaran Cabinet Representative within thirty (30) calendar days after receiving the Early Termination Scheduledate Corporate Taxpayer sent such Schedule or amendment thereto, provides the Corporation Corporate Taxpayer with (A) notice of a material objection an Objection Notice with respect to such Early Termination Schedule made in good faith and setting forth in reasonable detail or (b) the Members’ material objection (a “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 (ii) each of the Members applicable Shareholder provides a written waiver of such the right of a Termination the Trimaran Cabinet Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (i) abovea), in which case such Early Termination Schedule or amendment thereto becomes binding on the date the waiver from all Members is received by Corporate Taxpayer. If Corporate Taxpayer and the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the PartiesTrimaran Cabinet Representative, for any reason, are unable to successfully resolve the issues raised in the Termination such Objection Notice within thirty (30) calendar days after receipt by the Corporation Corporate Taxpayer of the Termination Objection Notice, Corporate Taxpayer and the Corporation and such Member Trimaran Cabinet Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the every Early Termination Schedule under this Agreement becomes final in accordance with this Section 4.2 and the Reconciliation Procedures shall be the “Early Termination Reference Effective Date”.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the Representative supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the MembersRepresentative, 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 consult with the Advisory Firm Letter supporting (to the extent necessary in the Corporation’s determination) with respect to such Early Termination Schedule; and (z) allow and the Members Representative and their advisors to have reasonable access at no cost to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Memberthe Representative, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members Representative received such Early Termination Schedule unless: (i) a Member the Representative within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ Representative’s, as applicable, material objection (a “Termination Objection Notice”) and (B) a letter from an Advisory Firm (that is different from the Advisory Firm that was used consulted by the Corporation with respect to prepare the Early Termination Schedule) in support of such Termination Objection Notice; or (ii) each of the Members Representative provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members the Representative is received by the Corporation. In the event that a Member the Representative timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member or the Representative, as applicable, shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Memberthe Representative, as applicable, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery, provided, however, that all Members shall reimburse the Representative for such expenses in an amount that is pro rata with respect to their rights to Early Termination Payments. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation Holdings chooses to exercise its right of early termination under Section 4.1 above, the Corporation Holdings shall deliver to the Members WP a notice of the Corporation’s Holdings’ decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation Holdings shall also (x) deliver supporting schedules and work papers, as determined by the Corporation Holdings or as reasonably requested by the MembersWP, 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 (z) allow the Members WP and their its advisors to have reasonable access to the appropriate representatives, as determined by the Corporation Holdings or as reasonably requested by a MemberWP, at the Corporation Holdings and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members WP received such Early Termination Schedule unless: (i) a Member WP within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation Holdings with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ WP’s material objection (a “Termination Objection Notice”) and (B) a letter from an Advisory Firm (that is different from the Advisory Firm that was used by the Corporation Holdings to prepare the Early Termination Schedule) in support of such Termination Objection Notice; or (ii) each of the Members WP provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the CorporationHoldings. In the event that a Member WP timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation Holdings of the Termination Objection Notice, the Corporation Holdings and such Member WP shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, WP and the Corporation Holdings shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members TRA Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) and or (c) (or an early termination pursuant to Section 4.1(d)), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder Representative supporting schedules and work papers, as determined by the Corporation or as papers from an Advisory Firm and any additional materials reasonably requested by the Members, TRA Holder Representative that provide a reasonable level of detail regarding are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members TRA Holder Representative and their its advisors to have reasonable access to the appropriate representatives, representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by a Memberthe TRA Holder Representative, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members TRA Holder Representative received such Early Termination Schedule unless: (i) a Member the TRA Holder Representative within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ TRA Holder Representative’s material objection (a “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 (ii) each of the Members TRA Holder Representative provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members the TRA Holder Representative is received by the Corporation. In the event that a Member the TRA Holder Representative timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member the TRA Holder Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporation Corporate Taxpayer shall deliver to the Members a each Shareholder notice of the Corporation’s decision such intention to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant Payment for purposes of preparing the Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination ScheduleShareholder. The Early Termination Schedule provided to a Shareholder shall become final and binding on each Party party thirty (30) calendar days from the first date on which the Members received Corporate Taxpayer sent the Shareholder such Early Termination Schedule unless: unless (ia) a Member the SKM Norcraft Representative within thirty (30) calendar days after receiving the Early Termination Scheduledate Corporate Taxpayer sent such Schedule or amendment thereto, provides the Corporation Corporate Taxpayer with (A) notice of a material objection an Objection Notice with respect to such Early Termination Schedule made in good faith and setting forth in reasonable detail or (b) the Members’ material objection (a “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 (ii) each of the Members applicable Shareholder provides a written waiver of such the right of a Termination the SKM Norcraft Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (i) abovea), in which case such Early Termination Schedule or amendment thereto becomes binding on the date the waiver from all Members is received by Corporate Taxpayer. If Corporate Taxpayer and the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the PartiesSKM Norcraft Representative, for any reason, are unable to successfully resolve the issues raised in the Termination such Objection Notice within thirty (30) calendar days after receipt by the Corporation Corporate Taxpayer of the Termination Objection Notice, Corporate Taxpayer and the Corporation and such Member SKM Norcraft Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the every Early Termination Schedule under this Agreement becomes final in accordance with this Section 4.2 and the Reconciliation Procedures shall be the “Early Termination Reference Effective Date”.”

Early Termination Notice. If the Corporation Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporation Corporate Taxpayer shall deliver to the Members a each LLC Unit Holder notice of the Corporation’s decision such intention to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant Payment for purposes of preparing the Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination ScheduleLLC Unit Holder. The Early Termination Schedule provided to an LLC Unit Holder shall become final and binding on each Party party thirty (30) calendar days from the first date on which the Members received Corporate Taxpayer sent the LLC Unit Holder such Early Termination Schedule unless: unless (ia) a Member the LLC Unit Holder Representative within thirty (30) calendar days after receiving the Early Termination Schedule, date the Corporate Taxpayer sent such Schedule or amendment thereto provides the Corporation Corporate Taxpayer with (A) notice of a material objection an Objection Notice with respect to such Early Termination Schedule made in good faith and setting forth in reasonable detail or (b) the Members’ material objection (a “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 (ii) each of the Members applicable LLC Unit Holder provides a written waiver of such the right of a Termination the LLC Unit Holder Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (i) abovea), in which case such Early Termination Schedule or amendment thereto becomes binding on the date the waiver from all Members is received by Corporate Taxpayer. If Corporate Taxpayer and the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the PartiesLLC Unit Holder Representative, for any reason, are unable to successfully resolve the issues raised in the Termination such Objection Notice within thirty (30) calendar days after receipt by the Corporation Corporate Taxpayer of the Termination Objection Notice, Corporate Taxpayer and the Corporation and such Member LLC Unit Holder Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the every Early Termination Schedule under this Agreement becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Effective Date”.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members TRA Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Sections 4.1(b) and or 4.1(c), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder Representative supporting schedules and work paperspapers from an Advisory Firm, as determined by the Corporation or as and any additional materials reasonably requested by the Members, TRA Holder Representative that provide a reasonable level of detail regarding are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members TRA Holder Representative and their its advisors to have reasonable access to the appropriate representatives, representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm TRA Holder Representative in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members TRA Holder Representative received such Early Termination Schedule unless: (i) a Member the TRA Holder Representative within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) written notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ TRA Holder Representative’s material objection (a “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 (ii) each of the Members TRA Holder Representative provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members the TRA Holder Representative is received by the Corporation. In the event that a Member the TRA Holder Representative timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member the TRA Holder Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporation Corporate Taxpayer shall deliver to the Members a TRA Party Representative notice of the Corporation’s decision such intention to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination PaymentPayment(s) due for each TRA Party and the TRA Bonus Amount in respect thereof. The Corporation shall also (x) deliver supporting schedules and work papers, On the same date as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level delivery 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 Notice and the Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access Schedule to the appropriate representativesTRA Party Representative pursuant to this Section 4.2, as determined by the Corporation or as reasonably requested by a MemberCorporate Taxpayer shall deliver to the Permira Representative an Early Termination Notice and such portion of the Early Termination Schedule that relates to the Permira Parties (including, at for the Corporation avoidance of doubt, with respect to the WCAS XII Blocker), and the Advisory Firm in connection with a review of such Corporate Taxpayer shall deliver to the Warburg Representative an Early Termination ScheduleNotice and such portion of the Early Termination Schedule that relates to the Warburg Parties (including, for the avoidance of doubt, with respect to the WCAS XII Blocker). The Each Early Termination Schedule shall become final and binding on each Party all parties thirty (30) calendar days from the first date on which the Members TRA Party Representative is treated as having received such Early Termination Schedule unless: or amendment thereto under Section 7.1 unless the TRA Party Representative (ia) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporation Corporate Taxpayer with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ material objection (a “Termination Material Objection Notice”) and or (Bb) 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 (ii) each of the Members provides a written waiver of such right of a Termination Material Objection Notice within the period described in clause (ia) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. In Corporate Taxpayer; provided, that the event that a Member timely delivers a Termination Objection Notice pursuant TRA Party Representative shall consult in good faith with the Permira Representative regarding any objections to clause such Schedule by the Permira Representative to the extent related to the Permira Parties (i) aboveincluding, for the avoidance of doubt, with respect to the WCAS XII Blocker), and if with the PartiesWarburg Representative regarding any objections to such Schedule by the Warburg Representative to the extent related to the Warburg Parties (including, for the avoidance of doubt, with respect to and the WCAS XII Blocker), and shall include all reasonable material objections of the Permira Representative or the Warburg Representative in a Material Objection Notice. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice such notice within thirty (30) calendar days after receipt by the Corporation Corporate Taxpayer of the Termination Material Objection Notice, the Corporation Corporate Taxpayer and such Member the TRA Party Representative shall employ the Reconciliation Procedures. For Procedures in which case such Schedule becomes binding ten (10) calendar days after the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any conclusion of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference DateReconciliation Procedures.”

Early Termination Notice. If the Corporation Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporation Corporate Taxpayer shall deliver to the Members a CD&R Representative and each Partnership Interest Holder notice of the Corporation’s decision such intention to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant Payment for purposes of preparing the Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Scheduleeach Partnership Interest Holder. The Early Termination Schedule provided to a Partnership Interest Holder shall become final and binding on each Party Partnership Interest Holder and the CD&R Representative thirty (30) calendar days from the first date on which Corporate Taxpayer sent the Members received CD&R Representative such Early Termination Schedule unless: unless (ia) a Member the CD&R Representative within thirty (30) calendar days after receiving the Early Termination Schedule, date Corporate Taxpayer sent such Schedule or amendment thereto provides the Corporation Corporate Taxpayer with (A) notice of a material objection an Objection Notice with respect to such Early Termination Schedule made in good faith and setting forth in reasonable detail or (b) the Members’ material objection (a “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 (ii) each of the Members applicable Partnership Interest Holder provides a written waiver of such the right of a Termination the CD&R Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (i) abovea), in which case such Early Termination Schedule or amendment thereto becomes binding on the date the waiver from all Members is received by Corporate Taxpayer. If Corporate Taxpayer and the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the PartiesCD&R Representative, for any reason, are unable to successfully resolve the issues raised in the Termination such Objection Notice within thirty (30) calendar days after receipt by the Corporation Corporate Taxpayer of the Termination Objection Notice, Corporate Taxpayer and the Corporation and such Member CD&R Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the every Early Termination Schedule under this Agreement becomes final with respect to all Partnership Interest Holders in accordance with this Section 4.2 shall be the “Early Termination Reference Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to any Partnership Interest Holder or any of its respective Affiliates hereunder or to any recipient under the Former Limited Partner Tax Receivable Agreement is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other Partnership Interest Holders or such other recipient, would change the amounts payable to such other Persons hereunder or under the Former Limited Partner Tax Receivable Agreement, Corporate Taxpayer shall utilize such revised methodology with respect to all Partnership Interest Holders and make additional payments (or reduce payments, if any), as applicable.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the LLC and the Members a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the Members supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Membersa Member, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members received such Early Termination Schedule unless: (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the LLC and the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ Member’s material objection (a “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 (ii) each of the Members Member provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the LLC or the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if such Member, the PartiesLLC and the Corporation, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”” The Early Termination Schedule shall be amended consistent with the resolution of the issues set forth in the Termination Objection Notice with respect to any Member whose Early Termination Payments would be adjusted as a result of the application of such resolution to such other Member’s Early Termination Payments.

Early Termination Notice. If the Corporation Holdings chooses to exercise its right of early termination under Section 4.1 above, the Corporation Holdings shall deliver to the Members RIHI a notice of the Corporation’s Holdings’ decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation Holdings shall also (x) deliver supporting schedules and work papers, as determined by the Corporation Holdings or as reasonably requested by the MembersRIHI, 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 (z) allow the Members RIHI and their its advisors to have reasonable access to the appropriate representatives, as determined by the Corporation Holdings or as reasonably requested by a MemberRIHI, at the Corporation Holdings and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members RIHI received such Early Termination Schedule unless: (i) a Member RIHI within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation Holdings with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ RIHI’s material objection (a “Termination Objection Notice”) and (B) a letter from an Advisory Firm (that is different from the Advisory Firm that was used by the Corporation Holdings to prepare the Early Termination Schedule) in support of such Termination Objection Notice; or (ii) each of the Members RIHI provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the CorporationHoldings. In the event that a Member RIHI timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation Holdings of the Termination Objection Notice, the Corporation Holdings and such Member RIHI shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, RIHI and the Corporation Holdings shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members TRA Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and ). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1 (or an early termination pursuant to Section 4.1), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (xa) deliver to the TRA Holder Representative supporting schedules and work papers, as determined by the Corporation or as papers from an Advisory Firm and any additional materials reasonably requested by the Members, TRA Holder Representative that provide a reasonable level of detail regarding are reasonably necessary in order to understand 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 (zb) allow the Members TRA Holder Representative and their its advisors to have reasonable access to the appropriate representatives, representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by a Memberthe TRA Holder Representative, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty forty-five (3045) calendar days from the first date on which the Members TRA Holder Representative received such Early Termination Schedule unless: 4.2.1.1 the TRA Holder Representative within forty-five (i45) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ TRA Holder Representative’s material objection (a “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 (ii) each of 4.2.1.2 the Members TRA Holder Representative provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) Section 4.2.1.1 above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members the TRA Holder Representative is received by the Corporation. In the event that a Member the TRA Holder Representative timely delivers a Termination Objection Notice pursuant to clause (i) Section 4.2.1.1 above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member the TRA Holder Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If Charter and the Corporation chooses Charter Member choose to exercise its right of request early termination under Section 4.1 5.01(a) above, or in the Corporation case of a termination pursuant to Section 5.01(b), Charter and the Charter Member shall deliver to the Members each TRA Party a notice of (the Corporation’s decision to exercise such right (an “Early Termination Notice”) specifying Charter and the Charter Member’s intention to request early termination or the event causing a schedule (the “Early Termination Schedule”) termination pursuant to Section 5.01(b), as applicable, and showing in reasonable detail the its calculation of the Early Termination Payment with respect to such TRA Party (each, a “Proposed Early Termination Payment”). The Corporation At the time (a) Charter and the Charter Member deliver the Early Termination Notice to the TRA Parties, or (b) in the case of a termination pursuant to Section 5.01(b), within 30 days following the Material Breach giving rise to such termination, Charter shall also (xa) deliver supporting to each TRA Party schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a papers providing reasonable level of detail regarding the data and calculations that were relevant for purposes calculation of preparing the Proposed Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting Payment with respect to such Early Termination Schedule; TRA Party and (zb) allow the Members and their advisors to have such TRA Party reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, representatives at the Corporation Charter and the Advisory Firm its Subsidiaries in connection with a its review of such calculation. Within 30 days after receiving such calculation, such TRA Party shall notify Charter and the Charter Member whether it agrees to or objects to the Proposed Early Termination SchedulePayment with respect to such TRA Party. The Proposed Early Termination Schedule Payment with respect to a TRA Party shall only become final and binding on each Charter, the Charter Member and such TRA Party thirty (30) calendar days from if such TRA Party agrees in writing to the first date on which value of the Members received such Proposed Early Termination Schedule unless: Payment within such 30 day period (i) a Member within thirty (30) calendar days after receiving or such shorter period as may be mutually agreed in writing by the relevant parties). If the relevant parties, negotiating in good faith, cannot agree upon the value of an Early Termination SchedulePayment within such 30 day period, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ material objection (a “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 (ii) each of the Members provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation Charter and such Member TRA Party shall employ the Reconciliation ProceduresProcedures to resolve the dispute. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, Charter and the Corporation Charter Member shall have no liability with respect obligation to such letter or any of the expenses associated with its preparation and deliveryrequest early termination under Section 5.01. The date on which the such Proposed Early Termination Schedule Payment becomes final in accordance with this Section 4.2 5.02 or the Reconciliation Procedures, as applicable, shall be the “Early Termination Reference Date”.”

Early Termination Notice. If the Corporation PubCo chooses to exercise its right of early termination under Section 4.1 above, the Corporation PubCo shall deliver to the Members TRA Holder Representatives a notice of the CorporationPubCo’s decision to exercise such right (an “Early Termination Notice”) and specifying PubCo’s intention to exercise such right. Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) or (c), PubCo shall deliver a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (xPayment(s) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant due for purposes of preparing the Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Scheduleeach TRA Holder. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members TRA Holder Representatives received such Early Termination Schedule unlessunless any TRA Holder Representative: (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation PubCo with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ TRA Holder Representative’s material objection (a “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 (ii) each of the Members provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members the TRA Holder Representative is received by PubCo. If PubCo and the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Partiesrelevant TRA Holder Representative, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation PubCo of the Termination Objection Notice, PubCo and the Corporation and such Member relevant TRA Holder Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation VBC chooses to exercise its right of early termination under Section 4.1 above, the Corporation VBC shall deliver to the Members a notice of the CorporationVBC’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation VBC shall also (x) deliver supporting schedules and work papers, as determined by the Corporation VBC or as reasonably requested by the Membersa 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 a VBC Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation VBC or as reasonably requested by a Memberthe Members, at the Corporation VBC and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members received such Early Termination Schedule unless: (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation VBC with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ such Member’s material objection (a “Termination Objection Notice”) ), and (B) a letter from an a Member 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 (ii) each of the Members Member provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the CorporationVBC. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation VBC of the Termination Objection Notice, the Corporation VBC and such Member shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an a Member Advisory Firm referenced in clause (i) above shall be borne solely by such Member, Member and the Corporation VBC shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members TRA Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and ). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1 (or an early termination pursuant to Section 4.1), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder Representative supporting schedules and work papers, as determined by the Corporation or as papers from an Advisory Firm and any additional materials reasonably requested by the Members, TRA Holder Representative that provide a reasonable level of detail regarding are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members TRA Holder Representative and their its advisors to have reasonable access to the appropriate representatives, representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by a Memberthe TRA Holder Representative, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty forty-five (3045) calendar days from the first date on which the Members TRA Holder Representative received such Early Termination Schedule unless: 4.2.1.1 the TRA Holder Representative within forty-five (i45) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ TRA Holder Representative’s material objection (a “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 (ii) each of 4.2.1.2 the Members TRA Holder Representative provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members the TRA Holder Representative is received by the Corporation. In the event that a Member the TRA Holder Representative timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member the TRA Holder Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If In the Corporation chooses to exercise its right event of early termination under Section 4.1 abovean Elective Early Termination, the Corporation Company shall deliver to the Members Holders’ Representative a notice of (the Corporation’s decision to exercise such right (an “Early Termination Notice”) specifying the Company’s intention to exercise such right and showing in reasonable detail its calculation of the Early Termination Payment (the “Proposed Early Termination Payment”). At the time the Company delivers the Early Termination Notice to the Holders’ Representative, the Company shall deliver to the Holders’ Representative (i) a schedule showing, in reasonable detail, the computation of the Proposed Early Termination Payment (the “Early Termination Tax Schedule”), (ii) showing in reasonable detail any work papers and valuation reports relating to the calculation computation of the Proposed Early Termination Payment and (iii) any National Expert report with respect to such Early Termination Tax Schedule, work papers and valuation reports. The Company shall also provide the Holders’ Representative and its advisors reasonable access during normal business hours at no cost to the appropriate representatives at the Company and its Subsidiaries in connection with its review of the Early Termination Tax Schedule, work papers and reports. Within 30 calendar days after receiving such calculation, the Holders’ Representative shall notify the Company whether it agrees to or objects to the Proposed Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Proposed Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule Payment shall become final and binding on each Party thirty (30) calendar days from the first date on which parties if the Members received such Holders’ Representative agrees in writing to the value of the Proposed Early Termination Schedule unless: Payment within such 30 day period (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to or such Early Termination Schedule made shorter period as may be mutually agreed in good faith and setting forth in reasonable detail the Members’ material objection (a “Termination Objection Notice”) and (B) a letter from an Advisory Firm (that is different from the Advisory Firm that was used writing by the Corporation to prepare parties). If the Early Termination Schedule) in support of such Termination Objection Notice; or (ii) each of the Members provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) aboveHolders’ Representative objects, and if the PartiesHolders’ Representative and the Company, for any reason, are unable to successfully resolve cannot agree upon the issues raised in value of the Early Termination Objection Notice Payment within thirty (30) 15 calendar days after following the Company’s receipt by the Corporation of the Termination Objection NoticeHolders’ Representative objection, the Corporation Company and such Member the Holders shall employ the Reconciliation ProceduresProcedures as described in Section 8.13 of this Agreement. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation Company shall have no liability with respect obligation to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this request early termination under Section 4.2 shall be the “Early Termination Reference Date5.01.”

Early Termination Notice. If the Corporation PC Corp chooses to exercise its right of early termination under Section 4.1 above, the Corporation PC Corp shall deliver to the Members a notice of the Corporation’s PC Corp's decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation PC Corp shall also (x) deliver supporting schedules and work papers, as determined by the Corporation PC Corp or as reasonably requested by the Membersa 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 a PC Corp Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation PC Corp or as reasonably requested by a Memberthe Members, at the Corporation PC Corp and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members received such Early Termination Schedule unless: (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation PC Corp with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ such Member's material objection (a “Termination Objection Notice”) and (B) a letter from an a Member 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 (ii) each of the Members Member provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. PC Corp. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation PC Corp of the Termination Objection Notice, the Corporation PC Corp and such Member shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an a Member Advisory Firm referenced in clause (i) above shall be borne solely by such Member, Member and the Corporation neither PC Corp nor the Company shall have no any liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members TRA Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) and or (c) (or an early termination pursuant to Section 4.1(d)), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder Representative supporting schedules and work papers, as determined by the Corporation or as papers from an Advisory Firm and any additional materials reasonably requested by the Members, TRA Holder Representative that provide a reasonable level of detail regarding are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members TRA Holder Representative and their its advisors to have reasonable access to the appropriate representatives, representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by a Memberthe TRA Holder Representative, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty forty-five (3045) calendar days from the first date on which the Members TRA Holder Representative received such Early Termination Schedule unless: (i) a Member the TRA Holder Representative within thirty forty-five (3045) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ TRA Holder Representative’s material objection (a “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 (ii) each of the Members TRA Holder Representative provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members the TRA Holder Representative is received by the Corporation. In the event that a Member the TRA Holder Representative timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member the TRA Holder Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation MDC Holdings chooses to exercise its right of early termination under Section 4.1 4.01(a) above, the Corporation MDC Holdings shall deliver to the Members Stagwell a notice of the Corporation’s MDC Holdings’ decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation MDC Holdings shall also (x) deliver supporting schedules and work papers, as determined by the Corporation MDC Holdings or as reasonably requested by the MembersStagwell, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; Schedule and (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; allow Stagwell and (z) allow the Members and their its advisors to have reasonable access to the appropriate representatives, as determined by the Corporation MDC Holdings or as reasonably requested by a MemberStagwell, at the Corporation of MDC Holdings and the Advisory Accounting Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party the Parties thirty (30) calendar days from the first date on which the Members Stagwell received such Early Termination Schedule unless: (i) a Member : within thirty (30) calendar days after receiving the Early Termination Schedule, Stagwell provides the Corporation MDC Holdings with (A) a notice of a material an objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ material Stagwell’s objection thereto (a “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 (ii) each of the Members or Stagwell provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes shall become final and binding on the Parties on the date the waiver from all Members is received by the CorporationMDC Holdings. In the event that a Member Stagwell timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation MDC Holdings of the Termination Objection Notice, the Corporation MDC Holdings and such Member Stagwell shall employ the Reconciliation Procedures. For Procedures (in which event the avoidance Early Termination Schedule shall become final and binding on the Parties on the date of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any determination of the expenses associated with its preparation and deliveryexpert pursuant to Section 7.12). The date on which the Early Termination Schedule becomes final and binding on the Parties in accordance with this Section 4.2 4.02 shall be the “Early Termination Reference Date.”

Early Termination Notice. If In the Corporation chooses to exercise its right event of early termination under Section 4.1 abovean Elective Early Termination, the Corporation Company shall deliver to the Members Holders’ Representative a notice of (the Corporation’s decision to exercise such right (an “Early Termination Notice”) specifying the Company’s intention to exercise such right and showing in reasonable detail its calculation of the Early Termination Payment (the “Proposed Early Termination Payment”). At the time the Company delivers the Early Termination Notice to the Holders’ Representative, the Company shall deliver to the Holders’ Representative (i) a schedule showing, in reasonable detail, the computation of the Proposed Early Termination Payment (the “Early Termination Schedule”) showing in reasonable detail and (ii) any work papers and valuation reports relating to the calculation computation of the Proposed Early Termination Payment. The Corporation Company shall also (x) deliver supporting schedules provide the Holders’ Representative and work papers, as determined by its advisors reasonable access during normal business hours at no cost to the Corporation or as reasonably requested by appropriate representatives at the Members, that provide a reasonable level Company and its Subsidiaries in connection with its review 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 , work papers and reports. Within 30 calendar days after receiving such calculation, the Holders’ Representative shall notify the Company whether it agrees to or objects to the Proposed Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Payment. The Proposed Early Termination Schedule. The Early Termination Schedule Payment shall become final and binding on each Party thirty (30) calendar days from the first date on which parties if the Members received such Holders’ Representative agrees in writing to the value of the Proposed Early Termination Schedule unless: Payment within such 30 day period (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to or such Early Termination Schedule made shorter period as may be mutually agreed in good faith and setting forth in reasonable detail the Members’ material objection (a “Termination Objection Notice”) and (B) a letter from an Advisory Firm (that is different from the Advisory Firm that was used writing by the Corporation to prepare parties). If the Early Termination Schedule) in support of such Termination Objection Notice; or (ii) each of the Members provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) aboveHolders’ Representative objects, and if the PartiesHolders’ Representative and the Company, for any reason, are unable to successfully resolve cannot agree upon the issues raised in value of the Early Termination Objection Notice Payment within thirty (30) 15 calendar days after following the Company’s receipt by the Corporation of the Termination Objection NoticeHolders’ Representative objection, the Corporation Company and such Member the Holders shall employ the Reconciliation ProceduresProcedures as described in Section 6.13 of this Agreement. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation Company shall have no liability with respect obligation to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this request early termination under Section 4.2 shall be the “Early Termination Reference Date4.01.”

Early Termination Notice. If the Corporation APAM chooses to exercise its right of early termination under Section 4.1 above, the Corporation APAM shall deliver to the Members a H&F ▇▇▇▇▇▇ notice of the Corporation’s decision such intention to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying APAM’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination PaymentPayment for H&F ▇▇▇▇▇▇. The Corporation APAM shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a use its reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; (y) best efforts to deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party party thirty (30) calendar days from the first date on which the Members H&F ▇▇▇▇▇▇ received such Early Termination Schedule unless: : (ia) a Member if APAM delivered an Advisory Firm Letter with respect to such Early Termination Schedule, H&F ▇▇▇▇▇▇ within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation APAM with (Ai) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ H&F ▇▇▇▇▇▇’▇ material objection (a “Termination Material Objection Notice”) and (Bii) a letter from an Advisory Firm supporting such material objection; (that is different from the b) if APAM did not deliver an Advisory Firm that was used by the Corporation Letter with respect to prepare such Early Termination Schedule, H&F ▇▇▇▇▇▇ within thirty (30) calendar days after receiving the Early Termination Schedule) in support of such Termination , provides APAM with a Material Objection Notice; or or -16- (iic) each of the Members H&F ▇▇▇▇▇▇ provides a written waiver of such right of a Termination Material Objection Notice within the period described in clause clauses (i) or (ii) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by APAM. If the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Partiesparties, for any reason, are unable to successfully resolve the issues raised in the Termination a Material Objection Notice within thirty (30) calendar days after receipt by the Corporation APAM of the Termination Material Objection Notice, the Corporation and such Member parties shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (ia) above shall be borne solely by such Member, H&F ▇▇▇▇▇▇ and the Corporation APAM shall have no liability with respect to such letter or any the expense of the expenses associated with its preparation and deliverypreparing or obtaining it. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Effective Date”.”

Early Termination Notice. If the Corporation NPC chooses to exercise its right of request early termination under Section 4.1 5.01 above, the Corporation NPC shall deliver to the Members each TRA Party a notice of (the Corporation’s decision to exercise such right (an “Early Termination Notice”) specifying NPC’s intention to request early termination and a schedule (the “Early Termination Schedule”) showing in reasonable detail the its calculation of the Early Termination Payment (the “Proposed Early Termination Payment”). At the time NPC delivers the Early Termination Notice to the TRA Parties, NPC shall (a) deliver to each TRA Party schedules and work papers providing reasonable detail regarding the calculation of the Proposed Early Termination Payment if requested by such TRA Party and a letter from a nationally recognized accounting firm supporting such calculation and (b) allow any Requisite TRA Party reasonable access during normal business hours at no cost to the appropriate representatives at NPC and its Subsidiaries and such accounting firm (and the Accounting Firm) in connection with its review of such calculation. Within 30 calendar days after receiving such calculation, the Majority TRA Parties shall notify NPC whether it or they agree to or object to the Proposed Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Proposed Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule Payment shall become final and binding on each Party thirty the TRA Parties if the Majority TRA Parties agree in writing to (30or fail to object to) calendar days from the first date on which value of the Members received such Proposed Early Termination Schedule unless: Payment within such 30 day period (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to or such Early Termination Schedule made shorter period as may be mutually agreed in good faith and setting forth in reasonable detail the Members’ material objection (a “Termination Objection Notice”) and (B) a letter from an Advisory Firm (that is different from the Advisory Firm that was used writing by the Corporation to prepare parties). If the Early Termination Schedule) in support of such Termination Objection Notice; or (ii) each of the Members provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) aboveMajority TRA Parties object, and if the PartiesMajority TRA Parties and NPC, for any reason, are unable to successfully resolve cannot agree upon the issues raised in value of the Early Termination Objection Notice Payment within thirty (30) 30 calendar days after following NPC’s receipt by the Corporation of the Termination Objection NoticeMajority TRA Parties’ objection, NPC and the Corporation and such Member Majority TRA Parties shall employ the Reconciliation ProceduresProcedures as described in Section 8.09 of this Agreement. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation NPC shall have no liability with respect obligation to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this request early termination under Section 4.2 shall be the “Early Termination Reference Date5.01.”

Early Termination Notice. If the Corporation Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporation Corporate Taxpayer shall deliver to each TRA Party and the Members a Continuing Common A Owners Representative notice of the Corporation’s decision such intention to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (xPayment(s) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant due for purposes of preparing the Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation each TRA Party and the Advisory Firm in connection with a review of such Early Termination ScheduleContinuing Common A Owners Representative. The Each Early Termination Schedule shall become final and binding on each Party all parties thirty (30) calendar days from the first date on which all TRA Parties and the Members Continuing Common A Owners Representative are treated as having received such Early Termination Schedule unless: or amendment thereto under Section 7.1 unless the TRA Party Representative or the Continuing Common A Owners Representative, as the case may be, (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, such date provides the Corporation Corporate Taxpayer with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ material objection (a “Termination Material 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 or (ii) each of the Members provides a written waiver of such right of a Termination Material Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the CorporationCorporate Taxpayer. In If the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) aboveCorporate Taxpayer and the TRA Party Representative or the Continuing Common A Owners Representative, and if as the Partiescase may be, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice such notice within thirty (30) calendar days after receipt by the Corporation Corporate Taxpayer of the Termination Material Objection Notice, the Corporation Corporate Taxpayer and such Member the TRA Party Representative or the Continuing Common A Owners Representative, as the case may be, shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) days after the conclusion of the Reconciliation Procedures. For The TRA Party Representative or the avoidance Continuing Common A Owners Representative, as the case may be, will fairly represent the interests of doubteach of the TRA Parties or the Continuing Common A Owners, as the case may be, and notwithstanding anything to the contrary hereinshall timely raise and pursue, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “4.2, any reasonable objection to an Early Termination Reference DateSchedule 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 Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members TRA Party Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Party Representative supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the MembersTRA Party Representative, 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 to the TRA Party Representative a Corporation Letter supporting such Early Termination Schedule; and (z) allow the Members TRA Party Representative and their its advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, the TRA Party Representative at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members TRA Party Representative received such Early Termination Schedule unless: (i) a Member the TRA Party Representative within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ TRA Party Representative’s material objection (a “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 (ii) each of the Members TRA Party Representative provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members the TRA Party Representative is received by the Corporation. In the event that a Member the TRA Party Representative timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member the TRA Party Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Membersa 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 a Corporation Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Memberthe Members, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members received such Early Termination Schedule unless: (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ such Member’s material objection (a “Termination Objection Notice”) and (B) a letter from an a Member 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 (ii) each of the Members Member provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, Member and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation Vantiv chooses to exercise its right of request early termination under Section 4.1 5.01 above, the Corporation Vantiv shall deliver to the Members Existing Investors’ Representative a notice of (the Corporation’s decision to exercise such right (an “Early Termination Notice”) specifying Vantiv’s intention to request early termination and a schedule (the “Early Termination Schedule”) showing in reasonable detail the its calculation of the Early Termination Payment (the “Proposed Early Termination Payment”). 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 work papers providing reasonable detail regarding the calculation of the Proposed Early Termination Payment and a letter from a nationally recognized accounting firm supporting such calculation and (b) allow the Existing Investors’ Representative reasonable access during normal business hours at no cost to the appropriate representatives at Vantiv and NPC and such accounting firm (and the Accounting Firm) in connection with its review of such calculation. Within 30 calendar days after receiving such calculation, the Existing Investors’ Representative shall notify Vantiv whether it agrees to or objects to the Proposed Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Proposed Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule Payment shall become final and binding on each Party thirty (30) calendar days from the first date on which parties if the Members received such Existing Investors’ Representative agrees in writing to the value of the Proposed Early Termination Schedule unless: Payment within such 30 day period (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to or such Early Termination Schedule made shorter period as may be mutually agreed in good faith and setting forth in reasonable detail the Members’ material objection (a “Termination Objection Notice”) and (B) a letter from an Advisory Firm (that is different from the Advisory Firm that was used writing by the Corporation to prepare parties). If the Early Termination Schedule) in support of such Termination Objection Notice; or (ii) each of the Members provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) aboveExisting Investors’ Representative objects, and if the PartiesExisting Investors’ Representative and Vantiv, for any reason, are unable to successfully resolve cannot agree upon the issues raised in value of the Early Termination Objection Notice Payment within thirty (30) 30 calendar days after following Vantiv’s receipt by the Corporation of the Termination Objection NoticeExisting Investors’ Representative objection, Vantiv and the Corporation and such Member Existing Investors shall employ the Reconciliation ProceduresProcedures as described in Section 8.09 of this Agreement. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation Vantiv shall have no liability with respect obligation to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this request early termination under Section 4.2 shall be the “Early Termination Reference Date5.01.”

Early Termination Notice. If the Corporation 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 Corporation then LC TRS I shall deliver to the Members a each applicable TRA Member written notice of the Corporation’s decision such intention to exercise such right (an “Early Termination Notice”) and a schedule (the an “Early Termination Schedule”) specifying LC TRS I’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination PaymentPayment for such TRA Member. The Corporation shall also As of the date thirty (x30) deliver supporting schedules and work papers, as determined by calendar days after the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the date on which an Early Termination Schedule; (y) deliver Notice and an Advisory Firm Letter supporting Early Termination Schedule is delivered to a TRA Member, such Early Termination Schedule; Notice and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty such TRA Member (30) calendar days from the first date and on which the Members received LC TRS I as to that TRA Member, but subject to LC TRS I’s ability to withdraw such Early Termination Schedule unless: Notice in the manner described in Section 4.1) unless such TRA Member (ior, in the case of an early termination for all 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) a Member (in 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 Corporation LC TRS I with (A) written notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ material objection by such TRA Objecting Members (a “Termination Material Objection Notice”) ). If LC TRS I 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 (ii) each of the Members provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the PartiesTRA Objecting Members, for any reason, are unable to successfully resolve the issues raised by such TRA Objecting Members in the Termination such Material Objection Notice within thirty (30) calendar days after of receipt by the Corporation LC TRS I of the Termination such Material Objection Notice, the Corporation LC TRS I and such Member TRA Objecting Members shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything Procedures in order to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by resolve such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Dateissues.”

Early Termination Notice. (a) If the Corporation Company chooses to exercise its right of early termination under Section 4.1 4.01 above, the Corporation it shall deliver to the Members THL and Hawkeye Holdings a notice of (the Corporation’s decision to exercise such right (an “Early Termination Notice”) specifying the Company’s intention to exercise such right and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment or the Change of Control Termination Payment. The Corporation , as the case may be. (b) At the time the Company delivers the Early Termination Notice to THL and Hawkeye Holdings it shall also (x) also deliver supporting to THL and Hawkeye Holdings schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a papers providing reasonable level of detail regarding the data and calculations that were relevant for purposes calculation of preparing the Early Termination Schedule; (y) deliver Payment or the Change of Control Termination Payment, as the 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 Early Termination Schedule; Notice and (zy) allow the Members THL and their advisors to have Hawkeye Holdings reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, representatives at the Corporation Company and the Advisory Firm in connection with a its review of such Early Termination ScheduleNotice. The Such Early Termination Schedule Notice shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members received such Early Termination Schedule unless: (i) a Member Company, THL and Hawkeye Holdings unless either THL or Hawkeye Holdings, within thirty (30) 15 calendar days after receiving the such Early Termination ScheduleNotice, provides the Corporation Company with (A) notice of a material objection to such Early Termination Schedule Notice (an “Early Termination Objection”) made in good faith and setting forth in reasonable detail the Members’ material objection (a such person, an “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 (ii) each of Objector”). If the Members provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case Company and such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) aboveObjector, and if the Parties, for any reasonusing their best efforts, are unable to successfully resolve the issues raised in the Termination Objection Notice such notice within thirty (30) 35 calendar days after receipt by the Corporation of the Early Termination Objection NoticeNotice was delivered to such Early Termination Objector, the Corporation Company and such Member Early Termination Objector shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation PC Corp chooses to exercise its right of early termination under Section 4.1 above, the Corporation PC Corp shall deliver to the Members a notice of the CorporationPC Corp’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation PC Corp shall also (x) deliver supporting schedules and work papers, as determined by the Corporation PC Corp or as reasonably requested by the Membersa 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 a PC Corp Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation PC Corp or as reasonably requested by a Memberthe Members, at the Corporation PC Corp and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members received such Early Termination Schedule unless: (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation PC Corp with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ such Member’s material objection (a “Termination Objection Notice”) and (B) a letter from an a Member 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 (ii) each of the Members Member provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. PC Corp. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation PC Corp of the Termination Objection Notice, the Corporation PC Corp and such Member shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an a Member Advisory Firm referenced in clause (i) above shall be borne solely by such Member, Member and the Corporation neither PC Corp nor the Company shall have no any liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members TRA Holder Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.1(b) and or (c) (or an early termination pursuant to Section 4.1(d)), the Corporation shall deliver a schedule developed in consultation with the Advisory Firm (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver to the TRA Holder Representative supporting schedules and work paperspapers from an Advisory Firm, as determined by the a Corporation or as reasonably Letter, and any additional materials requested by the Members, TRA Holder Representative that provide a reasonable level of detail regarding are reasonably necessary in order to understand the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; and (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members TRA Holder Representative and their its advisors to have reasonable access to the appropriate representatives, representatives at the Corporation and the applicable Advisory Firm as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm TRA Holder Representative in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty sixty (3060) calendar days from the first date on which the Members TRA Holder Representative received such Early Termination Schedule unless: (i) a Member the TRA Holder Representative within thirty sixty (3060) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ TRA Holder Representative’s material objection (a “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 (ii) each of the Members TRA Holder Representative provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members the TRA Holder Representative is received by the Corporation. In the event that a Member the TRA Holder Representative timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member the TRA Holder Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation MDC Holdings chooses to exercise its right of early termination under Section 4.1 4.01(a) above, the Corporation MDC Holdings shall deliver to the Members Stagwell a notice of the Corporation’s MDC Holdings’ decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation MDC Holdings shall also (x) deliver supporting schedules and work papers, as determined by the Corporation MDC Holdings or as reasonably requested by the MembersStagwell, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; Schedule and (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; allow Stagwell and (z) allow the Members and their its advisors to have reasonable access to the appropriate representatives, as determined by the Corporation MDC Holdings or as reasonably requested by a MemberStagwell, at the Corporation of MDC Holdings and the Advisory Accounting Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party the Parties thirty (30) calendar days from the first date on which the Members Stagwell received such Early Termination Schedule unless: (ia) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, Stagwell provides the Corporation MDC Holdings with (A) a notice of a material an objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ material Stagwell’s objection thereto (a “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 (iib) each of the Members Stagwell provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes shall become final and binding on the Parties on the date the waiver from all Members is received by the CorporationMDC Holdings. In the event that a Member Stagwell timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation MDC Holdings of the Termination Objection Notice, the Corporation MDC Holdings and such Member Stagwell shall employ the Reconciliation Procedures. For Procedures (in which event the avoidance Early Termination Schedule shall become final and binding on the Parties on the date of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any determination of the expenses associated with its preparation and deliveryexpert pursuant to Section 7.12). The date on which the Early Termination Schedule becomes final and binding on the Parties in accordance with this Section 4.2 4.02 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporation Corporate Taxpayer shall deliver to the Members a TSG Representative and each LLC Unit Holder notice of the Corporation’s decision such intention to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant Payment for purposes of preparing the Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination ScheduleLLC Unit Holder. The Early Termination Schedule provided to an LLC Unit Holder shall become final and binding on each Party LLC Unit Holder (other than with respect to the TSG Representative and its Affiliates) immediately; except that the Early Termination Schedule will become final and binding with respect to the TSG Representative and its Affiliates thirty (30) calendar days from the first date on which the Members received Corporate Taxpayer sent the TSG Representative such Early Termination Schedule unless: unless (ia) a Member the TSG Representative within thirty (30) calendar days after receiving the Early Termination Schedule, date the Corporate Taxpayer sent such Schedule or amendment thereto provides the Corporation Corporate Taxpayer with (A) notice of a material objection an Objection Notice with respect to such Early Termination Schedule made in good faith and setting forth in reasonable detail or (b) the Members’ material objection (a “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 (ii) each of the Members applicable LLC Unit Holder provides a written waiver of such the right of a Termination the TSG Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (i) abovea), in which case such Early Termination Schedule or amendment thereto becomes binding on the date the waiver from all Members is received by Corporate Taxpayer. If Corporate Taxpayer and the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the PartiesTSG Representative, for any reason, are unable to successfully resolve the issues raised in the Termination such Objection Notice within thirty (30) calendar days after receipt by the Corporation Corporate Taxpayer of the Termination Objection Notice, Corporate Taxpayer and the Corporation and such Member TSG Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the every Early Termination Schedule under this Agreement becomes final with respect to all LLC Unit Holders in accordance with this Section 4.2 shall be the “Early Termination Reference Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to the TSG Representative or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit Holders, would change the amounts payable to such other Persons hereunder, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders and make additional payments (or reduce payments, if any), as applicable.”

Early Termination Notice. If the Corporation Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporation Corporate Taxpayer shall deliver to the Members a TSG Representative and each Indirect LLC Unit Holder notice of the Corporation’s decision such intention to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant Payment for purposes of preparing the Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination ScheduleIndirect LLC Unit Holder. The Early Termination Schedule provided to an Indirect LLC Unit Holder shall become final and binding on each Party Indirect LLC Unit Holder (other than with respect to the TSG Representative and its Affiliates) immediately; except that the Early Termination Schedule will become final and binding with respect to the TSG Representative and its Affiliates thirty (30) calendar days from the first date on which the Members received Corporate Taxpayer sent the TSG Representative such Early Termination Schedule unless: unless (ia) a Member the TSG Representative within thirty (30) calendar days after receiving the Early Termination Schedule, date the Corporate Taxpayer sent such Schedule or amendment thereto provides the Corporation Corporate Taxpayer with (A) notice of a material objection an Objection Notice with respect to such Early Termination Schedule made in good faith and setting forth in reasonable detail or (b) the Members’ material objection (a “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 (ii) each of the Members applicable Indirect LLC Unit Holder provides a written waiver of such the right of a Termination the TSG Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (i) abovea), in which case such Early Termination Schedule or amendment thereto becomes binding on the date the waiver from all Members is received by Corporate Taxpayer. If Corporate Taxpayer and the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the PartiesTSG Representative, for any reason, are unable to successfully resolve the issues raised in the Termination such Objection Notice within thirty (30) calendar days after receipt by the Corporation Corporate Taxpayer of the Termination Objection Notice, Corporate Taxpayer and the Corporation and such Member TSG Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the every Early Termination Schedule under this Agreement becomes final with respect to all LLC Unit Holders in accordance with this Section 4.2 shall be the “Early Termination Reference Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to the TSG Representative or any of its Affiliates hereunder is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other Indirect LLC Unit Holders, would change the amounts payable to such other Persons hereunder, the Corporate Taxpayer shall utilize such revised methodology with respect to all Indirect LLC Unit Holders and make additional payments (or reduce payments, if any), as applicable.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members Beneficiaries a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Membersa Beneficiary, 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 a Corporation Letter supporting such Early Termination Schedule; and (z) allow the Members Beneficiaries and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Memberthe Beneficiaries, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members Beneficiaries received such Early Termination Schedule unless: (i) a Member Beneficiary, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ such Beneficiary’s material objection (a “Termination Objection Notice”) and (B) a letter from an a Beneficiary 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 (ii) each of the Members Beneficiary provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members Beneficiaries is received by the Corporation. In the event that a Member Beneficiary timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member Beneficiary shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an a Beneficiary Advisory Firm referenced in clause (i) above shall be borne solely by such Member, Beneficiary and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Membersa 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 (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members received such Early Termination Schedule unless: (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ such Member’s material objection (a “Termination Objection Notice”) and (B) a letter from an a Member 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 (ii) each of the Members Member provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an a Member Advisory Firm referenced in clause (i) above shall be borne solely by such Member, Member and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporation Corporate Taxpayer shall deliver to the Members a ▇▇▇▇▇ Representative and each Unit Holder notice of the Corporation’s decision such intention to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant Payment for purposes of preparing the Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Scheduleeach Unit Holder. The Early Termination Schedule provided to an Unit Holder shall become final and binding on each Party Unit Holder and the ▇▇▇▇▇ Representative thirty (30) calendar days from the first date on which the Members received Corporate Taxpayer sent the ▇▇▇▇▇ Representative such Early Termination Schedule unless: unless (ia) a Member the ▇▇▇▇▇ Representative within thirty (30) calendar days after receiving the Early Termination Schedule, date the Corporate Taxpayer sent such Schedule or amendment thereto provides the Corporation Corporate Taxpayer with (A) notice of a material objection an Objection Notice with respect to such Early Termination Schedule made in good faith and setting forth in reasonable detail or (b) the Members’ material objection (a “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 (ii) each of the Members applicable LLC Unit Holder provides a written waiver of such the right of a Termination the ▇▇▇▇▇ Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (i) abovea), in which case such Early Termination Schedule or amendment thereto becomes binding on the date the waiver from all Members is received by Corporate Taxpayer. If Corporate Taxpayer and the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties▇▇▇▇▇ Representative, for any reason, are unable to successfully resolve the issues raised in the Termination such Objection Notice within thirty (30) calendar days after receipt by the Corporation Corporate Taxpayer of the Termination Objection Notice, Corporate Taxpayer and the Corporation and such Member ▇▇▇▇▇ Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the every Early Termination Schedule under this Agreement becomes final with respect to all LLC Unit Holders in accordance with this Section 4.2 shall be the “Early Termination Reference Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to any LLC Unit Holder or any of its respective Affiliates hereunder or to any recipient under the Former LLC Owner TRA is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other LLC Unit Holders or such other recipient, would change the amounts payable to such other Persons hereunder or under the Former LLC Owner TRA, the Corporate Taxpayer shall utilize such revised methodology with respect to all LLC Unit Holders and make additional payments (or reduce payments, if any), as applicable.”

Early Termination Notice. If the Corporation PC Corp chooses to exercise its right of early termination under Section 4.1 above, the Corporation PC Corp shall deliver to the Members a notice of the CorporationPC Corp’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation PC Corp shall also (x) deliver supporting schedules and work papers, as determined by the Corporation PC Corp or as reasonably requested by the Membersa 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 a PC Corp Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation PC Corp or as reasonably requested by a Memberthe Members, at the Corporation PC Corp and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members received such Early Termination Schedule unless: (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation PC Corp with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ such Member’s material objection (a “Termination Objection Notice”) and (B) a letter from an a Member 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 (ii) each of the Members Member provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. PC Corp. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation PC Corp of the Termination Objection Notice, the Corporation PC Corp and such Member shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an a Member Advisory Firm referenced in clause clause (i) above shall be borne solely by such Member, Member and the Corporation neither PC Corp nor the Company shall have no any liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to Wayzata and the Members Management Representative a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by Wayzata or the MembersManagement Representative, 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 (z) allow Wayzata and the Members Management Representative and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a MemberWayzata or the Management Representative, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which Wayzata and the Members Management Representative received such Early Termination Schedule unless: (i) a Member Wayzata or the Management Representative within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail Wayzata’s or the Members’ Management Representative’s, as applicable, material objection (a “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 (ii) each of Wayzata and the Members Management Representative provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members Wayzata and the Management Representative is received by the Corporation. In the event that a Member Wayzata or the Management Representative timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member Wayzata or the Management Representative, as applicable, shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such MemberWayzata or the Management Representative, as applicable, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation Parent chooses to exercise its right of early termination under Section 4.1 4.2 above, the Corporation Parent shall deliver to the Members Beneficiaries and the Blocker Holder a notice of the CorporationParent’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation Parent shall also (x) deliver supporting schedules and work papers, as determined by the Corporation Parent or as reasonably requested by a Beneficiary or the MembersBlocker Holder, 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 a Parent Letter supporting such Early Termination Schedule; and (z) allow the Members Beneficiaries or the Blocker Holder and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation Parent or as reasonably requested by a Memberthe Beneficiaries or the Blocker Holder, at the Corporation Parent and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty forty-five (3045) calendar days from the first date on which the Members Beneficiaries or the Blocker Holder received such Early Termination Schedule unless: (i) a Member Beneficiary or the Blocker Holder, within thirty forty-five (3045) calendar days after receiving the Early Termination Schedule, provides the Corporation Parent with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail such Beneficiary’s or the Members’ Blocker Holder’s material objection (a “Termination Objection Notice”) and (B) a letter from an the Beneficiary 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 (ii) each of Beneficiary or the Members Blocker Holder provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members Beneficiaries or the Blocker Holder is received by the CorporationParent. In the event that a Member Beneficiary or the Blocker Holder timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation Parent of the Termination Objection Notice, the Corporation Parent and such Member Beneficiary or the Blocker Holder shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an the Beneficiary Advisory Firm referenced in clause (i) above shall be borne solely by such Member, Beneficiary or the Blocker Holder and the Corporation Parent shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 4.3 shall be the “Early Termination Reference Date.”

Early Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above, the Corporation shall deliver to the Members a notice of the Corporation’s decision to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Membersa 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 (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Memberthe Members, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party thirty (30) calendar days from the first date on which the Members received such Early Termination Schedule unless: : (i) a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail the Members’ such Member’s material objection (a “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 or (ii) each of the Members Member provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is received by the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Termination Objection Notice, the Corporation and such Member shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference Date.”an

Early Termination Notice. If the Corporation Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporation Corporate Taxpayer shall deliver to the Members a ▇▇▇▇▇ Representative and each Exchanged Owner notice of the Corporation’s decision such intention to exercise such right (an “Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by the Members, that provide a reasonable level of detail regarding the data and calculations that were relevant Payment for purposes of preparing the Early Termination Schedule; (y) deliver an Advisory Firm Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by a Member, at the Corporation and the Advisory Firm in connection with a review of such Early Termination Scheduleeach Exchanged Owner. The Early Termination Schedule provided to an Exchanged Owner shall become final and binding on each Party Exchanged Owner and the ▇▇▇▇▇ Representative thirty (30) calendar days from the first date on which the Members received Corporate Taxpayer sent the ▇▇▇▇▇ Representative such Early Termination Schedule unless: unless (ia) a Member the ▇▇▇▇▇ Representative within thirty (30) calendar days after receiving the Early Termination Schedule, date the Corporate Taxpayer sent such Schedule or amendment thereto provides the Corporation Corporate Taxpayer with (A) notice of a material objection an Objection Notice with respect to such Early Termination Schedule made in good faith and setting forth in reasonable detail or (b) the Members’ material objection (a “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 (ii) each of the Members applicable Exchanged Owner provides a written waiver of such the right of a Termination the ▇▇▇▇▇ Representative to provide any Objection Notice with respect to such Schedule or amendment thereto within the period described in clause (i) abovea), in which case such Early Termination Schedule or amendment thereto becomes binding on the date the waiver from all Members is received by Corporate Taxpayer. If Corporate Taxpayer and the Corporation. In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties▇▇▇▇▇ Representative, for any reason, are unable to successfully resolve the issues raised in the Termination such Objection Notice within thirty (30) calendar days after receipt by the Corporation Corporate Taxpayer of the Termination Objection Notice, Corporate Taxpayer and the Corporation and such Member ▇▇▇▇▇ Representative shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from an Advisory Firm referenced in clause (i) above shall be borne solely by such Member, and the Corporation shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the every Early Termination Schedule under this Agreement becomes final with respect to all Exchanged Owners in accordance with this Section 4.2 shall be the “Early Termination Reference Effective Date”. If the Early Termination Schedule relating to the calculation of payments payable to any Exchanged Owner or any of its respective Affiliates hereunder or to any recipient under the Continuing LLC Owner TRA is amended to reflect a revised calculation methodology that, if utilized in the calculation of amounts payable to one or more other Exchanged Owners or such other recipient, would change the amounts payable to such other Persons hereunder or under the Continuing LLC Owner TRA, the Corporate Taxpayer shall utilize such revised methodology with respect to all Exchanged Owners and make additional payments (or reduce payments, if any), as applicable.”