Exit Payment. (a) Subject to the provisions of SECTION 6.1(B), an IPO of either USPE or USPI has not occurred prior to the termination hereof, USPE shall pay HDT an exit payment (the "Exit Payment") calculated in accordance with SECTION 6.2 upon the occurrence of a Triggering Event at USPE (other than an IPO). (b) If (i) HDT has converted its USPI B-Stock into USPE Shares prior to the occurrence of an IPO of either USPE or USPI, and (ii) an IPO of USPE has not occurred prior to the termination hereof, USPE shall pay HDT the Exit Payment calculated in accordance with SECTION 6.2 upon the occurrence of a Triggering Event at USPE (other than an IPO at USPE).
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Sources: Stockholders Agreement (United Surgical Partners International Inc), Stockholders Agreement (United Surgical Partners International Inc)