Common use of Early Termination and Breach of Agreement Clause in Contracts

Early Termination and Breach of Agreement. (a) With the prior written approval of a majority of the Non-Investor Directors, the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Party at any time by paying (i) to the TRA Party the Early Termination Payment in respect of the TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable Agreement; provided, however, that this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt of the Early Termination Payment by the TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges)), and the Corporate Taxpayer shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under each Tax Receivable Agreement at the time required by Section 4.3, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer to the TRA Party in accordance with this Section 4.1(a), the Corporate Taxpayer shall not have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer, on one hand, and the TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment).

Early Termination and Breach of Agreement. (a) With The Corporate Taxpayer may, with the prior written approval of a majority consent of the Non-Investor DirectorsTRA Disinterested Majority, the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Party Parties and with respect to all of the Units held by the TRA Parties at any time by paying (i) to the each TRA Party the Early Termination Payment in respect of the such TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable AgreementParty; provided, however, that this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt of the entire Early Termination Payment by the TRA Party, Exchange all TRA Parties and Other Reorganization TRA Parties under each of payments described in the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer next sentence, if any and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges)), and the Corporate Taxpayer shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under each Tax Receivable Agreement at the time required by Section 4.3, and provided, further, provided further that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the entire Early Termination Payment by the Corporate Taxpayer to all of the TRA Party in accordance with this Section 4.1(a)Parties, none of the TRA Parties or the Corporate Taxpayer shall not have any further payment rights or obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer, on one hand, and the TRA Party, on the other, as due and payable but that remains unpaid as of the Early Termination Notice Date (which Tax Benefit Payments shall not be included in the Early Termination Payments) and as of the date of payment of the Early Termination Payment and (bii) any Tax Benefit Payment due for the Taxable Year ending immediately prior to, ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (bii) is included in the Early Termination PaymentPayment or is included in clause (i)). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) With The Corporate Taxpayer may, with the prior written approval of a majority consent of the Non-Investor DirectorsTRA Disinterested Majority, the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Party Parties and with respect to all of the Units held by the TRA Parties at any time by paying (i) to the TRA Party Parties, in accordance with their respective shares as set forth on the Payment Schedule, the Early Termination Payment due pursuant to Section 4.3 in respect of the all TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable AgreementParties; provided, however, that this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt of the Early Termination Payment by the all TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges)), and the Corporate Taxpayer shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under each Tax Receivable Agreement at the time required by Section 4.3, and provided, further, Parties; provided further that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer to all of the TRA Party in accordance with this Section 4.1(a)Parties, none of the TRA Parties or the Corporate Taxpayer shall not have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer, on one hand, and the TRA Party, on the other, as due and payable but that remains unpaid as of the Early Termination Notice Date and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause clauses (bi) or (ii) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) With the prior written approval of a majority of the Non-Investor Directors, the The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Party Parties and with respect to all of the Units held by the TRA Parties at any time by paying (i) to the each TRA Party the Early Termination Payment in respect of the such TRA Party and (ii) to each Exchange Reorganization TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable AgreementAgreements (Reorganization); provided, however, that if the Corporate Taxpayer and each of the Representatives agree, the Corporate Taxpayer may terminate this Agreement with respect to some or all of the amounts payable to less than all of the TRA Parties under the Tax Receivable Agreements; provided, further that that the Corporate Taxpayer may not terminate this Agreement pursuant to this Section 4.1(a) with respect to a Specified TRA Party unless such Specified TRA Party has Exchanged all of its Units or waived the application of this proviso; provided, further that this Agreement shall only terminate pursuant to this Section 4.1(a) with respect to a TRA Party upon the receipt of the Early Termination Payment by the such TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges)), and the Corporate Taxpayer shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under each Tax Receivable Agreement at the time required by Section 4.3, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer to the TRA Party in accordance with this Section 4.1(a), the Corporate Taxpayer shall not have any further payment obligations under this AgreementAgreement with respect to the TRA Parties that have received their Early Termination Payment in accordance with this Section 4.1(a), other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer, on one hand, and the applicable TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange by a TRA Party occurs after the Corporate Taxpayer makes the Early Termination Payment to such TRA Party pursuant to this Section 4.1(a), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) With the prior written approval of (x) a majority of the Non-Investor DirectorsIndependent Directors and (y) the TRA Party Representative, the Corporate Taxpayer Corporation may terminate this Agreement with respect to all amounts payable to the TRA Party Parties at any time by paying (i) to the each TRA Party the portion of the Early Termination Payment in respect of the attributable to such TRA Party and (ii) to each Exchange based on such TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable AgreementParty’s Ownership Percentage); provided, however, that this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt of the applicable portion of the Early Termination Payment by the each TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges)), and the Corporate Taxpayer Corporation shall deliver an Early Termination Notice only if it is able to make all required the Early Termination Payments under each Tax Receivable Agreement Payment at the time required by Section 4.3, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any the Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer to the TRA Party Corporation in accordance with this Section 4.1(a), the Corporate Taxpayer Corporation shall not have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment Payments in respect of the TRA Parties agreed to by the Corporate TaxpayerCorporation, on one hand, and the TRA PartyParty Representative, on the other, as due and payable but unpaid as of the Early Termination Notice Date and (b) Tax Benefit Payment Payments in respect of the TRA Parties due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment).

Early Termination and Breach of Agreement. (a) With From and after the first to occur of (x) Qualified MCK Exit, (y) the termination of the MCK Exit Window and (z) the termination of the IPO Preference Period prior written approval to the occurrence of a majority of the Non-Investor DirectorsQualified IPO, the Corporate Taxpayer Company may terminate this Agreement with respect to all amounts payable by the Company to the TRA Party at any time Parties by paying (i) to the each TRA Party an aggregate amount equal to the Early Termination Payment Amount in respect of the such TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable Agreementas provided in Section 4.03(a); provided, however, that if the Company, Echo and the MCK Representative agree, the Company may terminate this Agreement with respect to some or all of the amounts payable to less than all of the TRA Parties; provided, further that the Company may not terminate this Agreement pursuant to this Section 4.01(a) with respect to any TRA Party unless MCK no longer owns, directly or indirectly, any Units or the MCK Representative has waived the application of this proviso; provided, further that this Agreement shall only terminate pursuant to this Section 4.1(a4.01(a) with respect to a TRA Party only upon the receipt by such TRA Party of the its Early Termination Payment by the TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges))Payment, and the Corporate Taxpayer Company and Echo shall deliver an Early Termination Notice only if it the Company is able to make all required Early Termination Payments under each Tax Receivable this Agreement at the time required by Section 4.3, 4.03; and provided, further, that the Corporate Taxpayer Company may withdraw any notice to execute exercise its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate Taxpayer to the TRA Party Company in accordance with this Section 4.1(a4.03(a), the Corporate Taxpayer Company shall not have any further payment obligations under this AgreementAgreement with respect to each TRA Party that has received its Early Termination Payment in accordance with Section 4.03(a), other than for any (ai) Tax Benefit Payment agreed to by the Corporate TaxpayerCompany, on one hand, and the applicable TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (bii) is included in the Early Termination Payment). At any time that the Company is permitted to terminate this Agreement pursuant to this Section 4.01, the Company shall so terminate this Agreement upon the request of Echo (and shall withdraw any notice to terminate upon the request of Echo).

Early Termination and Breach of Agreement. (a) With the prior written approval of a majority of the Non-Investor Directors, the The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Party Parties and with respect to all of the Units held by the TRA Parties at any time by paying (i) to the each TRA Party the Early Termination Payment in respect of the such TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable AgreementParty; provided, however, that this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt of the entire Early Termination Payment by the TRA Party, Exchange all TRA Parties and Other Reorganization TRA Parties under each of payments described in the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer next sentence, if any and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges)), and the Corporate Taxpayer shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under each Tax Receivable Agreement at the time required by Section 4.3, and provided, further, provided further that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the entire Early Termination Payment by the Corporate Taxpayer to all of the TRA Party in accordance with this Section 4.1(a)Parties, none of the TRA Parties or the Corporate Taxpayer shall not have any further payment rights or obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate Taxpayer, on one hand, and the TRA Party, on the other, as due and payable but that remains unpaid as of the Early Termination Notice Date and as of the date of payment of the Early Termination Payment and (bii) any Tax Benefit Payment due for the Taxable Year ending immediately prior to, ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (bi) is or this clause (ii) are included in the Early Termination Payment). If a Future Exchange occurs after the Early Termination Date, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Future Exchange other than the obligations under this Section 4.1.

Early Termination and Breach of Agreement. (a) With the prior written approval of a majority of the Non-Investor Directors, the Corporate Taxpayer The Corporation may terminate this Agreement with respect to all amounts payable to of the TRA Party Partnership Units held (or previously held and exchanged) by all Partners at any time by paying (i) to all of the TRA Party applicable Partners the Early Termination Payment in respect of the TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable AgreementPayment; provided, however, that this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt of the Early Termination Payment by the TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges)), and the Corporate Taxpayer shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under each Tax Receivable Agreement at the time required by Section 4.3Partners, and provided, further, that the Corporate Taxpayer Corporation may withdraw any notice to execute its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate Taxpayer to Corporation, neither the TRA Party in accordance with this Section 4.1(a), applicable Partners nor the Corporate Taxpayer Corporation shall not have any further payment obligations under this AgreementAgreement in respect of such Partners, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer, on one hand, Corporation and the TRA Party, on the other, applicable Partner as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). In the event of a Change of Control, for all purposes of this Agreement, the Company shall be considered to have acquired all Partnership Units from the applicable Partners on the day before the closing date of such Change of Control for Class A Shares in a taxable transaction and shall make Tax Benefit Payments to all applicable Partners as if such acquisition had actually occurred and the Corporation had actually realized the maximum amount of Tax Benefit each Taxable Year taking into account the Valuation Assumptions (1), (3), and (4) but substituting in each case the terms “the closing date of a Change of Control” for “an Early Termination Date.” For each taxable year ending on or after the date of a Change of Control, all Tax Benefit Payments made with respect to Partnership Units that that were exchanged prior to the date of such Change of Control shall thereafter be made by taking into account Valuation Assumptions (1), (3), and (4) but substituting in each case the terms “the closing date of a Change of Control” for an “Early Termination date. ” For purposes of calculating Tax Benefit Payments in the case of a Change of Control, any actual dispositions occurring earlier than the dates provided for in Valuation Assumption (4) shall be taken into account. If one or more Partnership Units are exchanged following the date of a Change of Control (a “Subsequent Exchange”), all Tax Benefit Payments made following the date of the Subsequent Exchange shall be equal to the sum of: (i) the Tax Benefit Payments that are due hereunder as a result of such Change of Control; and (ii) the Tax Benefit Payments that would have been due hereunder with respect to an exchange occurring on the date of the Subsequent Exchange in which the Basis Adjustment is equal to the increase, if any, of the Fair Market Value of the exchanged Partnership Units on the date of the Subsequent Exchange over the Fair Market Value of such Partnership Units used to calculate the Tax Benefits Payments with respect to the Change of Control. If an Exchange occurs after the Corporation exercises its termination rights under this Section 4.01(a), the Corporation shall have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) With From and after the first to occur of (x) Qualified MCK Exit, (y) the termination of the MCK Exit Window and (z) the termination of the IPO Preference Period prior written approval to the occurrence of a majority of the Non-Investor DirectorsQualified IPO, the Corporate Taxpayer Company may terminate this Agreement with respect to all amounts payable by the Company to the TRA Party at any time Parties by paying (i) to the each TRA Party an aggregate amount equal to the Early Termination Payment Amount in respect of the such TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable Agreementas provided in Section 4.03(a); provided, however, that if the Company, Echo and the MCK Representative agree, the Company may terminate this Agreement with respect to some or all of the amounts payable to less than all of the TRA Parties; provided, further that the Company may not terminate this Agreement pursuant to this Section 4.01(a) with respect to any TRA Party unless MCK no longer owns, directly or indirectly, any Units or the MCK Representative has waived the application of this proviso; provided, further that this Agreement shall only terminate pursuant to this Section 4.1(a4.01(a) with respect to a TRA Party only upon the receipt by such TRA Party of the its Early Termination Payment by the TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges))Payment, and the Corporate Taxpayer Company and Echo shall deliver an Early Termination Notice only if it the Company is able to make all required Early Termination Payments under each Tax Receivable this Agreement at the time required by Section 4.3, 4.03; and provided, further, that the Corporate Taxpayer Company may withdraw any notice to execute exercise its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate Taxpayer to the TRA Party Company in accordance with this Section 4.1(a4.03(a), the Corporate Taxpayer Company shall not have any further payment obligations under this AgreementAgreement with respect to each TRA Party that has received its Early Termination Payment in accordance with Section 4.03(a), other than for any (ai) Tax Benefit Payment agreed to by the Corporate TaxpayerCompany, on one hand, and the applicable TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (bii) is included in the Early Termination Payment). At any time that the Company is permitted to terminate this Agreement pursuant to this Section 4.01, the Company shall so terminate this Agreement upon the request of Echo (and shall withdraw any notice to terminate upon the request of Echo). The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Early Termination and Breach of Agreement. (a) With From and after the first to occur of (x) Qualified MCK Exit, (y) the termination of the MCK Exit Window and (z) the termination of the IPO Preference Period prior written approval to the occurrence of a majority of the Non-Investor DirectorsQualified IPO, the Corporate Taxpayer Company may terminate this Agreement with respect to all amounts payable by the Company to the TRA Party at any time Parties by paying (i) to the each TRA Party an aggregate amount equal to the Early Termination Payment Amount in respect of the such TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable Agreementas provided in Section 4.03(a); provided, however, that if the Company, Echo and the MCK Representative agree, the Company may terminate this Agreement with respect to some or all of the amounts payable to less than all of the TRA Parties; provided, further that the Company may not terminate this Agreement pursuant to this Section 4.01(a) with respect to any TRA Party unless MCK no longer owns, directly or indirectly, any Units or the MCK Representative has waived the application of this proviso; provided, further that this Agreement shall only terminate pursuant to this Section 4.1(a4.01(a) with respect to a TRA Party only upon the receipt by such TRA Party of the its Early Termination Payment by the TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges))Payment, and the Corporate Taxpayer Company and Echo shall deliver an Early Termination Notice only if it the Company is able to make all required Early Termination Payments under each Tax Receivable this Agreement at the time required by Section 4.3, 4.03; and provided, further, that the Corporate Taxpayer Company may withdraw any notice to execute exercise its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate Taxpayer to the TRA Party Company in accordance with this Section 4.1(a4.03(a), the Corporate Taxpayer Company shall not have any further payment obligations under this AgreementAgreement with respect to each TRA Party that has received its Early Termination Payment in accordance with Section 4.03(a), other than for any (ai) Tax Benefit Payment agreed to by the Corporate TaxpayerCompany, on one hand, and the applicable TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (bii) is included in the Early Termination Payment). At any time that the Company is permitted to terminate this Agreement pursuant to this Section 4.01, the Company shall so terminate this Agreement upon the request of Echo (and shall withdraw any notice to terminate upon the request of Echo). Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Early Termination and Breach of Agreement. (a) With From and after the first to occur of (x) Qualified MCK Exit, (y) the termination of an MCK Exit Window and (z) the termination of the IPO Preference Period prior written approval to the occurrence of a majority of the Non-Investor DirectorsQualified IPO, the Corporate Taxpayer Company may terminate this Agreement with respect to all amounts payable by the Company to the TRA Party at any time Parties by paying (i) to the each TRA Party an aggregate amount equal to the Early Termination Payment Amount in respect of the such TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable Agreementas provided in Section 4.03(a); provided, however, that if the Company and the MCK Representative agree, the Company may terminate this Agreement with respect to some or all of the amounts payable to less than all of the TRA Parties; provided, further that the Company may not terminate this Agreement pursuant to this Section 4.01(a) with respect to any TRA Party unless MCK no longer owns, directly or indirectly, any Units or the MCK Representative has waived the application of this proviso; provided, further that this Agreement shall only terminate pursuant to this Section 4.1(a4.01(a) with respect to a TRA Party only upon the receipt by such TRA Party of the its Early Termination Payment by the TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges))Payment, and the Corporate Taxpayer Company shall deliver an Early Termination Notice only if it the Company is able to make all required Early Termination Payments under each Tax Receivable this Agreement at the time required by Section 4.3, 4.03; and provided, further, that the Corporate Taxpayer Company may withdraw any notice to execute exercise its termination rights under this Section 4.1(a4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment Payments by the Corporate Taxpayer to the TRA Party Company in accordance with this Section 4.1(a4.03(a), the Corporate Taxpayer Company shall not have any further payment obligations under this AgreementAgreement with respect to each TRA Party that has received its Early Termination Payment in accordance with Section 4.03(a), other than for any (ai) Tax Benefit Payment agreed to by the Corporate TaxpayerCompany, on one hand, and the applicable TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (bii) is included in the Early Termination Payment).

Early Termination and Breach of Agreement. (a) With the prior written approval of a majority of the Non-Investor Directors, the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Party Parties and with respect to all of the Units held by the TRA Parties at any time by paying (i) to the each TRA Party the Early Termination Payment in respect of the such TRA Party and (ii) to each Exchange Reorganization TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable AgreementAgreements (Reorganization); provided, however, that if the Corporate Taxpayer and each of the Representatives agree, the Corporate Taxpayer may terminate this Agreement with respect to some or all of the amounts payable to less than all of the TRA Parties under the Tax Receivable Agreements; provided, further that the Corporate Taxpayer may not terminate this Agreement pursuant to this Section 4.1(a) with respect to a Specified TRA Party unless such Specified TRA Party has Exchanged all of its Units or waived the application of this proviso; provided, further that this Agreement shall only terminate pursuant to this Section 4.1(a) with respect to a TRA Party upon the receipt of the Early Termination Payment by the such TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges)), and the Corporate Taxpayer shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under each Tax Receivable Agreement at the time required by Section 4.3, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer to the TRA Party in accordance with this Section 4.1(a), the Corporate Taxpayer shall not have any further payment obligations under this AgreementAgreement with respect to the TRA Parties that have received their Early Termination Payment in accordance with this Section 4.1(a), other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer, on one hand, and the applicable TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange by a TRA Party occurs after the Corporate Taxpayer makes the Early Termination Payment to such TRA Party pursuant to this Section 4.1(a), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) With the prior written approval of a majority of the Non-Investor Directors, the Corporate Taxpayer Five Point may terminate this Agreement with respect to all amounts payable to the TRA Party Parties and with respect to all of the Units and Hunters Point Class A Units held by the TRA Parties at any time by paying (i) to the each TRA Party the Early Termination Payment in respect of the such TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable AgreementParty; provided, however, that Five Point may terminate this Agreement with respect to some or all of the amounts payable to any or all of the TRA Parties (including, without limitation, amounts payable in respect of Iterative Section 704(c) Payments); provided, further, that Five Point may not terminate this Agreement pursuant to this Section 4.1(a) with respect to the Members or the Designated Member unless such Member or Designated Member has Exchanged all of its Units and/or Hunters Point Class A Units, as applicable, or waived the application of this proviso. This Agreement shall only terminate pursuant to this Section 4.1(a) with respect to a TRA Party upon the receipt of the Early Termination Payment by the such TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges)), and the Corporate Taxpayer Five Point shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under each Tax Receivable Agreement at the time required by Section 4.3, and provided, further, that the Corporate Taxpayer Five Point may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer to the TRA Party Five Point in accordance with this Section 4.1(a), the Corporate Taxpayer Five Point shall not have any further payment obligations under this AgreementAgreement with respect to the TRA Parties that have received their Early Termination Payment in accordance with this Section 4.1(a), other than for any (ai) Tax Benefit Payment agreed to by the Corporate TaxpayerFive Point, on the one hand, and the applicable TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (bii) is included in the Early Termination Payment). If an Exchange by a TRA Party occurs after Five Point makes the Early Termination Payment to such TRA Party pursuant to this Section 4.1(a), Five Point shall have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) With the prior written approval of a majority of the Non-Investor Independent Directors, the Corporate Taxpayer APAM may terminate this Agreement with respect to all amounts payable to the TRA Party H&F Xxxxxx at any time by paying (i) to the TRA Party H&F Xxxxxx the Early Termination Payment in respect of the TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable AgreementPayment; provided, however, that this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt of the Early Termination Payment by the TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges)), and the Corporate Taxpayer shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under each Tax Receivable Agreement at the time required by Section 4.3H&F Xxxxxx, and provided, further, that the Corporate Taxpayer APAM may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer to the TRA Party in accordance with this Section 4.1(a)APAM, the Corporate Taxpayer neither H&F Xxxxxx nor APAM shall not have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer, on one hand, APAM and the TRA Party, on the other, H&F Xxxxxx as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the calculation of the Early Termination Payment).. (b) In the event that APAM materially breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of such breach, (2) any Tax Benefit Payment agreed to by APAM and H&F Xxxxxx as due and payable but unpaid as of the date of such breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach. Notwithstanding the foregoing, in the event that APAM breaches this Agreement, H&F Xxxxxx shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within six (6) months of the date such payment is due shall be deemed to be a material breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a material breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within six months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if APAM fails to make any payment due under this Agreement when due to the extent that APAM has insufficient funds to make such -15- payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless APAM does not have sufficient cash to make such payment as a result of limitations imposed by credit agreements to which Holdings LP is a party as of the date of this Agreement, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). (c) If an Early Termination Payment would represent, as calculated under Section 4.3(b) (disregarding clause (ii) thereof), greater than five (5) percent of the sum of (i) the aggregate Early Termination Payments that would be required to be paid to all LP Unit Holders (or Section 7.6(a)(ii) transferees) (as those terms are defined in the Tax Receivable Agreement (Exchanges)) if that agreement were terminated with respect to all LP Unit Holders (or Section 7.6(a)(ii) transferees) (as those terms are defined in the Tax Receivable Agreement (Exchanges)) and (ii) the Early Termination Payment that would be required to be paid pursuant to this Agreement if this Agreement were terminated, as calculated under Section 4.3(b) (disregarding clause (ii) thereof), all LP Unit Holders (and Section 7.6(a)(ii) transferees) (as those terms are defined in the Tax Receivable Agreement (Exchanges)) and H&F Xxxxxx shall be required to participate in the early termination so that each of the foregoing shall receive an amount equal to the product of (x) the aggregate Early Termination Payment to be made and (y) a fraction, the numerator of which equals the Early Termination Payment that would be required to be paid to such Person if this Agreement or the Tax Receivable Agreement (Exchanges) were terminated and the denominator of which equals the sum of (i) the aggregate Early Termination Payments that would be required to be paid to all LP Unit Holders (or Section 7.6(a)(ii) transferees) if the Tax Receivable Agreement (Exchanges) were terminated with respect to all LP Unit Holders (or Section 7.6(a)(ii) transferees) (as those terms are defined in the Tax Receivable Agreement (Exchanges)) and (ii) the Early Termination Payment that would be required to be paid pursuant to this Agreement if it were terminated. Section 4.2

Early Termination and Breach of Agreement. (a) With the prior written approval of a majority of the Non-Investor Directors, the The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Party at any time by paying (i) to the TRA Party the Early Termination Payment in respect of the TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable Agreement; provided, however, that this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt of the Early Termination Payment by the TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges)), and the Corporate Taxpayer shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under each Tax Receivable Agreement at the time required by Section 4.3, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer to the TRA Party in accordance with this Section 4.1(a), the Corporate Taxpayer shall not have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer, on one hand, and the TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment).

Early Termination and Breach of Agreement. (a) With the prior written approval of a majority of the Non-Investor Directors, the The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Party Parties and with respect to all of the Common Units held by the TRA Parties at any time by paying (i) to the each TRA Party the Early Termination Payment in respect of the such TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable AgreementParty; provided, however, that if the Corporate Taxpayer and the DC Capital Representative agree, the Corporate Taxpayer may terminate this Agreement with respect to some or all of the amounts payable to less than all of the TRA Parties under this Agreement; provided, further that this Agreement shall only terminate pursuant to this Section 4.1(a) with respect to a TRA Party upon the receipt of the Early Termination Payment by the such TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges)), and the Corporate Taxpayer shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under each Tax Receivable this Agreement at the time required by Section 4.3, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer to the TRA Party in accordance with this Section 4.1(a)) and Section 4.3, the Corporate Taxpayer shall not have any further payment obligations under this AgreementAgreement with respect to the TRA Parties that have received their Early Termination Payment in accordance with this Section 4.1(a) and Section 4.3, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer, on one hand, and the applicable TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange by a TRA Party occurs after the Corporate Taxpayer makes the Early Termination Payment to such TRA Party pursuant to this Section 4.1(a), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) With the prior written approval of a majority of the Non-Investor Directors, the Corporate Taxpayer The Company may terminate this Agreement with respect to all amounts payable to the TRA Party Parties and with respect to all of the Class B Units held (or previously held and Exchanged) by the TRA Parties at any time by paying (i) to the each TRA Party the Early Termination Payment in respect of the such TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable AgreementParty; provided, however, that this Agreement shall only terminate pursuant to this Section 4.1(a) upon the receipt by each TRA Party of the Early Termination Payment by the and all other payments required to be paid to such TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties Party under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges))this Agreement, and provided, further, that the Corporate Taxpayer Company (i) shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under each Tax Receivable Agreement at the time required by Section 4.3, 4.3 and provided, further, that the Corporate Taxpayer (ii) may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment to each TRA Party by the Corporate Taxpayer to the TRA Party Company in accordance with this Section 4.1(a), neither the Corporate Taxpayer TRA Parties nor the Company shall not have any further payment obligations under this Agreement, other than for any (ai) Tax Benefit Payment agreed to by the Corporate TaxpayerCompany, on the one hand, and the a TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (bii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (bii) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange by a TRA Party occurs after the Company makes the Early Termination Payments with respect to all TRA Parties, the Company shall have no obligations under this Agreement with respect to such Exchange.

Early Termination and Breach of Agreement. (a) With The Corporate Taxpayer may, with the prior written approval consent of a majority of the Non-Investor Directorsdisinterested members of the Board, the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to all of the TRA Party Holders (including, for the avoidance of doubt, any transferee pursuant to Section ‎7.5(a)) at any time by paying (i) or causing to the TRA Party the be paid to such Holders an Early Termination Payment in respect of the TRA Party and (ii) to each Exchange TRA Party and Other Reorganization TRA Parties the Early Termination Payment under the applicable Other Tax Receivable AgreementPayment; provided, however, that this Agreement shall terminate with respect to any such Holder only terminate pursuant to this Section 4.1(a) upon the receipt payment of the such Early Termination Payment by the TRA Party, Exchange TRA Parties and Other Reorganization TRA Parties under each of the applicable Other Tax Receivable Agreements (unless otherwise agreed by the Corporate Taxpayer and the Representatives under Section 4.1(a) of the Tax Receivable Agreement (Exchanges)), and the Corporate Taxpayer shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under each Tax Receivable Agreement at the time required by Section 4.3, and such Holder; provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a‎4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the an Early Termination Payment by the Corporate Taxpayer to the TRA Party in accordance with this Section 4.1(a)a Holder, the Corporate Taxpayer shall not have any further payment obligations in respect of such Holder under this Agreement, other than for any (a) Tax Benefit Payment (i) agreed to by the Corporate Taxpayer, on one hand, Taxpayer and the TRA Party, on the other, such Holder as due and payable but unpaid as of the Early Termination Date, (ii) that is the subject of an Objection Notice, which will be payable in accordance with resolution of the issues identified in such Objection Notice pursuant to this Agreement, and (biii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice Date (except to the extent that the amount amounts described in clause (bclauses ‎(i), ‎(ii) is and ‎(iii) above are included in the calculation of the Early Termination Payment). If an Exchange occurs with respect to Company Units with respect to which the Corporate Taxpayer has previously paid or cause to be paid to the applicable Holder an Early Termination Payment, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.