Common use of Adjustments to Book Value Clause in Contracts

Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as of the following times: (a) at the Board’s discretion in connection with the issuance of Units in the Company; (b) at the Board’s discretion in connection with the Distribution by the Company to a Holder of more than a de minimis amount of Company assets, including cash, if as a result of such Distribution, such Holder’s interest in the Company is reduced; and (c) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders under Section 4.3 (determined immediately prior to the issuance of the new Units or the distribution of assets in an ownership reduction transaction).

Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value Fair Market Value in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(f) as of the following times: (a) at the BoardManager’s discretion in connection with the issuance of Units in the Company or a more than de minimis Capital Contribution to the Company; (b) at the BoardManager’s discretion in connection with the Distribution by the Company to a Holder Member of more than a de minimis amount of Company the Company’s assets, including cash, if as a result of such Distribution, such Holder’s interest in the Company is reducedmoney; and (c) the liquidation of the Company within the meaning of Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders Members under Section 4.3 4.2 (determined immediately prior to the issuance of event giving rise to the new Units or the distribution of assets in an ownership reduction transactionrevaluation).

Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as of the following times: (a) at the Board’s Manager's discretion in connection with the issuance of Units in the Company; (b) at the Board’s Manager's discretion in connection with the Distribution by the Company to a Holder of more than a de minimis amount of Company assets, including cash, if as a result of such Distribution, such Holder’s 's interest in the Company is reduced; and (c) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders under Section 4.3 (determined immediately prior to the issuance of the new Units or the distribution of assets in an ownership reduction transaction).

Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as of the following times: (a) at the BoardManager’s discretion in connection with the issuance of Units in the Company; (b) at the BoardManager’s discretion in connection with the Distribution by the Company to a Holder of more than a de minimis amount of Company assets, including cash, if as a result of such Distribution, such Holder’s interest in the Company is reduced; and (c) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g)) and (d) at any other time permitted by the Treasury Regulations. Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders under Section 4.3 (determined immediately prior to the issuance of the new Units or the distribution of assets in an ownership reduction transaction).

Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f1(b)(2)(iv) as of the following times: (ai) at the Company Board’s discretion in connection with the issuance of Units in the Company; (bii) at the Company Board’s discretion in connection with the Distribution distribution by the Company to a Holder Member of more than a de minimis amount of Company assets, including cashmoney, if as a result of such Distributiondistribution, such HolderMember’s interest in the Company is reduced; and (ciii) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset shall be allocated as a Net Profit or Loss Net Losses to the Capital Accounts of the Holders Members under Section 4.3 7.3 (determined immediately prior to the issuance of the new Units or the distribution of assets in an ownership reduction transactionUnits).

Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as of the following times: (a) at the BoardManager’s discretion in connection with the issuance of Units in the Company; (b) at the BoardManager’s discretion in connection with the Distribution by the Company to a Holder of more than a de minimis amount of Company assets, including cash, if as a result of such Distribution, such Holder’s interest in the Company is reduced; and (c) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders under Section 4.3 (determined immediately prior to the issuance of the new Units or the distribution of assets in an ownership reduction transaction).

Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section 1.704ss.1.704-1(b)(2)(iv)(f) as of the following times: (ai) at the Board’s 's discretion in connection with the issuance of Units Membership Interests in the Company; (bii) at the Board’s 's discretion in connection with the Distribution distribution by the Company to a Holder Member of more than a de minimis amount of Company assets, including cashmoney, if as a result of such Distributiondistribution, such Holder’s Member's interest in the Company is reduced; and (ciii) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g1(b)(2)(ii)(G). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders Members under Section 4.3 5.5 (determined immediately prior to the issuance acceptance of the new Units or the distribution of assets in an ownership reduction transactionadditional capital).. SECTION 4.6

Adjustments to Book Value. The Company shall at the Board’s discretion adjust the Book Value of its assets to fair market value Fair Market Value in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(f) including as of the following times: (ai) at the Board’s discretion in connection with the issuance of Units in the CompanyUnits; (bii) at the Board’s discretion in connection with the Distribution by the Company to a Holder Member of more than a de minimis amount of Company the Company’s assets, including cashmoney, if as a result of such Distribution, such HolderMember’s interest in the Company is reduced; and (ciii) the liquidation of the Company within the meaning of Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders Members under Section 4.3 5.3 (determined immediately prior to the issuance of the new Units or the distribution of assets in an ownership reduction transactionUnits).

Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as of the following times: (ai) at the Board’s discretion in connection with the issuance of Units Membership Interests in the Company; (bii) at the Board’s discretion in connection with the Distribution distribution by the Company to a Holder Member of more than a de minimis amount of Company assets, including cashmoney, if as a result of such Distributiondistribution, such HolderMember’s interest in the Company is reduced; and (ciii) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders Members under Section 4.3 5.5 (determined immediately prior to the issuance acceptance of the new Units or the distribution of assets in an ownership reduction transactionadditional capital).

Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(fl(b)(2)(iv)(f) as of the following times: (a) at the Board’s Managers’ discretion in connection with the issuance of Units in the Company; (b) at the Board’s Managers’ discretion in connection with the Distribution by the Company to a Holder of more than a de minimis amount of Company assets, including cash, if as a result of such Distribution, such Holder’s interest in the Company is reduced; and (c) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(gl(b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders under Section 4.3 (determined immediately prior to the issuance of the new Units or the distribution of assets in an ownership reduction transaction).

Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section §1.704-1(b)(2)(iv)(f) as of the following times: (ai) at the Board’s Members’ discretion in connection with the issuance of Units Membership Interests in the Company; (bii) at the Board’s Members’ discretion in connection with the Distribution distribution by the Company to a Holder Member of more than a de minimis amount of Company assets, including cashmoney, if as a result of such Distributiondistribution, such HolderMember’s interest in the Company is reduced; and (ciii) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g1 (b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders Members under Section 4.3 5.4 (determined immediately prior to the issuance acceptance of the new Units or the distribution of assets in an ownership reduction transactionadditional capital).

Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section §1.704-1(b)(2)(iv)(f) as of the following times: (ai) at the Board’s discretion in connection with the issuance of Units Membership Interests in the Company; (bii) at the Board’s discretion in connection with the Distribution distribution by the Company to a Holder Member of more than a de minimis amount of Company assets, including cashmoney, if as a result of such Distributiondistribution, such HolderMember’s interest in the Company is reduced; and (ciii) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g1 (b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders Members under Section 4.3 5.5 (determined immediately prior to the issuance acceptance of the new Units or the distribution of assets in an ownership reduction transactionadditional capital).

Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as of the following times: (ai) at the Board’s 's discretion in connection with the issuance of Units Membership Interests in the Company; (bii) at the Board’s 's discretion in connection with the Distribution distribution by the Company to a Holder Member of more than a de minimis amount of Company assets, including cashmoney, if as a result of such Distributiondistribution, such Holder’s Member's interest in the Company is reduced; and (ciii) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders Members under Section 4.3 5.5 (determined immediately prior to the issuance acceptance of the new Units or the distribution of assets in an ownership reduction transactionadditional capital).

Adjustments to Book Value. The Company shall Board may adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(fl(b)(2)(iv)(f) as of the following times: (a) at the Board’s discretion in connection with immediately prior to the issuance of Units in the Company; (b) at the Board’s discretion in connection with the Distribution by the Company to a Holder Member of more than a de minimis amount of Company assets, including cash, if as a result of such Distribution, such HolderMember’s interest in the Company is reduced; and (c) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g1 (b)(2)(ii)(g); and (d) immediately prior to the incorporation of the Company in connection with a Public Offering. Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders Members under Section 4.3 5.3 (determined immediately prior to the issuance of the new Units or the distribution of assets in an ownership reduction transaction).

Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) as of the following times: (ai) at the Board’s discretion in connection with the issuance of Units in the CompanyUnits; (bii) at the Board’s discretion in connection with the Distribution by the Company to a Holder of more than a de minimis amount of Company the Company’s assets, including cashmoney, if as a result of such Distribution, such Holder’s interest in the Company is reduced; and (ciii) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders under Section 4.3 5.3 (determined immediately prior to the issuance of the new Units or the distribution of assets in an ownership reduction transactionUnits).

Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(fl(b)(2)(iv)(/) as of the following times: (a) at the Board’s Manager's discretion in connection with the issuance of Units in the Company; (b) at the Board’s Manager's discretion in connection with the Distribution by the Company to a Holder of more than a de minimis amount of Company assets, including cash, if as a result of such Distribution, such Holder’s 's interest in the Company is reduced; and (c) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g1 (b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders under Section 4.3 (determined immediately prior to the issuance of the new Units or the distribution of assets in an ownership reduction transaction).

Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f1(b)(2)(iv)(/) as of the following times: (a) at the BoardManager’s discretion in connection with the issuance of Units in the Company; (b) at the BoardManager’s discretion in connection with the Distribution by the Company to a Holder of more than a de minimis amount of Company assets, including cash, if as a result of such Distribution, such Holder’s interest in the Company is reduced; and (c) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g1 (b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders under Section 4.3 (determined immediately prior to the issuance of the new Units or the distribution of assets in an ownership reduction transaction).

Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section 1.704ss.1.704-1(b)(2)(iv)(f) as of the following times: (ai) at the Board’s 's discretion in connection with the issuance of Units Membership Interests in the Company; (bii) at the Board’s 's discretion in connection with the Distribution distribution by the Company to a Holder Member of more than a de minimis amount of Company assets, including cashmoney, if as a result of such Distributiondistribution, such Holder’s Member's interest in the Company is reduced; and (ciii) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g1(b)(2)(ii)(G). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Holders Members under Section 4.3 5.5 (determined immediately prior to the issuance acceptance of the new Units or the distribution of assets in an ownership reduction transactionadditional capital).