Common use of Successors; Assignment; Amendments; Waivers Clause in Contracts

Successors; Assignment; Amendments; Waivers. No Partner may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall assign to the transferee of such Common Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, to the extent a Partner or other Person transfers Common Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all rights under this Agreement with respect to such transferred Common Units as such Partner has, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No Partner Member may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner Member shall have the option to assign to the transferee of such Common Units the transferring PartnerMember’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “PartnerMember” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Member pursuant to this Agreement with respect to such Exchange the Exchanged Units may be assigned to any Person or Persons, including a liquidating trust, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence terms of the next paragraph. For the avoidance of doubt, if a Person transfers Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a partysuch Person’s rights, the Partner receiving such Common Units shall have all rights if any, under this Agreement with respect to such transferred Common Units as Units, such Partner hasPerson shall be entitled to receive the Tax Benefit Payments, under this Agreementif any, due hereunder with respect to the other Common Units held by himto, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such Units. Notwithstanding the foregoing provisions of this Section 7.067.6, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.042.4, 4.024.2, 6.01 6.1 or 6.02 6.2 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, LLC and by Partners Original Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners Original Members hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner Original Member pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners Members will or may receive under this Agreement unless at least two-thirds of all such Partners Members disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Member transfers his Units to a Permitted Transferee (as defined in the LLC Agreement), excluding any other Original Member, such Original Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.4, 4.2 or 6.1 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. No The Limited Partner may not assign this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Common Units Partnership Interests are effectively transferred in accordance with the terms of the Partnership Agreement, Agreement and any other agreements the Partners may have entered into with each other, or a Limited Partner may have entered into with the Corporation and/or the PartnershipGeneral Partner, the transferring Limited Partner shall have the option to assign to the transferee of such Common Units Partnership Interests the transferring Limited Partner’s rights under this Agreement with respect to such transferred Common UnitsPartnership Interests, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “Limited Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a the Limited Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 all provisions of this Agreement and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, to the extent a Partner or other Person transfers Common Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all rights under this Agreement with respect to such transferred Common Units as such Partner has, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each the Corporation, on behalf of the Corporation itself and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendmentLimited Partner. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No Partner Member may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner Member shall have the option to assign to the transferee of such Common Units the transferring PartnerMember’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “PartnerMember” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Member pursuant to this Agreement with respect to such Exchange the Exchanged Units may be assigned to any Person or Persons, including a liquidating trust, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence terms of the next paragraph. For the avoidance of doubt, if a Person transfers Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a partysuch Person’s rights, the Partner receiving such Common Units shall have all rights if any, under this Agreement with respect to such transferred Common Units as Units, such Partner hasPerson shall be entitled to receive the Tax Benefit Payments, under this Agreementif any, due hereunder with respect to the other Common Units held by himto, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such Units. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, Holdings and by Partners Original Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners Original Members hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner Original Member pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners Members will or may receive under this Agreement unless at least two-thirds of all such Partners Members disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Member transfers his Units to a Permitted Transferee (as defined in the LLC Agreement), excluding any other Original Member, such Original Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. No Partner may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Common Partnership Units are effectively transferred in accordance with the terms of the Partnership AgreementAgreements, and any other agreements the Original Partners may have entered into with each other, or a Partner may have entered into with the Corporation Parent, the Corporation, Holdings and/or any of the Partnershipother Partnerships, the transferring Partner shall assign to the transferee of such Common Partnership Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, to the extent a an Original Partner or other Person transfers Common Partnership Units to a an Original Partner as may be permitted by any agreement to which the Partnership whose Partnership Units are subject to such transfer is a party, the Original Partner receiving such Common Partnership Units shall have all rights under this Agreement with respect to such transferred Common Partnership Units as such Original Partner has, under this Agreement, with respect to the other Common Partnership Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of Parent, the Corporation and Holdings, on behalf of themselves and the Partnershiprespective Partnerships they Control, and by Original Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Original Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Original Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of all such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Partner transfers his Partnership Units to a Permitted Transferee (as defined in each Partnership Agreement), excluding any other Original Partner, such Original Partner shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Partnership Units.

Successors; Assignment; Amendments; Waivers. No Partner PICO may not assign this Agreement to any person without the prior written consent of the CorporationUCP, Inc.; provided, howeverhowever , that (i) that, to the extent Common Units PICO Membership Interests are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners PICO may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall assign to the transferee of such Common Units the transferring Partner’s PICO Membership Interests PICO's rights under this Agreement with respect to such transferred Common UnitsPICO Membership Interests and (ii) PICO shall be entitled to assign its rights under this Agreement to (x) a direct or indirect beneficial owner or Affiliate of PICO, as long as in connection with a liquidation, dissolution, winding up or other termination of PICO, and, in either case (i) or (ii), such transferee has shall have executed and delivered, or, in connection with such transfer, executes execute and deliversdeliver, a joinder to this Agreement, Agreement in form and substance reasonably satisfactory to the CorporationUCP, Inc.), agreeing to become a “Partner” party for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, to the extent a Partner or other Person transfers Common Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all rights under this Agreement with respect to such transferred Common Units as such Partner has, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of UCP, Inc., the Corporation Company and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendmentPICO. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation UCP, Inc. shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the CorporationUCP, Inc., by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation UCP, Inc. would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No Partner (a) Each TRA Party may assign all or any portion of its rights under this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall assign to the transferee of such Common Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Units, Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporationof Exhibit A hereto, agreeing to become a “Partner” TRA Party for all purposes of this Agreement, except as otherwise provided in such joinderjoinder (a “Joinder”), and provided, however, that, at any time during the term of this Agreement, (i) the total number of Carlyle Assignees, in the aggregate, who are TRA Parties cannot be greater than five (5), other than Affiliates of the Carlyle Parties, (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, orthe total number of TA Assignees, in connection with such assignmentthe aggregate, executes who are TRA Parties cannot be greater than five (5), other than Affiliates of the TA Parties and delivers, a joinder to this Agreement(iii) the total number of 22C Assignees, in form and substance reasonably satisfactory to the Corporationaggregate, agreeing to who are TRA Parties cannot be bound by Section 7.12 and acknowledging specifically the last sentence greater than five (5), other than Affiliates of the next paragraph22C Parties. For avoidance of doubt, this Section 7.6(a) shall apply regardless of whether such TRA Party continues to hold any interest in the Corporate Taxpayer or OpCo. For the avoidance of doubt, (1) if a TRA Party transfers Units in accordance with the terms of the LLC Agreement but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all its rights under this Agreement with respect to such transferred Common Units, such TRA Party shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units and (2) an assignment to any entity controlled by a TRA Party shall be treated as such Partner hasone transfer (or an assignment to an Affiliate, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions if applicable) for purposes of this Section 7.067.6(a), no transferee described even if the interests in clause (i) of the immediately preceding paragraph shall have the right such entity are subsequently transferred or distributed to enforce the provisions of Section 2.04third parties. Any assignment, 4.02, 6.01 or 6.02 attempted assignment in violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and no assignee described in clause (ii) void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of the immediately preceding paragraph shall have any rights under this Agreement except as the absolute owner thereof and shall incur no liability for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved made in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior good faith to such amendment (excluding, for purposes owner until such time as a written assignment of this sentence, all payments made to any Partner such rights is permitted pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions conditions of this Agreement shall be binding upon, shall inure to Section 7.6(a) and has been recorded on the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all books of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken placeCorporate Taxpayer.

Successors; Assignment; Amendments; Waivers. (a) No Partner TRA Holder may assign this Agreement to any person without the prior written consent of the CorporationCorporate Taxpayer; provided, however, that (i) that, to the extent Common PE Units are effectively transferred in accordance with the terms of the Partnership Parsley Energy LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner TRA Holder shall have the option to assign to the transferee of such Common PE Units the transferring PartnerTRA Holder’s rights under this Agreement with respect to such transferred Common Units, PE Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the CorporationCorporate Taxpayer, agreeing to become a “PartnerTRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement arise with respect to such Exchange the Exchanged PE Units, may be assigned to any Person or Persons, Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the CorporationCorporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence terms of the next paragraphSection 7.6(b). For the avoidance of doubt, if a TRA Holder transfers PE Units but does not assign to the extent a Partner or other Person transfers Common Units to a Partner as may be permitted by any agreement to which the Partnership is a partytransferee of such PE Units, the Partner receiving rights of such Common Units shall have all rights TRA Holder under this Agreement with respect to such transferred Common Units as PE Units, such Partner has, under this Agreement, with respect TRA Holder shall continue to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent a subsequent Exchange prior to of, such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken placePE Units.

Successors; Assignment; Amendments; Waivers. No Partner may assign its rights under this Agreement to any person without the prior written consent of the Corporation; Corporation; provided, however, (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall assign to the transferee of such Common Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, to the extent a Partner or other Person transfers Common Units to a Partner as may be permitted by any agreement to which the Partnership is a partyLLC Agreement, the Partner receiving such Common Units shall have all rights under this Agreement with respect to such transferred Common Units as such Partner has, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the PartnershipHLA, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by by, the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No Partner (a) Subject to the Corporate Taxpayer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), each TRA Party may assign all or any portion of its rights under this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall assign to the transferee of such Common Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Units, Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporationof Exhibit A hereto, agreeing to become a “Partner” TRA Party for all purposes of this Agreement, except as otherwise provided in such joinderjoinder (a “Joinder”). For avoidance of doubt, and (iithis Section 7.6(a) that, once an Exchange has occurred, shall apply regardless of whether such TRA Party continues to hold any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, interest in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraphCorporate Taxpayer. For the avoidance of doubt, (1) if a TRA Party transfers Units in accordance with the terms of the LLC Agreement but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all its rights under this Agreement with respect to such transferred Common Units, such TRA Party shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units and (2) an assignment to any entity controlled by a TRA Party shall be treated as such Partner hasone transfer (or an assignment to an Affiliate, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions if applicable) for purposes of this Section 7.067.6(a), no transferee described even if the interests in clause (i) of the immediately preceding paragraph shall have the right such entity are subsequently transferred or distributed to enforce the provisions of Section 2.04third parties. Any assignment, 4.02, 6.01 or 6.02 attempted assignment in violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and no assignee described in clause (ii) void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of the immediately preceding paragraph shall have any rights under this Agreement except as the absolute owner thereof and shall incur no liability for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved made in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior good faith to such amendment (excluding, for purposes owner until such time as a written assignment of this sentence, all payments made to any Partner such rights is permitted pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions conditions of this Agreement shall be binding upon, shall inure to Section 7.6(a) and has been recorded on the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all books of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken placeCorporate Taxpayer.

Successors; Assignment; Amendments; Waivers. (a) No Partner LP Unit Holder may assign this Agreement to any person without the prior written consent of the CorporationAPAM; provided, however, that (i) that, to the extent Common an LP Unit Holder distributes LP Units are effectively transferred to such LP Unit Holder’s partners or shareholders in accordance with the terms of the Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner LP Unit Holder shall have the option to assign to the transferee of such Common LP Units the transferring PartnerLP Unit Holder’s rights under this Agreement with respect to such transferred Common LP Units, as long as provided that such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, delivered a joinder to this Agreement, in form and substance reasonably satisfactory substantially similar to the CorporationExhibit A to this Agreement, agreeing to become a an “PartnerLP Unit Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner an LP Unit Holder pursuant to this Agreement with respect to such Exchange the Exchanged LP Units may be assigned to any Person or Persons, Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, delivered a joinder to this Agreement, in form and substance reasonably satisfactory substantially similar to the CorporationExhibit A to this Agreement, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence terms of the next paragraphSection 7.6(b). For the avoidance of doubt, if an LP Unit Holder transfers LP Units but does not assign to the extent a Partner or other Person transfers Common transferee of such LP Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all LP Unit Holder’s rights under this Agreement with respect to such transferred Common Units as LP Units, such Partner has, under this Agreement, with respect LP Unit Holder shall continue to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds the Tax Benefit Payments arising in respect of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent a subsequent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken placeLP Units.

Successors; Assignment; Amendments; Waivers. (a) No Partner Principal may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common Operating Subsidiaries Group Units are effectively transferred in accordance with the terms of the Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the PartnershipLLC Agreements, the transferring Partner Principal shall have the option to assign to the transferee of such Common Operating Subsidiaries Group Units the transferring PartnerPrincipal’s rights under this Agreement with respect to such transferred Common Operating Subsidiaries Group Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory substantially similar to the CorporationExhibit A to this Agreement, agreeing to become a “PartnerPrincipal” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Principal pursuant to this Agreement with respect to such Exchange the Exchanged Operating Subsidiaries Group Units may be assigned to any Person or Persons, Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory substantially similar to the CorporationExhibit A to this Agreement, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence terms of the next paragraphSection 7.06(b). For the avoidance of doubt, if a Principal transfers Operating Subsidiaries Group Units but does not assign to the extent a Partner or other Person transfers Common transferee of such Operating Subsidiaries Group Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all Principal’s rights under this Agreement with respect to such transferred Common Units as Operating Subsidiaries Group Units, such Partner has, under this Agreement, with respect Principal shall continue to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds the Tax Benefit Payments arising in respect of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent a subsequent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken placeOperating Subsidiaries Group Units.

Successors; Assignment; Amendments; Waivers. No Partner Member may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner Member shall have the option to assign to the transferee of such Common Units the transferring PartnerMember’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “PartnerMember” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Member pursuant to this Agreement with respect to such Exchange the Exchanged Units may be assigned to any Person or Persons, including a liquidating trust, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence terms of the next paragraph. For the avoidance of doubt, if a Person transfers Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a partysuch Person’s rights, the Partner receiving such Common Units shall have all rights if any, under this Agreement with respect to such transferred Common Units as Units, such Partner hasPerson shall be entitled to receive the Tax Benefit Payments, under this Agreementif any, due hereunder with respect to the other Common Units held by himto, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such Units. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, DPA and by Partners Original Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners Original Members hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner Original Member pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners Members will or may receive under this Agreement unless at least two-thirds of all such Partners Members disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Member transfers his Units to a Permitted Transferee (as defined in the LLC Agreement), excluding any other Original Member, such Original Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. No Partner (a) Each TRA Party may assign all or any portion of its rights under this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall assign to the transferee of such Common Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Units, Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporationof Exhibit B hereto, agreeing to become a “Partner” TRA Party for all purposes of this Agreement, except as otherwise provided in such joinderjoinder (a “Joinder”), and (ii) provided, however, that, once an Exchange has occurred, at any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to time during the term of this Agreement, the total number of TSG Assignees, in form and substance reasonably satisfactory to the Corporationaggregate, agreeing to who are TRA Parties cannot be bound by Section 7.12 and acknowledging specifically the last sentence greater than five (5), other than Affiliates of the next paragraphTSG Parties or Permitted Assignees. For the avoidance of doubt, this Section 7.6(a) shall apply regardless of whether such TRA Party continues to hold any interest in the Corporate Taxpayer or OpCo. Notwithstanding the foregoing, if any TRA Party sells, exchanges, distributes or otherwise transfers Units to any Person (other than the Corporate Taxpayer or OpCo) in accordance with the terms of LLC Agreement, such TRA Party shall have the option to assign to the extent transferee (a Partner or other Person transfers Common “Permitted Assignee”) of such Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all its rights under this Agreement with respect to such transferred Common Units; provided that such transferee has delivered a valid Joinder. For the avoidance of doubt, if a TRA Party transfers Units as in accordance with the terms of the LLC Agreement but does not assign to the transferee of such Partner has, Units its rights under this Agreement, Agreement with respect to such transferred Units, such TRA Party shall continue to be entitled to receive the other Common Tax Benefit Payments arising in respect of a subsequent Exchange of such Units held by him(and such transferred Units shall be separately identified, so as to facilitate the determination of payments hereunder). Notwithstanding the foregoing provisions of this Section 7.06Any assignment, no transferee described or attempted assignment in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and no assignee described in clause (ii) void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of the immediately preceding paragraph shall have any rights under this Agreement except as the absolute owner thereof and shall incur no liability for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved made in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior good faith to such amendment (excluding, for purposes owner until such time as a written assignment of this sentence, all payments made to any Partner such rights is permitted pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions conditions of this Agreement shall be binding upon, shall inure to Section 7.6(a) and has been recorded on the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all books of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken placeCorporate Taxpayer.

Successors; Assignment; Amendments; Waivers. (a) No Partner (other than the Partnership or a Partner in accordance with the Partnership Agreement) may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common that a Partner effectively transfers Class A Units are effectively transferred to a party other than the Partnership in accordance with the terms of the Partnership OP Agreement, and any other agreements that the Partners may have entered into with each other, or a Partner may have entered into with the Corporation Corporation, the Partnership and/or the PartnershipOP, the transferring Partner party shall assign to the transferee of such Common Class A Units the transferring Partnerparty’s rights under this Agreement with respect to such transferred Common Class A Units, and such transferee shall become a party to this Agreement, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in the form and substance reasonably satisfactory to the Corporationattached hereto as Exhibit A, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in the form and substance reasonably satisfactory to the Corporationattached hereto as Exhibit B, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraphsecond paragraph in this Section 7.06. For the avoidance of doubt, to the extent that a Partner or other Person transfers Common Class A Units to a Partner as may be permitted by any agreement to which the Partnership OP is a party, the Partner receiving such Common Class A Units shall have all rights under this Agreement with respect to such transferred Common Class A Units as such Partner has, has under this Agreement, Agreement with respect to the other Common Class A Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken placePartner.

Successors; Assignment; Amendments; Waivers. (a) No Partner Member may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Operating Agreement, and any other agreements the Partners Members may have entered into with each other, or a Partner Member may have entered into with the Corporation and/or the PartnershipCompany, the transferring Partner Member shall assign to the transferee of such Common Units the transferring PartnerMember’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “PartnerMember” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Member pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, to the extent a Partner Member or other Person transfers Common Units to a Partner Member as may be permitted by any agreement to which the Partnership Company is a party, the Partner Member receiving such Common Units shall have all rights under this Agreement with respect to such transferred Common Units as such Partner Member has, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. (a) No Partner Member may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Operating Agreement, and any other agreements the Partners Members may have entered into with each other, or a Partner Member may have entered into with the Corporation and/or the PartnershipCompany, the transferring Partner Member shall assign to the transferee of such Common Units the transferring PartnerMember’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “PartnerMember” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Member pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraphsecond paragraph in this Section 7.06. For the avoidance of doubt, to the extent a Partner Member or other Person transfers Common Units to a Partner Member as may be permitted by any agreement to which the Partnership Company is a party, the Partner Member receiving such Common Units shall have all rights under this Agreement with respect to such transferred Common Units as such Partner Member has, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No Partner TRA Holder may assign this Agreement to any person Person without the prior written consent of the CorporationParent; provided, however, provided that (i) thatexcept with respect to a transfer of Partnership Units (including indirectly through a transfer of AOH Units), to the extent Common the Partnership Units are effectively transferred by a TRA Holder (including indirectly through a transfer of AOH Units) in accordance with the terms of the relevant Partnership Agreements (or the AOH Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership), the transferring Partner TRA Holder shall have the option to assign to the transferee of such Common Partnership Units (including indirectly through a transfer of AOH Units) the transferring PartnerTRA Holder’s rights under this Agreement with respect to such transferred Common UnitsAgreement, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the CorporationParent, agreeing to become a “PartnerTRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner TRA Holder pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraphParent. For the avoidance of doubt, to the extent a Partner Principal or other Person transfers Common Partnership Units (including indirectly through a transfer of AOH Units) to a Partner as may be permitted by any agreement to which the Partnership is a partyanother Principal, the Partner Principal receiving such Common Partnership Units (including indirectly through a transfer of AOH Units) shall have all rights under this Agreement with respect to such transferred Common Partnership Units as such Partner Principal has, under this Agreement, with respect to the other Common Partnership Units directly or indirectly held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreementsuch Principal. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, Parent and by Partners who would be entitled to receive the Principals that control, directly or indirectly, at least two-thirds of the Early Termination Payments payable to Partnership Units held by all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange)Principals; provided, provided that no such amendment shall be effective if such amendment will have a disproportionate adverse effect on the payments certain Partners TRA Holders will or may receive under this Agreement unless at least two-thirds of all such Partners TRA Holders disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) adversely affected consent in writing to such amendmentwriting. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation Each AOG Topco Entity shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporationsuch AOG Topco Entity, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation such AOG Topco Entity would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, if a Principal transfers Partnership Units (including indirectly through a transfer of AOH Units), to a Permitted Transferee (as defined in the relevant Partnership Agreements), excluding any other Principal, such Principal shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Partnership Units.

Successors; Assignment; Amendments; Waivers. No Partner Member may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner Member shall have the option to assign to the transferee of such Common Units the transferring PartnerMember’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “PartnerMember” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Member pursuant to this Agreement with respect to such Exchange the Exchanged Units may be assigned to any Person or Persons, Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence terms of the next paragraphparagraph of this Section 7.06. For the avoidance of doubt, if a Person transfers Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a partysuch Person’s rights, the Partner receiving such Common Units shall have all rights if any, under this Agreement with respect to such transferred Common Units as Units, such Partner hasPerson shall be entitled to receive the Tax Benefit Payments, under this Agreementif any, due hereunder with respect to the other Common Units held by himto, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such Units. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the first sentence of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the first sentence of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, PIM and by Partners Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners Members hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner Member pursuant to this Agreement since the date of such most recent Exchange); provided, however, that no such amendment shall be effective if such amendment will would have a disproportionate effect on the payments certain Partners Members will or may receive under this Agreement unless at least two-thirds of all such Partners Members disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event a Member transfers his Units to a Permitted Transferee (as defined in the LLC Agreement), excluding any other Member, such Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. No Partner (a) Each TRA Party may assign any of its rights under this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall assign to the transferee of such Common Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Units, as Person so long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially similar in form and substance reasonably satisfactory to the CorporationExhibit A hereto, agreeing to become a “Partner” TRA Party for all purposes of this Agreement, except as otherwise provided in such joinder; provided, and (ii) that, once if any H&F Party (an Exchange has occurred, “Assigning H&F Party”) proposes to transfer and/or assign any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, to the extent a Partner or other Person transfers Common Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all its rights under this Agreement with respect to such transferred Common Units as such Partner hasany Person (other than another H&F Party or Permitted Assignee thereof), under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause then (i) of the immediately preceding paragraph such Assigning H&F Party shall have the right to enforce require each TRA Party (other than the provisions H&F Parties) to transfer and/or assign to such Person an equivalent proportion of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any such TRA Party’s rights under this Agreement except for on the same economic terms and conditions as such Assigning H&F Party, following reasonable advance notice delivered by such Assigning H&F Party to each such TRA Party containing the material terms and conditions (to the extent reasonably determinable) with respect to such transfer and/or assignment and (ii) in the event that such H&F Assigning Party does not exercise its rights pursuant to the foregoing clause (i), such H&F Assigning Party shall provide each TRA Party (other than the H&F Parties) with the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior transfer or assign to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date Person an equivalent proportion of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive TRA Party’s rights under this Agreement unless at least two-thirds on the same economic terms and conditions as the Assigning Party, exercisable by such TRA Party within five (5) Business Days following reasonable advance notice delivered by such Assigning H&F Party to each such TRA Party containing the material terms and conditions (to the extent reasonably determinable) with respect to such transfer and/or assignment, in each case of such Partners disproportionately effected the foregoing clauses (i) and (ii), (x) with such two-thirds threshold transfer and/or assignment being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing effectuated pursuant to such amendment. No provision of this Agreement may be waived unless such waiver is procedures and documentation as the TRA Party Representative shall reasonably determine and (y) each TRA Party shall cooperate with the TRA Party Representative and the applicable Assigning H&F Party in writing and signed by the party against whom the waiver is connection therewith (including taking or causing to be effective. All taken all such actions as the TRA Party Representative or such H&F Assigning Party deems to be reasonably necessary or appropriate in order to consummate expeditiously such transfer and/or assignment).In connection with any such assignment, the Corporate Taxpayer shall update Schedule I to reflect the Applicable Percentage of the terms assignor and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken placeassignee.

Successors; Assignment; Amendments; Waivers. No Partner Member may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner Member shall have the option to assign to the transferee of such Common Units the transferring PartnerMember’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, Joinder Agreement in the form and substance reasonably satisfactory to the Corporationattached hereto as Exhibit A, agreeing to become a “PartnerMember” for all purposes of this Agreement, except as otherwise provided in such joinderJoinder Agreement, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Member pursuant to this Agreement with respect to such Exchange the Exchanged Units may be assigned to any Person or Persons, including a liquidating trust, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, Joinder Agreement in the form and substance reasonably satisfactory to the Corporationattached hereto as Exhibit A, agreeing to be bound by Section 7.12 7.13 and acknowledging specifically the last sentence terms of the next paragraph. For the avoidance of doubt, if a Person transfers Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a partysuch Person’s rights, the Partner receiving such Common Units shall have all rights if any, under this Agreement with respect to such transferred Common Units as Units, such Partner hasPerson shall be entitled to receive the Tax Benefit Payments, under this Agreementif any, due hereunder with respect to the other Common Units held by himto, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such Units. Notwithstanding the foregoing provisions of this Section 7.067.6, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04Sections 2.4, 4.024.2, 6.01 6.1 or 6.02 6.2 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, Holdings and by Partners Original Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners Original Members hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner Original Member pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners Members will or may receive under this Agreement unless at least two-thirds of all such Partners Members disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Member transfers his Units to a Permitted Transferee (as defined in the LLC Agreement), excluding any other Original Member, such Original Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.4, 4.2 or 6.1 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. (a) No Limited Partner may assign this Agreement to any person without the prior written consent of the CorporationCorporate Taxpayer; provided, however, (i) that, to the extent Common Partnership Units are effectively transferred in accordance with the terms of the Partnership Agreement, Agreements and any other agreements the Limited Partners may have entered into with each otherthe Parent, the Corporate Taxpayer and/or any of the other Blackstone Holdings General Partners or a Partner may have entered into with the Corporation and/or the PartnershipBlackstone Holdings Partnerships, the transferring Limited Partner shall assign to the transferee of such Common Partnership Units the transferring Limited Partner’s rights under this Agreement with respect to such transferred Common Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the CorporationCorporate Taxpayer, agreeing to become a “Limited Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Limited Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the CorporationCorporate Taxpayer, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, : (A) to the extent a Limited Partner Group Member or other Person transfers Common Partnership Units to a Limited Partner as may be permitted by any agreement Group Member pursuant to which the relevant Partnership is a partyAgreements, the Limited Partner Group Member receiving such Common Partnership Units shall have all rights under this Agreement with respect to such transferred Common Partnership Units as such Limited Partner Group Members has, under this Agreement, with respect to the other Common Partnership Units held by him. Notwithstanding ; and (B) the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right requirement to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, execute and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner deliver a joinder pursuant to this Agreement since the date of Section 7.06(a) shall not be construed as requiring such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement execution and delivery prior to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be an assignment becoming effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No Limited Partner may assign this Agreement to any person without the prior written consent of the each Corporation; provided, however, (i) that, except with respect to a transfer of OCGH Units in connection with an Exchange, to the extent Common OCGH Units are effectively transferred in accordance with the terms of the OCGH Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Limited Partner shall have the option to assign to the transferee of such Common OCGH Units the transferring Limited Partner’s rights under this Agreement with respect to such transferred Common the OCGH Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the each Corporation, agreeing to become a an “Limited Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Limited Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the each Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, to the extent a Partner Principal or other Person transfers Common OCGH Units to a Partner as may be permitted by any agreement to which the Partnership is a partyPrincipal, the Partner Principal receiving such Common OCGH Units shall have all rights under this Agreement with respect to such transferred Common OCGH Units as such Partner Principal has, under this Agreement, with respect to the other Common OCGH Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation Corporations, on behalf of themselves and the Partnershiprespective Partnerships they Control, and by Partners Principals who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners Principals hereunder if each of the Corporation Corporations had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner Principal pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Limited Partners will or may receive under this Agreement unless at least two-thirds of all such Limited Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Each Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the such Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the such Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event a Principal transfers his OCGH Units to a Permitted Transferee (as defined in the OCGH Partnership Agreement), excluding any other Principal, such Principal shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred OCGH Units.

Successors; Assignment; Amendments; Waivers. No Partner TRA Holder may assign this Agreement to any person Person without the prior written consent of the CorporationParent; provided, however, provided that (i) thatexcept with respect to a transfer of Partnership Units (including indirectly through a transfer of AOH Units), to the extent Common the Partnership Units are effectively transferred by a TRA Holder (including indirectly through a transfer of AOH Units) in accordance with the terms of the relevant Partnership Agreements (or the AOH Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership), the transferring Partner TRA Holder shall have the option to assign to the transferee of such Common Partnership Units (including indirectly through a transfer of AOH Units) the transferring PartnerTRA Holder’s rights under this Agreement with respect to such transferred Common UnitsAgreement, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the CorporationParent, agreeing to become a “PartnerTRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner TRA Holder pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraphParent. For the avoidance of doubt, to the extent a Partner Principal or other Person transfers Common Partnership Units (including indirectly through a transfer of AOH Units) to a Partner as may be permitted by any agreement to which the Partnership is a partyanother Principal, the Partner Principal receiving such Common Partnership Units (including indirectly through a transfer of AOH Units) shall have all rights under this Agreement with respect to such transferred Common Partnership Units as such Partner Principal has, under this Agreement, with respect to the other Common Partnership Units directly or indirectly held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreementsuch Principal. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, Parent and by Partners who would be entitled to receive the Principals that control, directly or indirectly, at least two-thirds of the Early Termination Payments payable to Partnership Units held by all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange)Principals; provided, provided that no such amendment shall be effective if such amendment will have a disproportionate adverse effect on the payments certain Partners TRA Holders will or may receive under this Agreement unless at least two-thirds of all such Partners TRA Holders disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) adversely affected consent in writing to such amendmentwriting. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation Parent shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the CorporationParent, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation Parent would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, if a Principal transfers Partnership Units (including indirectly through a transfer of AOH Units), to a Permitted Transferee (as defined in the relevant Partnership Agreements), excluding any other Principal, such Principal shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Partnership Units.

Successors; Assignment; Amendments; Waivers. No Partner (a) Subject to the Corporate Taxpayer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), each TRA Party may assign all or any portion of its rights under this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall assign to the transferee of such Common Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Units, Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporationof Exhibit A hereto, agreeing to become a “Partner” TRA Party for all purposes of this Agreement, except as otherwise provided in such joinderjoinder (a “Joinder”). For avoidance of doubt, and (iithis Section 7.6(a) that, once an Exchange has occurred, shall apply regardless of whether such TRA Party continues to hold any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, interest in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraphCorporate Taxpayer. For the avoidance of doubt, (i) if a TRA Party transfers Units in accordance with the terms of the LLC Agreement but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all its rights under this Agreement with respect to such transferred Common Units, such TRA Party shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units and (ii) an assignment to any entity controlled by a TRA Party shall be treated as such Partner hasone transfer (or an assignment to an Affiliate, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions if applicable) for purposes of this Section 7.067.6(a), no transferee described even if the interests in clause (i) of the immediately preceding paragraph shall have the right such entity are subsequently transferred or distributed to enforce the provisions of Section 2.04third parties. Any assignment, 4.02, 6.01 or 6.02 attempted assignment in violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and no assignee described in clause (ii) void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of the immediately preceding paragraph shall have any rights under this Agreement except as the absolute owner thereof and shall incur no liability for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved made in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior good faith to such amendment (excluding, for purposes owner until such time as a written assignment of this sentence, all payments made to any Partner such rights is permitted pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions conditions of this Agreement shall be binding upon, shall inure to Section 7.6(a) and has been recorded on the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all books of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken placeCorporate Taxpayer.

Successors; Assignment; Amendments; Waivers. No Partner Member may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner Member shall have the option to assign to the transferee of such Common Units the transferring PartnerMember’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, Joinder Agreement in the form and substance reasonably satisfactory to the Corporationattached hereto as Exhibit A, agreeing to become a “PartnerMember” for all purposes of this Agreement, except as otherwise provided in such joinderJoinder Agreement, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Member pursuant to this Agreement with respect to such Exchange the Exchanged Units may be assigned to the Corporation or any Person or PersonsMember, as long as any such Person Member has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, Joinder Agreement in the form and substance reasonably satisfactory to the Corporationattached hereto as Exhibit A, agreeing to be bound by Section 7.12 7.13 and acknowledging specifically the last sentence terms of the next paragraph. For the avoidance of doubt, if a Person transfers Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a partysuch Person’s rights, the Partner receiving such Common Units shall have all rights if any, under this Agreement with respect to such transferred Common Units as Units, such Partner hasPerson shall be entitled to receive the Tax Benefit Payments, under this Agreementif any, due hereunder with respect to the other Common Units held by himto, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such Units. Notwithstanding the foregoing provisions of this Section 7.067.6, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04Sections 2.4, 4.024.2, 6.01 6.1 or 6.02 6.2 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, Holdings and by Partners Original Members who would be entitled to receive at least two-thirds a majority of the Early Termination Payments payable to all Partners Original Members hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner Original Member pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners Members will or may receive under this Agreement unless at least two-thirds of all such Partners Members disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Member transfers his Units to a Permitted Transferee (as defined in the LLC Agreement), excluding any other Original Member, such Original Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.4, 4.2 or 6.1 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. No Partner Member may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner Member shall have the option to assign to the transferee of such Common Units the transferring PartnerMember’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except attached hereto as otherwise provided in such joinderExhibit A, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Member pursuant to this Agreement with respect to such Exchange the Exchanged Units may be assigned to any Person or Persons, including a liquidating trust, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporationattached hereto as Exhibit A; provided, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence further, however, that no such assignment or transfer shall relieve any party hereto of the next paragraphany of its obligations hereunder. For the avoidance of doubt, if a Person transfers Units but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a partysuch Person’s rights, the Partner receiving such Common Units shall have all rights if any, under this Agreement with respect to such transferred Common Units as Units, such Partner hasPerson shall be entitled to receive the Tax Benefit Payments, under this Agreementif any, due hereunder with respect to such Units, including any Tax Benefit Payments arising in respect of a subsequent Exchange of such Units, and shall be deemed to be the “Applicable Member” to the extent necessary to effectuate that result, including with respect to the other Common Units held by himright to receive Tax Benefit Payments, Schedules, and Amended Schedules, and to dispute the same. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, PMLLC and by Partners Original Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners Original Members hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner Original Member pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners Members will or may receive under this Agreement unless at least two-thirds of all such Partners Members disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Member transfers his Units to a Person referred to clause (x)(ii), (x)(iii), or (x)(iv) of Section 9.1 of the LLC Agreement, excluding any other Original Member, such Original Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02, 6.01, or 6.02 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. (a) No Partner TRA Holder may assign this Agreement to any person without the prior written consent of the CorporationFINV; provided, however, that (i) that, to the extent Common Units FICV Portions are effectively transferred in accordance with the terms of the FICV Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner TRA Holder shall have the option to assign to the transferee of such Common Units FICV Portions the transferring PartnerTRA Holder’s rights under this Agreement with respect to such transferred Common Units, FICV Portions as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the CorporationFINV, agreeing to become a “PartnerTRA Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement (A) that do not arise from an Exchange and (B) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement arise with respect to such Exchange the Exchanged FICV Portions may be assigned to any Person or Persons, Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the CorporationFINV, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence terms of the next paragraphSection 7.6(b). For the avoidance of doubt, if a TRA Holder transfers FICV Portions but does not assign to the extent a Partner or other Person transfers Common Units to a Partner as may be permitted by any agreement to which the Partnership is a partytransferee of such FICV Portions, the Partner receiving rights of such Common Units shall have all rights TRA Holder under this Agreement with respect to such transferred Common Units as FICV Portions, such Partner has, under this Agreement, with respect TRA Holder shall continue to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent a subsequent Exchange prior to of, such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken placeFICV Portions.

Successors; Assignment; Amendments; Waivers. (a) No Partner Holder may assign this Agreement to any person Person without the prior written consent of the CorporationAPO Corp.; provided, however, (i) that, to the extent Common Partnership Units are effectively transferred in accordance with the terms of the Partnership Agreement, Agreements and any other agreements the Partners may have entered into with each other, or a Partner Holders may have entered into with the Corporation Issuer, APO Corp. and/or any of the PartnershipApollo Operating Group Members or Apollo Principal Partnerships, the transferring Partner Holder shall assign to the transferee of such Common Partnership Units the transferring PartnerHolder’s rights under this Agreement with respect to such transferred Common Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the CorporationAPO Corp., agreeing to become a “PartnerHolder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Holder pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the CorporationAPO Corp., agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, : (A) to the extent a Partner Holder Group Member or other Person transfers Common Partnership Units to a Partner as may be permitted by any agreement Holder Group Member pursuant to which the relevant Partnership is a partyAgreements, the Partner Holder Group Member receiving such Common Partnership Units shall have all rights under this Agreement with respect to such transferred Common Partnership Units as such Partner Holder Group Members has, under this Agreement, with respect to the other Common Partnership Units held by him. Notwithstanding ; and (B) the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right requirement to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, execute and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner deliver a joinder pursuant to this Agreement since the date of Section 7.06(a) shall not be construed as requiring such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement execution and delivery prior to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be an assignment becoming effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No Partner (a) Each TRA Party may assign all or any portion of its rights under this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall assign to the transferee of such Common Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Units, Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporationof Exhibit B hereto, agreeing to become a “Partner” TRA Party for all purposes of this Agreement, except as otherwise provided in such joinderjoinder (a “Joinder”), provided, however, that, at any time during the term of this Agreement, (i) the total number of Founder Assignees, in the aggregate, who are TRA Parties cannot be greater than five (5), other than Affiliates of the Founder Parties and Permitted Assignees, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, orthe total number of TSG Assignees, in connection with such assignmentthe aggregate, executes and deliverswho are TRA Parties cannot be greater than five (5), a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence other than Affiliates of the next paragraphTSG Parties and Permitted Assignees. For the avoidance of doubt, this Section 7.6(a) shall apply regardless of whether such TRA Party continues to hold any interest in the Corporate Taxpayer or OpCo. Notwithstanding the foregoing, if any TRA Party sells, exchanges, distributes or otherwise transfers Units to any Person (other than the Corporate Taxpayer or OpCo) in accordance with the terms of LLC Agreement, such TRA Party shall have the option to assign to the extent transferee (a Partner or other Person transfers Common “Permitted Assignee”) of such Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all its rights under this Agreement with respect to such transferred Common Units; provided that such transferee has delivered a valid Joinder. For the avoidance of doubt, if a TRA Party transfers Units as in accordance with the terms of the LLC Agreement but does not assign to the transferee of such Partner has, Units its rights under this Agreement, Agreement with respect to such transferred Units, such TRA Party shall continue to be entitled to receive the other Common Tax Benefit Payments arising in respect of a subsequent Exchange of such Units held by him(and such transferred Units shall be separately identified, so as to facilitate the determination of payments hereunder). Notwithstanding the foregoing provisions of this Section 7.06Any assignment, no transferee described or attempted assignment in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and no assignee described in clause (ii) void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of the immediately preceding paragraph shall have any rights under this Agreement except as the absolute owner thereof and shall incur no liability for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved made in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior good faith to such amendment (excluding, for purposes owner until such time as a written assignment of this sentence, all payments made to any Partner such rights is permitted pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions conditions of this Agreement shall be binding upon, shall inure to Section 7.6(a) and has been recorded on the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all books of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken placeCorporate Taxpayer.

Successors; Assignment; Amendments; Waivers. (a) No Partner Member may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner Member shall have the option to assign to the transferee of such Common Units the transferring PartnerMember’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except attached hereto as otherwise provided in such joinderExhibit A, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Member pursuant to this Agreement with respect to such Exchange the Exchanged Units may be assigned to any Person or Persons, including a liquidating trust, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory attached hereto as Exhibit A; provided, further, however, that no such assignment or transfer shall relieve any party hereto of any of its obligations hereunder. If any Member proposes to assign any payment as described in clause (ii) of the immediately preceding sentence to any Person or Persons (other than to one of its Affiliates or Permitted Transferees), then the assigning Member shall give written notice to the Corporation, agreeing Corporation at least thirty (30) days prior to be bound by Section 7.12 and acknowledging specifically the last sentence proposed assignment setting forth the name of the next proposed assignee, the price and the other material terms and conditions of such assignment, and the Corporation shall promptly deliver a copy of such notice to each of the other Members. Each of the other Members shall thereafter have the right exercisable by written notice to the assigning Member within ten (10) days after receipt of notice from the Corporation to participate in such assignment of payments at the same price and on the same terms and conditions as the assigning Member. The assigning Member shall not assign any such payment to such prospective assignee unless and until, simultaneously with such assignment, the prospective assignor shall purchase the payments from all Members who decide to sell pursuant to this paragraph. For the avoidance of doubt, if a Person transfers Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a partysuch Person’s rights, the Partner receiving such Common Units shall have all rights if any, under this Agreement with respect to such transferred Common Units as Units, such Partner hasPerson shall be entitled to receive the Tax Benefit Payments, under this Agreementif any, due hereunder with respect to the other Common Units held by himto, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such Units. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph first sentence of this Section 7.06(a) shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph first sentence of this Section 7.06(a) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. (a) No Partner may TRA Party may, directly or indirectly, assign or otherwise transfer its rights under this Agreement to any person Person (other than a Permitted Transferee) without the express prior written consent of the Corporation; providedCorporate Taxpayer, howeversuch consent not to be unreasonably withheld, (i) thatconditioned, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership Agreementor delayed, and any other agreements the Partners may have entered into with each other, or without such Person (including a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall assign to the transferee of such Common Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed Permitted Transferee) executing and delivered, or, in connection with such transfer, executes and delivers, delivering a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporationof Exhibit A hereto, agreeing to become a “Partner” TRA Party for all purposes of this Agreement, except as otherwise provided in such joinder, and joinder (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph“Joinder”). For the avoidance of doubt, this Section 7.6(a) shall apply regardless of whether such TRA Party continues to hold any interest in the Corporate Taxpayer or OpCo; provided, however, that if a TRA Party transfers Units in accordance with the terms of the LLC Agreement but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all its rights under this Agreement with respect to such transferred Common Units as Units, such Partner hasTRA Party shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units. Any assignment, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described or attempted assignment in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and no assignee described in clause (ii) void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of the immediately preceding paragraph shall have any rights under this Agreement except as the absolute owner thereof and shall incur no liability for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved made in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior good faith to such amendment (excluding, for purposes owner until such time as a written assignment of this sentence, all payments made to any Partner such rights is permitted pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions conditions of this Agreement shall be binding upon, shall inure to Section 7.6(a) and has been recorded on the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all books of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken placeCorporate Taxpayer.

Successors; Assignment; Amendments; Waivers. (a) No Partner may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common that a Partner effectively transfers Exchangeable Units are effectively transferred after the date hereof in accordance with the terms of the Applicable Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Applicable Partnership, the transferring Partner shall assign to the transferee of such Common Exchangeable Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Exchangeable Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in the form and substance reasonably satisfactory to the Corporationattached hereto as Exhibit A, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an the Initial Sale or any Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Initial Sale or such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in the form and substance reasonably satisfactory to the Corporationattached hereto as Exhibit A, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraphSection 7.06(b). For the avoidance of doubt, to the extent a Partner or other Person transfers Common Exchangeable Units after the date hereof to a Partner as may be permitted by any agreement to which the Applicable Partnership is a party, the Partner receiving such Common Exchangeable Units shall have all rights under this Agreement with respect to such transferred Common Exchangeable Units as such Partner has, has under this Agreement, Agreement with respect to the other Common Exchangeable Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken placePartner.

Successors; Assignment; Amendments; Waivers. No Partner may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LP Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall have the option to assign to the transferee of such Common Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange the Exchanged Units may be assigned to any Person or Persons, including a liquidating trust, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence terms of the next paragraph. For the avoidance of doubt, if a Person transfers Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LP Agreement) but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a partysuch Person’s rights, the Partner receiving such Common Units shall have all rights if any, under this Agreement with respect to such transferred Common Units as Units, such Partner hasPerson shall be entitled to receive the Tax Benefit Payments, under this Agreementif any, due hereunder with respect to the other Common Units held by himto, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such Units. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, Partnership and by Original Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Original Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Original Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of all such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Partner transfers his Units to a Permitted Transferee (as defined in the LP Agreement), excluding any other Original Partner, such Original Partner shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. No Partner Series B Member may assign this Agreement to any person without the prior written consent of the CorporationHII; provided, however, that (i) that, to the extent Common Units Series B Membership Interests are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall Series B Member may assign to the transferee of such Common Units Series B Membership Interests the transferring PartnerSeries B Member’s rights under this Agreement with respect to such transferred Common UnitsSeries B Membership Interests and (ii) a Series B Member shall be entitled to assign its rights under this Agreement to (x) a direct or indirect beneficial owner or Affiliate of such Series B Member, as long as or trust or other Person established for the benefit of one or more direct or indirect beneficial owners or Affiliates of such Series B Member, in connection with a liquidation, dissolution, winding up or other termination of such Series B Member or (y) any other then-current Series B Member, and, in either case (i) or (ii), such transferee has shall have executed and delivered, or, in connection with such transfer, executes execute and deliversdeliver, a joinder to this Agreement, Agreement in the form attached hereto as Exhibit A (or such other joinder in form and substance reasonably satisfactory to the CorporationHII), agreeing to become a “PartnerSeries B Member” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, to the extent a Partner or other Person transfers Common Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all rights under this Agreement with respect to such transferred Common Units as such Partner has, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation HII and the Partnership, Company and by Partners Series B Members who would be entitled to receive at least two-thirds (2/3) of the Early Termination Payments payable to all Partners Series B Members hereunder if the Corporation HII had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner Series B Member pursuant to this Agreement since the date of such most recent Exchange); provided, however, that no such amendment shall be effective if such amendment will would have a disproportionate effect on the payments certain Partners Series B Members will or may receive under this Agreement unless at least two-thirds of all such Partners Series B Members disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation HII shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the CorporationHII, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation HII would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No Partner Member may assign this Agreement to any person without the prior written consent of the CorporationINC; provided, however, (i) that, to the extent Common Class A Units are effectively transferred in accordance with the terms of the Partnership Operating Agreement, and any other agreements the Partners Members may have entered into with each other, or a Partner Member may have entered into with the Corporation INC and/or the PartnershipLLC, the transferring Partner Member shall assign to the transferee of such Common Class A Units the transferring PartnerMember’s rights under this Agreement with respect to such transferred Common Class A Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the CorporationINC, agreeing to become a “PartnerMember” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange a Redemption has occurred, any and all payments that may become payable to a Partner Member pursuant to this Agreement with respect to such Exchange Redemption may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the CorporationINC, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, to the extent a Partner Member or other Person transfers Common Class A Units to a Partner Member as may be permitted by any agreement to which the Partnership LLC is a party, the Partner Member receiving such Common Class A Units shall have all rights under this Agreement with respect to such transferred Common Class A Units as such Partner Member has, under this Agreement, with respect to the other Common Class A Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation INC and the PartnershipLLC, and by Partners Members who would be entitled to receive at least two-thirds of the Early Termination Change of Control Payments payable to all Partners Members hereunder if the Corporation a Change of Control had exercised its right of early termination under Section 4.01(a) occurred on the date of the most recent Exchange Redemption prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner Member pursuant to this Agreement since the date of such most recent ExchangeRedemption); provided, provided that no such amendment shall be effective if such against Members who do not approve the amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendmentwriting. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this This Agreement shall be binding upon, shall bind and inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, successors and permitted assigns, heirs, executors, administrators and legal representatives. The Corporation INC shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the CorporationINC, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation INC would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No (a) Neither KKR Holdings nor any Limited Partner may assign this Agreement to any person without the prior written consent of each of the CorporationCorporate Holdcos; provided, however, (i) that, to the extent Common Group Partnership Units are effectively transferred in accordance with the terms of the Group Partnership Agreement, and Agreements or any other agreements agreement the Partners may have entered into with each other, or a applicable Holdings Limited Partner may have entered into with the Corporation Parent or are transferred to a KKR Affiliate, the Managing Partner, the Corporate Holdco and/or either of the PartnershipGroup Partnerships, the transferring Limited Partner or KKR Holdings shall assign to the transferee of such Common Group Partnership Units the transferring Limited Partner’s or KKR Holdings’ rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, Group Partnership Units and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Holdings Limited Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporationeach Corporate Holdco, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, : (A) to the extent a Partner or other Person KKR Holdings transfers Common Group Partnership Units to a Partner as may be permitted by any agreement KKR Holdings Affiliate pursuant to which the relevant Group Partnership is a partyAgreements, the Partner KKR Holdings Affiliate receiving such Common Group Partnership Units shall have all rights under this Agreement with respect to such transferred Common Group Partnership Units as such Partner KKR Holdings has, under this Agreement, with respect to the other Common Group Partnership Units held by him. Notwithstanding ; and (B) the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right requirement to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, execute and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner deliver a joinder pursuant to this Agreement since the date of Section 7.06(a) shall not be construed as requiring such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement execution and delivery prior to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be an assignment becoming effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No Partner (a) Each Existing Stockholder may freely assign (in whole or in part) its rights under this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, Corporation to the extent Common Units are effectively transferred in accordance with the terms of the Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall assign to the transferee of such Common Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Units, Person as long as such transferee assignee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, delivered or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by all provisions of this Agreement and (B) such forms or other information as the Corporation may reasonably require for purposes of Section 7.12 and acknowledging specifically 7.10. If the last sentence Existing Stockholder Representative assigns all or a portion of its rights as an Existing Stockholder under this Agreement, such assignee shall, at the election of the next paragraphExisting Stockholder Representative, also be assigned the rights and obligations of the Existing Stockholder Representative in its capacity as such; provided that the Existing Stockholder Representative may assign its rights and obligations in its capacity as such to an Affiliate at any time; provided, further, that any assignment of the rights and obligations of the Existing Stockholder Representative in its capacity as such shall not be effective unless the assignee has executed and delivered or, in connection with such assignment, executes and delivers (A) a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by all provisions of this Agreement and (B) such forms or other information as the Corporation may reasonably require for purposes of Section 7.10. For the avoidance of doubt, to the extent rights and obligations of the Existing Stockholder Representative in its capacity as such may only be assigned in whole and not in part. (b) The transferee and transferor of any Transfer permitted under this Section 7.06 shall ensure that the Corporation is provided with a Partner or other Person transfers Common Units to a Partner as copy (which may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all rights under this Agreement with respect to such transferred Common Units as such Partner has, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (iPDF) of the immediately preceding paragraph shall have fully executed instrument of Transfer, which instrument must clearly identify the right to enforce name of the provisions transferor and transferee and the Ownership Percentage being transferred, within five (5) days of Section 2.04the effective date of such Transfer. Any Transfer, 4.02, 6.01 or 6.02 attempted Transfer in violation of this Agreement, and no assignee described in clause (ii) including any failure of the immediately preceding paragraph shall have any rights under this Agreement except for the right a purported transferee to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant enter into a joinder to this Agreement since or to provide any forms or other information to the date of such most recent Exchange); providedextent required hereunder, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will null and void, and shall not bind or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured be recognized by the entitlement to Early Termination Payments as set forth in Corporation or the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representativesExisting Stockholders Representative. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) be entitled to all or substantially all treat the record owner of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.any

Successors; Assignment; Amendments; Waivers. a. No Partner Holder may assign this Agreement to any person Person without the prior written consent of the CorporationAPO Corp.; provided, however, (i) that, to the extent Common Partnership Units are effectively transferred in accordance with the terms of the Partnership Agreement, Agreements and any other agreements the Partners may have entered into with each other, or a Partner Holders may have entered into with the Corporation Issuer, APO Corp. and/or any of the PartnershipApollo Operating Group Members or Apollo Principal Partnerships, the transferring Partner Holder shall assign to the transferee of such Common Partnership Units the transferring PartnerHolder’s rights under this Agreement with respect to such transferred Common Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the CorporationAPO Corp., agreeing to become a “PartnerHolder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Holder pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the CorporationAPO Corp., agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, : (A) to the extent a Partner Holder Group Member or other Person transfers Common Doc#: US1:8509067v5 15 Partnership Units to a Partner as may be permitted by any agreement Holder Group Member pursuant to which the relevant Partnership is a partyAgreements, the Partner Holder Group Member receiving such Common Partnership Units shall have all rights under this Agreement with respect to such transferred Common Partnership Units as such Partner Holder Group Members has, under this Agreement, with respect to the other Common Partnership Units held by him. Notwithstanding ; and (B) the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right requirement to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, execute and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner deliver a joinder pursuant to this Agreement since the date of Section 7.06(a) shall not be construed as requiring such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement execution and delivery prior to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be an assignment becoming effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No Partner Member may assign its rights under this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall Member may assign to the transferee of such Common Units the transferring PartnerMember’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a Joinder Agreement in the form attached hereto as Exhibit A (or such other joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation), agreeing to become a “PartnerMember” for all purposes of this Agreement, except as otherwise provided in such joinderJoinder Agreement, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Member pursuant to this Agreement with respect to such Exchange the Exchanged Units may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a Joinder Agreement in the form attached hereto as Exhibit A (or such other joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation), agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence provided, further, however, that no such assignment or transfer shall relieve any party hereto of the next paragraph. For the avoidance any of doubt, to the extent a Partner or other Person transfers Common Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all rights under this Agreement with respect to such transferred Common Units as such Partner has, under this Agreement, with respect to the other Common Units held by himits obligations hereunder. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement and under no circumstances shall the rights and privileges conferred upon Eligible Members hereunder be transferable. In the event an Eligible Member transfers its Units to a Permitted Transferee (as defined in the LLC Agreement), such Eligible Member shall have the right, on behalf of such transferee, to enforce such rights and privileges with respect to such transferred Units. No provision of this Agreement may be amended unless such amendment is approved in writing by each of (i) the Corporation, (ii) the Company, (iii) the Members holding a majority of the then outstanding Units (excluding Units held by the Corporation and the Partnershipor any Exchanging Subsidiary), and by Partners who would be entitled (iv) as long as DB or the Xxxxxxxx Holders hold a number of Units that is equal to receive at least two-thirds or greater than ten percent (10%) of the Early Termination Payments payable to all Partners hereunder if Post-IPO Units, the Corporation had exercised its right consent of early termination under Section 4.01(a) on DB and/or the date of the most recent Exchange prior to such amendment (excludingXxxxxxxx Majority Holder, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange)as applicable; provided, that no such amendment shall be effective if such amendment will would have a disproportionate effect on the payments certain Partners Members will or may receive under this Agreement unless at least two-thirds of all such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) Members affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No Partner may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Common Partnership Units are effectively transferred in accordance with the terms of the Partnership AgreementAgreements, and any other agreements the Original Partners may have entered into with each other, or a Partner may have entered into with the Corporation Parent, the Corporation, Holdings and/or any of the PartnershipPartnerships, the transferring Partner shall assign to the transferee of such Common Partnership Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, to the extent a an Original Partner or other Person transfers Common Partnership Units to a an Original Partner as may be permitted by any agreement to which the Partnership whose Partnership Units are subject to such transfer is a party, the Original Partner receiving such Common Partnership Units shall have all rights under this Agreement with respect to such transferred Common Partnership Units as such Original Partner has, under this Agreement, with respect to the other Common Partnership Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of Parent, the Corporation and Holdings, on behalf of themselves and the Partnershiprespective Partnerships they Control, and by Original Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Original Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Original Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of all such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Partner transfers his Partnership Units to a Permitted Transferee (as defined in each Partnership Agreement), excluding any other Original Partner, such Original Partner shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Partnership Units.

Successors; Assignment; Amendments; Waivers. (a) No Partner Member may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner Member shall have the option to assign to the transferee of such Common Units the transferring PartnerMember’s rights and obligations under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “PartnerMember” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Member pursuant to this Agreement with respect to such Exchange the Exchanged Units may be assigned to any Person or Persons, Persons as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and 7.12, acknowledging specifically the last sentence terms of the next paragraphparagraph of this Section 7.06, and the obligations of Section 3.03(b). For the avoidance of doubt, if a Person transfers Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a partysuch Person’s rights, the Partner receiving such Common Units shall have all rights if any, under this Agreement with respect to such transferred Common Units as Units, such Partner hasPerson shall be entitled to receive the Tax Benefit Payments, under this Agreementif any, due hereunder with respect to, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such Units and such Person shall continue to bear the other Common Units held by himobligations of Section 3.03(b). Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the first sentence of the immediately preceding paragraph (except for an Excepted Transferee) shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the first sentence of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. For purposes of clarity, an Excepted Transferee shall have all rights to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement and all other rights as if such Excepted Transferee were a Member holding Units. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the PartnershipCorporation, TIP LLC and by Partners Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners Members hereunder if the Corporation had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Member pursuant to this Agreement since the date of such most recent Exchange); provided, however, that no such amendment shall be effective if such amendment would have a disproportionate effect on the payments certain Members will or may receive under this Agreement, unless such Members disproportionately effected holding a majority of the Early Termination Payments payable to such Members hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner such Members pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event a Member transfers his Units to a Permitted Transferee (as defined in the LLC Agreement), excluding any other Member, such Member shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02, 6.01 or 6.02 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. No Limited Partner may assign this Agreement to any person without the prior written consent of the each Corporation; provided, however, (i) that, except with respect to a transfer of OCGH Units in connection with an Exchange, to the extent Common OCGH Units are effectively transferred in accordance with the terms of the OCGH Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Limited Partner shall have the option to assign to the transferee of such Common OCGH Units the transferring Limited Partner’s rights under this Agreement with respect to such transferred Common the OCGH Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the each Corporation, agreeing to become a an “Limited Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Limited Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the each Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, to the extent a Partner Senior Executive or other Person transfers Common OCGH Units to a Partner as may be permitted by any agreement to which the Partnership is a partySenior Executive, the Partner Senior Executive receiving such Common OCGH Units shall have all rights under this Agreement with respect to such transferred Common OCGH Units as such Partner Senior Executive has, under this Agreement, with respect to the other Common OCGH Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation Corporations, on behalf of themselves and the Partnershiprespective Partnerships they Control, and by Partners Senior Executives who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners Senior Executives hereunder if each of the Corporation Corporations had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner Senior Executive pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Limited Partners will or may receive under this Agreement unless at least two-thirds of all such Limited Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Each Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the such Corporation or interests in a Partnership held by such Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the such Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event a Senior Executive transfers his OCGH Units to a transferee as permitted under the OCGH Partnership Agreement, excluding any other Senior Executive, such Senior Executive shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred OCGH Units.

Successors; Assignment; Amendments; Waivers. No Partner (a) Each TRA Party may assign all or any portion of its rights under this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall assign to the transferee of such Common Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Units, Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporationof Exhibit A hereto, agreeing to become a “Partner” TRA Party for all purposes of this Agreement, except as otherwise provided in such joinderjoinder (a “Joinder”), and provided, however, that, at any time during the term of this Agreement, (i) the total number of Carlyle Assignees, in the aggregate, who are TRA Parties cannot be greater than five (5), other than Affiliates of the Carlyle Parties, (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, orthe total number of TA Assignees, in connection with such assignmentthe aggregate, executes who are TRA Parties cannot be greater than five (5), other than Affiliates of the TA Parties and delivers, a joinder to this Agreement(iii) the total number of 22C Assignees, in form and substance reasonably satisfactory to the Corporationaggregate, agreeing to who are TRA Parties cannot be bound by Section 7.12 and acknowledging specifically the last sentence greater than five (5), other than Affiliates of the next paragraph22C Parties. For avoidance of doubt, this Section 7.6(a) shall apply regardless of whether such TRA Party continues to hold any interest in the Corporate Taxpayer or OpCo. For the avoidance of doubt, (1) if a TRA Party transfers Units in accordance with the terms of the LLC Agreement but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all its rights under this Agreement with respect to such transferred Common Units, such TRA Party shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units and (2) an assignment to any entity controlled by a TRA Party to shall be treated as such Partner hasone transfer (or an assignment to an Affiliate, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions if applicable) for purposes of this Section 7.067.6(a), no transferee described even if the interests in clause (i) of the immediately preceding paragraph shall have the right such entity are subsequently transferred or distributed to enforce the provisions of Section 2.04third parties. Any assignment, 4.02, 6.01 or 6.02 attempted assignment in violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and no assignee described in clause (ii) void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of the immediately preceding paragraph shall have any rights under this Agreement except as the absolute owner thereof and shall incur no liability for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved made in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior good faith to such amendment (excluding, for purposes owner until such time as a written assignment of this sentence, all payments made to any Partner such rights is permitted pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions conditions of this Agreement shall be binding upon, shall inure to Section 7.6(a) and has been recorded on the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all books of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken placeCorporate Taxpayer.

Successors; Assignment; Amendments; Waivers. (a) No Partner may TRA Party may, directly or indirectly, assign or otherwise transfer its rights under this Agreement to any person Person (other than a permitted transferee) without the express prior written consent of the Corporation; providedCorporate Taxpayer, howeversuch consent not to be unreasonably withheld, (i) thatconditioned, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership Agreementor delayed, and any other agreements the Partners may have entered into with each other, or without such Person (including a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall assign to the transferee of such Common Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed permitted transferee) executing and delivered, or, in connection with such transfer, executes and delivers, delivering a joinder to this Agreement, substantially in the form and substance reasonably satisfactory to the Corporationof Exhibit A hereto, agreeing to become a “Partner” TRA Party for all purposes of this Agreement, except as otherwise provided in such joinder, and joinder (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph“Joinder”). For the avoidance of doubt, this Section 7.6(a) shall apply regardless of whether such TRA Party continues to hold any interest in the Corporate Taxpayer or OpCo; provided, however, that if a TRA Party transfers Class A Units in accordance with the terms of the LLC Agreement but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all its rights under this Agreement with respect to such transferred Common Units as Class A Units, such Partner hasTRA Party shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Class A Units. Any assignment, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described or attempted assignment in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and no assignee described in clause (ii) void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of the immediately preceding paragraph shall have any rights under this Agreement except as the absolute owner thereof and shall incur no liability for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved made in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior good faith to such amendment (excluding, for purposes owner until such time as a written assignment of this sentence, all payments made to any Partner such rights is permitted pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions conditions of this Agreement shall be binding upon, shall inure to Section 7.6(a) and has been recorded on the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all books of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken placeCorporate Taxpayer.

Successors; Assignment; Amendments; Waivers. No Partner may assign its rights under this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall assign to the transferee of such Common Units the transferring Partner’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, to the extent a Partner or other Person transfers Common Units to a Partner as may be permitted by any agreement to which the Partnership is a partyLLC Agreement, the Partner receiving such Common Units shall have all rights under this Agreement with respect to such transferred Common Units as such Partner has, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the PartnershipHLA, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by by, the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. (a) No Partner TRA Party may assign this Agreement to any person without the prior written consent of the CorporationFive Point; provided, however, provided that (i) thata TRA Party may transfer any or all of its rights under this Agreement to another TRA Party or the Designated Member, (ii) a TRA Party may transfer any or all of its rights to some or all of the Payments under this Agreement to an Affiliate of such TRA Party with the consent of Five Point, which shall not be unreasonably withheld, provided that no such consent shall be required if the Affiliate is another TRA Party or a Designated Member, (iii) to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall TRA Party may assign to the transferee of such Common Units the transferring PartnerTRA Party’s rights under this Agreement with respect to such transferred Common Units, Units as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, delivers a joinder to this Agreement, Agreement in the form and substance reasonably satisfactory to of Exhibit A or such other form as mutually agreed by the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such joinderrelevant parties, and (iiiv) that, once an Exchange has occurred, any and all payments that may become payable to a Partner TRA Party pursuant to this Agreement with respect to such Exchange may be assigned in whole and not in part and in accordance with applicable law to any Person or PersonsPerson, as long as (w) any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this AgreementAgreement in the form of Exhibit A or such other form as mutually agreed by the relevant parties, (x) such assignment is made only to a single “accredited investor,” as defined in form and substance Rule 501 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (y) the assignor has delivered to Five Point an opinion of counsel reasonably satisfactory to Five Point to the Corporation, agreeing effect that the proposed assignment may be effected without registration under the Securities Act and will not otherwise violate the registration requirements of the Securities Act and the regulations promulgated thereunder or violate any state securities laws or regulations applicable to Five Point or the rights proposed to be bound by Section 7.12 assigned, and acknowledging specifically the last sentence (z) such assignment relates to payments that are reasonably expected to exceed $1,000,000, or represents all of the next paragraph. For the avoidance of doubt, to the extent a Partner or other Person transfers Common Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all TRA Party’s rights under this Agreement with respect to such transferred Common Units as such Partner has, under this Agreement, with respect to the other Common Units held by him. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No Limited Partner may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Limited Partner shall have the option to assign to the transferee of such Common Units the transferring Limited Partner’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, Joinder Agreement in the form and substance reasonably satisfactory to the Corporationattached hereto as Exhibit A, agreeing to become a “Limited Partner” for all purposes of this Agreement, except as otherwise provided in such joinderJoinder Agreement, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Limited Partner pursuant to this Agreement with respect to such Exchange a Limited Partner may be assigned to any Person or Persons, including a liquidating trust, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, Joinder Agreement in the form and substance reasonably satisfactory to the Corporationattached hereto as Exhibit A, agreeing to be bound by Section 7.12 7.13 and acknowledging specifically the last sentence terms of the next paragraph. For the avoidance of doubt, if a Person transfers Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the Partnership Agreement) but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a partysuch Person’s rights, the Partner receiving such Common Units shall have all rights if any, under this Agreement with respect to such transferred Common Units as or payments payable to such Limited Partner has, under this Agreement, such Person shall be entitled to receive the Tax Benefit Payments, if any, due hereunder including with respect to the other Common Units held by himto, any Tax Benefit Payments arising in respect of a subsequent Exchange of, such Units. Notwithstanding the foregoing provisions of this Section 7.067.6, and other than a transferee or assignee who is a beneficial owner of an interest in HMH or Riverstone, (a) no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04Sections 2.4, 4.024.2, 6.01 6.1 or 6.02 6.2 of this Agreement, and (b) no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, Holdings and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendmenteach Initial Limited Partner. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. For the avoidance of doubt and notwithstanding anything to the contrary herein, in the event an Initial Limited Partner transfers Units to a Permitted Transferee (as defined in the Partnership Agreement) that is a beneficial owner of interest in such Initial Limited Partner, then such beneficial owner shall have the right to enforce the provisions of Sections 2.4, 4.2 or 6.1 with respect to such transferred Units.

Successors; Assignment; Amendments; Waivers. (a) No Limited Partner may assign this Agreement to any person without the prior written consent of each of the CorporationCorporate Taxpayers; provided, however, (i) that, to the extent Common Partnership Units are effectively transferred in accordance with the terms of the Partnership Agreement, Agreements and any other agreements the Limited Partners may have entered into with the Parent, each other, of the Corporate Taxpayers and/or any of the other Blackstone Holdings General Partners or a Partner may have entered into with the Corporation and/or the PartnershipBlackstone Holdings Partnerships, the transferring Limited Partner shall assign to the transferee of such Common Partnership Units the transferring Limited Partner’s rights under this Agreement with respect to such transferred Common Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to each of the CorporationCorporate Taxpayers, agreeing to become a “Limited Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Limited Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to each of the CorporationCorporate Taxpayers, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, : (A) to the extent a Limited Partner Group Member or other Person transfers Common Partnership Units to a Limited Partner as may be permitted by any agreement Group Member pursuant to which the relevant Partnership is a partyAgreements, the Limited Partner Group Member receiving such Common Partnership Units shall have all rights under this Agreement with respect to such transferred Common Partnership Units as such Limited Partner Group Members has, under this Agreement, with respect to the other Common Partnership Units held by him. Notwithstanding ; and (B) the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right requirement to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, execute and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner deliver a joinder pursuant to this Agreement since the date of Section 7.06(a) shall not be construed as requiring such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement execution and delivery prior to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be an assignment becoming effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No Partner Member may assign its rights under this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall Member may assign to the transferee of such Common Units the transferring PartnerMember’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a Joinder Agreement in the form attached hereto as Exhibit A (or such other joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation), agreeing to become a “PartnerMember” for all purposes of this Agreement, except as otherwise provided in such joinderJoinder Agreement, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Member pursuant to this Agreement with respect to such Exchange the Exchanged Units may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a Joinder Agreement in the form attached hereto as Exhibit A (or such other joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation), agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence provided, further, however, that no such assignment or transfer shall relieve any party hereto of the next paragraphany of its obligations hereunder. For the avoidance of doubt, if a Person transfers Units (regardless of whether the transferee is a “Permitted Transferee” under the terms of the LLC Agreement) but does not assign to the extent a Partner or other Person transfers Common transferee of such Units to a Partner as may be permitted by any agreement to which the Partnership is a partysuch Person’s rights, the Partner receiving such Common Units shall have all rights if any, under this Agreement with respect to such transferred Common Units as Units, such Partner hasPerson shall be entitled to receive the Tax Benefit Payments, under this Agreementif any, due hereunder with respect to the other Common Units held by himto, including any Tax Benefit Payments arising in respect of a subsequent Exchange of, such Units. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement and under no circumstances shall the rights and privileges conferred upon Eligible Members hereunder be transferable; provided, that in the event an Eligible Member transfers its Units to a Permitted Transferee (as defined in the LLC Agreement), such Eligible Member shall have the right, on behalf of such transferee, to enforce such rights and privileges with respect to such transferred Units. No provision of this Agreement may be amended unless such amendment is approved in writing by each of (i) the Corporation and Corporation, (ii) the PartnershipCompany, (iii) the Members holding a majority of the then outstanding Units (excluding Units held by the Corporation), and by Partners who would be entitled (iv) as long as the Oaktree Members or the Stonehill Member(s) hold a number of Units that is equal to receive at least two-thirds or greater than ten percent (10%) of the Early Termination Payments payable to all Partners hereunder if Post-IPO Units, the Corporation had exercised its right of early termination under Section 4.01(a) on the date consent of the most recent Exchange prior to such amendment (excludingOaktree Members and/or the Stonehill Member, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange)as applicable; provided, that no such amendment shall be effective if such amendment will would have a disproportionate effect on the payments certain Partners Members will or may receive under this Agreement unless at least two-thirds of all such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) Members affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No Partner may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Common Partnership Units are effectively transferred in accordance with the terms of the Partnership AgreementAgreements, the Principals Agreement and any other agreements the Original Partners may have entered into with each other, or a Partner may have entered into with the Corporation Parent, the Corporation, FIGA and/or any of the Partnershipother Partnerships, the transferring Partner shall have the option to assign to the transferee of such Common Partnership Units the transferring Partner’s 's rights under this Agreement with respect to such transferred Common Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “"Partner” " for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, : (i) to the extent a an Original Partner or other Person transfers Common Partnership Units to a an Original Partner as may be permitted by any agreement pursuant to which the Partnership is a partyPrincipals Agreement, the Original Partner receiving such Common Partnership Units shall have all rights under this Agreement with respect to such transferred Common Partnership Units as such Partner Original Partners has, under this Agreement, with respect to the other Common Partnership Units held by him; and (ii) if a Person transfers Partnership Units (regardless of whether the transferee is a "Permitted Transferee" under the terms of the relevant Partnership Agreement) but does not assign to the transferee of such Partnership Units such Person's rights, if any, under this Agreement with respect to such transferred Partnership Units, such Person shall be entitled to receive the Tax Benefit Payments, if any, due hereunder in the event such Partnership Units are the subject of a subsequent Exchange. The Corporation may, in its sole discretion, allow an entity (a "Holding Entity") that holds Partnership Units and corresponding Class B Shares on behalf of employees of Fortress or any of its Affiliates to execute and deliver a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a "Partner" for all purposes of this Agreement, except as otherwise provided in such joinder. In connection with the foregoing, the Corporation may, in its sole discretion, grant a Holding Entity in the applicable joinder the right to effect an exchange of Partnership Units and corresponding Class B Shares for Class A Shares in the event that no Partner delivers an Exchange Request during a given calendar year. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph or Holding Entity shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and FIGA, on behalf of themselves and the Partnershiprespective Partnerships they Control, and by Original Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Original Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Original Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of all such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Partner transfers his Partnership Units to a Permitted Transferee (as defined in each Partnership Agreement), excluding any other Original Partner, such Original Partner shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Partnership Units.

Successors; Assignment; Amendments; Waivers. No Partner Member may assign its rights under this Agreement to any person without the prior written consent of the Corporation; provided, however, that (i) that, to the extent Common Units are effectively transferred in accordance with the terms of the Partnership LLC Agreement, and any other agreements the Partners may have entered into with each other, or a Partner may have entered into with the Corporation and/or the Partnership, the transferring Partner shall Member may assign to the transferee of such Common Units the transferring PartnerMember’s rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a Joinder Agreement in the form attached hereto as Exhibit A (or such other joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation), agreeing to become a “PartnerMember” for all purposes of this Agreement, except as otherwise provided in such joinderJoinder Agreement, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner Member pursuant to this Agreement with respect to such Exchange the Exchanged Units may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a Joinder Agreement in the form attached hereto as Exhibit A (or such other joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation), agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence provided, further, however, that no such assignment or transfer shall relieve any party hereto of the next paragraph. For the avoidance any of doubt, to the extent a Partner or other Person transfers Common Units to a Partner as may be permitted by any agreement to which the Partnership is a party, the Partner receiving such Common Units shall have all rights under this Agreement with respect to such transferred Common Units as such Partner has, under this Agreement, with respect to the other Common Units held by himits obligations hereunder. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement and under no circumstances shall the rights and privileges conferred upon Eligible Members hereunder be transferable. In the event an Eligible Member transfers its Units to a Permitted Transferee (as defined in the LLC Agreement), such Eligible Member shall have the right, on behalf of such transferee, to enforce such rights and privileges with respect to such transferred Units. No provision of this Agreement may be amended unless such amendment is approved in writing by each of (i) the Corporation, (ii) the Company, (iii) the Members holding a majority of the then outstanding Units (excluding Units held by the Corporation and the Partnershipor any Exchanging Subsidiary), and by Partners who would be entitled (iv) as long as DB or FI Station Investor holds a number of Units that is equal to receive at least two-thirds or greater than ten percent (10%) of the Early Termination Payments payable to all Partners hereunder if Post-IPO Units, the Corporation had exercised its right consent of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excludingDB and/or FI Station Investor, for purposes of this sentence, all payments made to any Partner pursuant to this Agreement since the date of such most recent Exchange)as applicable; provided, that no such amendment shall be effective if such amendment will would have a disproportionate effect on the payments certain Partners Members will or may receive under this Agreement unless at least two-thirds of all such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) Members affected consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No (a) Neither KKR Holdings nor any Limited Partner may assign this Agreement to any person without the prior written consent of each of the CorporationCorporate Holdcos; provided, however, (i) that, to the extent Common Group Partnership Units are effectively transferred in accordance with the terms of the Group Partnership Agreement, and Agreements or any other agreements agreement the Partners may have entered into with each other, or a applicable Limited Partner may have entered into with the Corporation Parent or are transferred to a KKR Affiliate, the Managing Partner, the Corporate Holdco and/or either of the PartnershipGroup Partnerships, the transferring Limited Partner or KKR Holdings shall assign to the transferee of such Common Group Partnership Units the transferring Limited Partner’s or KKR Holdings’ rights under this Agreement with respect to such transferred Common Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, Group Partnership Units and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Limited Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporationeach Corporate Holdco, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, : (A) to the extent a Partner or other Person KKR Holdings transfers Common Group Partnership Units to a Partner as may be permitted by any agreement KKR Holdings Affiliate pursuant to which the relevant Group Partnership is a partyAgreements, the Partner KKR Holdings Affiliate receiving such Common Group Partnership Units shall have all rights under this Agreement with respect to such transferred Common Group Partnership Units as such Partner KKR Holdings has, under this Agreement, with respect to the other Common Group Partnership Units held by him. Notwithstanding ; and (B) the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph shall have the right requirement to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, execute and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and the Partnership, and by Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Partner deliver a joinder pursuant to this Agreement since the date of Section 7.06(a) shall not be construed as requiring such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement execution and delivery prior to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be an assignment becoming effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Successors; Assignment; Amendments; Waivers. No Partner may assign this Agreement to any person without the prior written consent of the Corporation; provided, however, (i) that, to the extent Common Partnership Units are effectively transferred in accordance with the terms of the Partnership AgreementAgreements, the Principals Agreement and any other agreements the Original Partners may have entered into with each other, or a Partner may have entered into with the Corporation Parent, the Corporation, FIGA and/or any of the Partnershipother Partnerships, the transferring Partner shall have the option to assign to the transferee of such Common Partnership Units the transferring Partner’s 's rights under this Agreement with respect to such transferred Common Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become payable to a Partner pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the avoidance of doubt, to the extent a an Original Partner or other Person transfers Common Partnership Units to a an Original Partner as may be permitted by any agreement pursuant to which the Partnership is a partyPrincipals Agreement, the Original Partner receiving such Common Partnership Units shall have all rights under this Agreement with respect to such transferred Common Partnership Units as such Partner Original Partners has, under this Agreement, with respect to the other Common Partnership Units held by him. The Corporation may, in its sole discretion, allow an entity (a “Holding Entity”) that holds Partnership Units and corresponding Class B Shares on behalf of employees of Fortress or any of its Affiliates to execute and deliver a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation, agreeing to become a “Partner” for all purposes of this Agreement, except as otherwise provided in such joinder. In connection with the foregoing, the Corporation may, in its sole discretion, grant a Holding Entity in the applicable joinder the right to effect an exchange of Partnership Units and corresponding Class B Shares for Class A Shares in the event that no Partner delivers an Exchange Request during a given calendar year. Notwithstanding the foregoing provisions of this Section 7.06, no transferee described in clause (i) of the immediately preceding paragraph or Holding Entity shall have the right to enforce the provisions of Section 2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause (ii) of the immediately preceding paragraph shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporation and FIGA, on behalf of themselves and the Partnershiprespective Partnerships they Control, and by Original Partners who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Original Partners hereunder if the Corporation had exercised its right of early termination under Section 4.01(a) on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Original Partner pursuant to this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Partners will or may receive under this Agreement unless at least two-thirds of all such Partners disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Original Partner transfers his Partnership Units to a Permitted Transferee (as defined in each Partnership Agreement), excluding any other Original Partner, such Original Partner shall have the right, on behalf of such transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Partnership Units.