Common use of Certain Costs and Expenses Clause in Contracts

Certain Costs and Expenses. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Managing Member shall not be compensated for its services as Managing Member of the Company. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in upon the Good Faith discretion good faith determination of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion good faith that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all such expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, including costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any income tax obligations owed by PubCo Tax-Related Liabilities or the cost of any member of Tax Benefit Payment (as defined in the Tax Receivable Agreement) or any amounts owed by PubCo Holdings Group (but under the Company shall be entitled to make distributions Tax Receivable Agreement; provided, further, that in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares any cost or other expense incurred by the Managing Member is paid by the Managing Member from the gross proceeds received by PubCo in connection with an offering, issuance, exercise or conversion of Equity Securities or Debt Securities and only the net amount of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that such proceeds is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to costs or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 expenses shall not be treated as a distribution pursuant to reimbursed under this Section 6.1(a) but shall instead be treated as an expense of the Company7.8.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (bii) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group (but or any obligations of any member of the Company shall be entitled to make distributions in respect of these obligations PubCo Holdings Group pursuant to Article VI)the TRA or any Subsequent TRA. In the event that If (i) Class A Shares or other Equity Securities of PubCo were are sold to underwriters in the IPO or any public offering after the Effective Time, in each case, Public Offering at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering Public Offering after taking into account any Discounts and (ii) the proceeds from such public offering Public Offering are not used to fund the Cash Election Amount for any redeemed Units or otherwise but are instead contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units Company in respect of such deemed Capital Contribution in accordance with Equity Securities pursuant to Section 4.7(e)(ii3.1(e), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any Any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 6.7 shall not be treated as a distribution pursuant to Section 6.1(a5.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Managing Member shall not be compensated for its services as the Managing Member of the Company except as expressly provided in this Agreement. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (bii) in the Good Faith sole discretion of the Managing Member, reimburse the Managing Member for any reasonable out-of-pocket costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income tax obligations of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)Managing Member. In the event that (i) Class A Shares shares of Common Stock or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Subsequent Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares shares of Common Stock or other Equity Securities of PubCo are sold to the public in such public offering after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any Discounts deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such public offering) (such difference, the “Discount”) and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group Managing Member for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group Managing Member to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.6(b)(ii), and increasing the Managing Member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group Managing Member pursuant to this Section 7.9 7.8 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing MemberMember and any Pre-Closing Taxes. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group (other than any Pre-Closing Taxes) or any obligations of any member of the PubCo Holdings Group pursuant to the TRA or any Post-BCA TRA (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI). In the event that (i) shares of Class A Shares Common Stock or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such shares of Class A Shares Common Stock or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Class EX Units or otherwise contributed to the Company, then the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Class X Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.6(i) (but, for the avoidance of doubt, without duplication of the Units issued pursuant to the Business Combination Agreement), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (bii) in upon the Good Faith discretion determination of the Managing MemberMember (acting in its sole discretion in accordance with the fiduciary duties set forth in Section 7.1(b)), reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided provided, that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income tax obligations of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)Managing Member. In the event that (i) shares of Class A Shares Common Stock or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such shares of Class A Shares Common Stock or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts Discount and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group Managing Member for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group Managing Member to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.6(b)(ii), and increasing the Managing Member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group Managing Member pursuant to this Section 7.9 7.8 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as a cost or an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company Company, and (bii) in the Good Faith sole discretion of the Managing Member, reimburse the Managing Member for any costs, fees or other expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Membersmembers, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income tax obligations of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)Managing Member. In the event that (i) shares of Class A Shares Stock or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such shares of Class A Shares Stock or other Equity Securities of PubCo are sold to the public in such public offering after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any Discounts deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such public offering) (such difference, the “Discount”) and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group Managing Member for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group Managing Member to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.6(b)(ii), and increasing the Managing Member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group Managing Member pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering (including the IPO) after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (bii) to the extent that such payments may be made in compliance with the Good Faith discretion terms of the Managing Memberagreements governing the Company’s debt obligations and applicable law, the Company shall pay or reimburse the Managing Member for any (A) all costs, fees or expenses incurred by it the Managing Member in connection with the IPO, other than the payment obligations of the Managing Member under the Tax Receivable Agreement and the income, franchise (except as provided in this Section 8.9) or similar tax obligations of the Managing Member, and (B) all costs, fees or expenses incurred by the Managing Member in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion good faith that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or or any of its Subsidiaries subsidiaries (including expenses that relate to the business and affairs of the Company and/or or any of its Subsidiaries subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, including costs of securities offerings not borne directly by Members, compensation and meeting costs of the board of directors compensation and meeting costsof the Managing Member, costs of relating to periodic reports to stockholders of PubCothe Managing Member, litigation costs and damages arising from litigation, accounting and legal costs; costs incurred by the Managing Member and franchise taxes arising from the existing or business activities of the Managing Member, provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income or similar tax obligations of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the CompanyManaging Member.

Certain Costs and Expenses. The Managing Member shall not be compensated for its services as Managing Member of the Company. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in upon the Good Faith discretion good faith determination of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion good faith that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all such expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, including costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any income tax obligations owed by PubCo Tax-Related Liabilities or the cost of any member of Tax Benefit Payment (as defined in the Tax Receivable Agreement) or any amounts owed by PubCo Holdings Group (but under the Company shall be entitled to make distributions Tax Receivable Agreement; provided, further, that in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares any cost or other expense incurred by the Managing Member is paid by the Managing Member from the gross proceeds received by PubCo in connection with an offering, issuance, exercise or conversion of Equity Securities or Debt Securities and only the net amount of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that such proceeds is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to costs or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 expenses shall not be treated as a distribution pursuant to reimbursed under this Section 6.1(a) but shall instead be treated as an expense of the Company7.7.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (bii) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group)Subsidiaries, the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any income tax obligations of PubCo Tax-Related Liabilities or any obligations of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)the Tax Receivable Agreement. In the event that If (i) Class A Shares or other Equity Securities of PubCo were are sold to underwriters in the IPO or any public offering after the Effective Time, in each case, Public Offering at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering Public Offering after taking into account any Discounts and (ii) the proceeds from such public offering Public Offering are not used to fund the Cash Election Amount for any redeemed Units or otherwise an Exchange Transaction but are instead contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units Company in respect of such deemed Capital Contribution in accordance with Equity Securities pursuant to Section 4.7(e)(ii3.1(e), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any Any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 6.7 shall not be treated as a distribution pursuant to Section 6.1(a5.1(b) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (bii) in the Good Faith sole discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such any costs, fees or expenses of any member of the PubCo Holdings Group are related to the business and affairs of the Managing Member such member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Groupsuch member), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Groupsuch member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group. Notwithstanding the foregoing, the PubCo Holdings Group shall bear any reasonable, documented out-of-pocket cost or expense incurred by the Company that is related, as determined by the Managing Member, to the calculation of any adjustments under Section 743(b) of the Code with respect to the PubCo Holdings Group’s interest in the Company, either by (at the Managing Member’s option) (x) the PubCo Holdings Group’s reimbursing the Company for any such costs and expenses out of excess cash on hand or (y) the Company’s making a distribution to all Members pursuant to Section 6.1(a) such that the PubCo Holdings Group would (but for this clause (y)) receive a distribution equal to the Company shall be entitled amount of any such costs and expenses, but reducing such distribution to make distributions in respect PubCo by the amount of these obligations pursuant to Article VI)any such costs and expenses. In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering Public Offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering Public Offering after taking into account any Discounts and (ii) the proceeds from such public offering Public Offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such the relevant member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.6(e)(ii), and increasing the such member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of the Managing Member or any member other Member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (bii) in upon the Good Faith discretion determination of the Managing MemberMember (acting in its sole discretion in accordance with the fiduciary duties set forth in Section 7.1(b)), reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided provided, that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income tax obligations of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)Managing Member. In the event that (i) shares of Class A Shares Common Stock or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such shares of Class A Shares Common Stock or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts Discount and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group Managing Member for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group Managing Member to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.6(b)(ii), and increasing the Managing Member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group Managing Member pursuant to this Section 7.9 7.11 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as a cost or an expense of the Company.

Certain Costs and Expenses. The Managing Member shall not be compensated for its services as the Managing Member of the Company except as expressly provided in this Agreement. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (bii) in the Good Faith sole discretion of the Managing Member, reimburse the Managing Member for any reasonable out-of-pocket costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income tax obligations of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)Managing Member. In the event that (i) shares of Class A Shares Common Stock or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such shares of Class A Shares Common Stock or other Equity Securities of PubCo are sold to the public in such public offering after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any Discounts deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such public offering) (such difference, the “Discount”) and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group Managing Member for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group Managing Member to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.6(b)(ii), and increasing the Managing Member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group Managing Member pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities or capitalization of the Company Company, and (bii) in the Good Faith sole discretion of the Managing Member, bear and/or reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Membersmembers, board of directors compensation and meeting costs, costs cost of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; costs and franchise taxes, provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)PubCo. In the event that (i) shares of Class A Shares or other Equity Securities of PubCo Stock were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such shares of Class A Shares or other Equity Securities of PubCo Stock are sold to the public in such public offering after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any Discounts deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such public offering) (such difference, the “Discount”) and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group Managing Member for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group Managing Member to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.7(b)(ii), and increasing the Managing Member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group Managing Member pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company Company, and (bii) in the Good Faith sole discretion of the Managing Member, reimburse the Managing Member for any costs, fees or other expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Membersmembers, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income tax obligations of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)Managing Member. In the event that (i) shares of Class A Shares Common Stock or other Equity Securities of PubCo Parent were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such shares of Class A Shares Common Stock or other Equity Securities of PubCo Parent are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group Managing Member for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group Managing Member to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii3,3(b)(ii), and increasing the Managing Member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group Managing Member pursuant to this Section 7.9 6,10 shall not be treated as a distribution pursuant to Section 6.1(a) 5,3 but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (bii) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group (but or any obligations of any member of the Company shall be entitled to make distributions in respect of these obligations PubCo Holdings Group pursuant to Article VI)the Business Combination TRA or any Post-Business Combination TRA. In the event that If (i) Class A Shares or other Equity Securities of PubCo were are sold to underwriters in the IPO or any public offering after the Effective Time, in each case, Public Offering at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering Public Offering after taking into account any Discounts and (ii) the proceeds from such public offering Public Offering are not used to fund the Cash Election Amount for any redeemed Units or otherwise but are instead contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units Company in respect of such deemed Capital Contribution in accordance with Equity Securities pursuant to Section 4.7(e)(ii3.1(e), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any Any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 6.7 shall not be treated as a distribution pursuant to Section 6.1(a5.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders shareholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering (including the IPO) after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (bii) in the Good Faith sole discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income tax obligations of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)Managing Member. In the event that (i) shares of Class A Shares Common Stock or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such shares of Class A Shares Common Stock or other Equity Securities of PubCo are sold to the public in such public offering after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any Discounts deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such public offering) (such difference, the “Discount”) and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group Managing Member for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group Managing Member to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.6(b)(ii), and increasing the Managing Member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group Managing Member pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith sole discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such any costs, fees or expenses of any member of the PubCo Holdings Group are related to the business and affairs of the Company or of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of such member of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group. Notwithstanding the foregoing, the PubCo Holdings Group shall bear any reasonable, documented out-of-pocket cost or expense incurred by the Company that is related, as determined by the Managing Member, to the calculation of any adjustments under Section 743(b) of the Code with respect to the PubCo Holdings Group’s interest in the Company, either by (at the Managing Member’s option) (x) the PubCo Holdings Group’s reimbursing the Company for any such costs and expenses out of excess cash on hand or (y) the Company’s making a distribution to all Members pursuant to Section 5.1(a) such that the PubCo Holdings Group would (but for this clause (y)) receive a distribution equal to the Company shall be entitled amount of any such costs and expenses, but reducing such distribution to make distributions in respect PubCo by the amount of these obligations pursuant to Article VI)any such costs and expenses. In the event that (i) Class A Shares or other Equity Securities of PubCo were are sold to underwriters in the IPO or any public offering Public Offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering Public Offering after taking into account any Discounts and (ii) the proceeds from such public offering Public Offering are used to fund the Cash Election Amount for any redeemed Redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such the relevant member of the PubCo Holdings Group to the Company, with the Company issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii3.6(b)(ii), and increasing the such member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of the Managing Member or any other member of the PubCo Holdings Group pursuant to this Section 7.9 6.9 shall not be treated as a distribution pursuant to Section 6.1(a5.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group or any obligations of any member of the PubCo Holdings Group pursuant to the IPO TRA or any Post-IPO TRA (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering (including the IPO) after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.6(i) (but, for the avoidance of doubt, without duplication of the Units issued pursuant to the Master Reorganization Agreement), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)Group. In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in any Public Offering (including the IPO or any public offering IPO) after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any Discounts deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such public offering) (such difference, the “Discount”) and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.6(b)(ii) (but, for the avoidance of doubt, without duplication of the Units issued pursuant to the Master Reorganization Agreement), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Managing Member shall not be compensated for its services as Managing Member of the Company. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in upon the Good Faith discretion good faith determination of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion good faith that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all such expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, including costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any income tax obligations owed by PubCo Tax-Related Liabilities or the cost of any member of Tax Benefit Payment (as defined in the Tax Receivable Agreement) or any amounts owed by PubCo Holdings Group under the Tax Receivable Agreement; provided, further, that (but the Company shall be entitled to make distributions a) in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares any cost or other expense incurred by the Managing Member is paid by the Managing Member from the gross proceeds received by PubCo in connection with an offering, issuance, exercise or conversion of Equity Securities or Debt Securities and only the net amount of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that such proceeds is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to costs or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 expenses shall not be treated as a distribution reimbursed under this Section 7.8, and (b) if PubCo is required to reimburse the Sellers for attorneys’ fees, costs and expenses pursuant to Section 6.1(a10.2(n) but shall instead be treated as an expense of the CompanyBusiness Combination Agreement, such attorneys’ fees, costs and expenses shall not be reimbursed under this Section 7.8.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (bii) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group (but or any obligations of any member of the Company shall be entitled to make distributions in respect of these obligations PubCo Holdings Group pursuant to Article VI)the TRA or any Subsequent TRA. In the event that If (i) Class A Shares or other Equity Securities of PubCo were are sold to underwriters in the IPO or any public offering after the Effective Time, in each case, Public Offering at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering Public Offering after taking into account any Discounts and (ii) the proceeds from such public offering Public Offering are not used to fund the Cash Election Amount for any redeemed Units or otherwise but are instead contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units Company in respect of such deemed Capital Contribution in accordance with Equity Securities pursuant to Section 4.7(e)(ii3.1(e), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any Any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 6.7 shall not be treated as a distribution pursuant to Section 6.1(a5.1(a) but shall instead be treated as an expense of the Company.. ARTICLE VII

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, (A) all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company Company, (B) all costs, fees or expenses incurred by the Managing Member in connection with the IPO, other than the payment obligations of the Managing Member under the Tax Receivable Agreement (which, for purposes of clarity, shall not include the costs to administer the Tax Receivable Agreement but shall include the costs, if any, incurred in connection with any dispute that arises under the Tax Receivable Agreement) and (b) in the Good Faith discretion income, or similiar franchise, tax obligations of the Managing Member, and (ii) bear or reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion good faith that such expenses are related to the business and affairs of the Managing Member that are conducted through Company or the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its or the Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, including costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs cost of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; costs and franchise taxes, provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income tax obligations of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the CompanyManaging Member.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities or capitalization of the Company Company, and (bii) in the Good Faith sole discretion of the Managing Member, bear and/or reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Membersmembers, board of directors compensation and meeting costs, costs cost of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; costs and franchise taxes, provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)PubCo. In the event that (i) shares of Class A Shares or other Equity Securities of PubCo Stock were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such shares of Class A Shares or other Equity Securities of PubCo Stock are sold to the public in such public offering after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any Discounts deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such public offering) (such difference, the “Discount”) and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Common Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group Managing Member for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group Managing Member to the Company, issuing Common Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.7(b)(ii), and increasing the Managing Member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, in the event that an upfront fee is paid in connection with an offering or issuance of any series of Preferred Stock, the upfront fee will not be treated as a discount with respect to the offering price of such Preferred Stock, the Company will reimburse the Managing Member for such upfront fee by treating such upfront fee as an additional Capital Contribution made by the Managing Member to the Company, issuing the relevant series of Preferred Units in respect of such deemed Capital Contribution in accordance with Section 4.1(e), and increasing the Managing Member’s Capital Account by the amount of such upfront fee. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group Managing Member pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities or capitalization of the Company Company, and (bii) in the Good Faith sole discretion of the Managing Member, bear and/or reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Membersmembers, board of directors compensation and meeting costs, costs cost of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; costs and franchise taxes, provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)PubCo. In the event that (i) shares of Class A Shares or other Equity Securities of PubCo Stock were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such shares of Class A Shares or other Equity Securities of PubCo Stock are sold to the public in such public offering after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any Discounts deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such public offering) (such difference, the “Discount”) and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Common Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group Managing Member for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Common Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.7(b)(ii), and increasing the PubCo’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, in the event that any commission, fees or other costs are paid in connection with an offering or issuance of any series of Preferred Stock, such costs will not be treated as a discount with respect to the offering price of such Preferred Stock, the Company will reimburse the Managing Member for such costs by treating such costs as an additional Capital Contribution made by PubCo to the Company, issuing the relevant series of Preferred Units in respect of such deemed Capital Contribution in accordance with Section 4.1(e), and increasing PubCo’s Capital Account by the amount of such upfront fee. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group Managing Member pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, (A) all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company Company, (B) all costs, fees or expenses incurred by the Managing Member in connection with the IPO, other than the payment obligations of the Managing Member under the Tax Receivable Agreement (which, for purposes of clarity, shall not include the costs to administer the Tax Receivable Agreement but shall include the costs, if any, incurred in connection with any dispute that arises under the Tax Receivable Agreement) and (b) in the Good Faith discretion income, or similar franchise, tax obligations of the Managing Member, and (ii) bear or reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion good faith that such expenses are related to the business and affairs of the Managing Member that are conducted through Company or the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its or the Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, including costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs cost of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; costs and franchise taxes, provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income tax obligations of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the CompanyManaging Member.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company Company, and (bii) in the Good Faith sole discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income tax obligations of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)Managing Member. In the event that (i) shares of Class A Shares Common Stock or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such shares of Class A Shares Common Stock or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts Discount and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group Managing Member for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group Managing Member to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Error! Reference source not found.Section 4.7(e)(ii4.6(b)(ii), and increasing the Managing Member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group Managing Member pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as a cost or an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company Company, and (bii) in the Good Faith sole discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income tax obligations of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)Managing Member. In the event that (i) shares of Class A Shares Common Stock or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such shares of Class A Shares Common Stock or other Equity Securities of PubCo are sold to the public in such public offering after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any Discounts deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such public offering) (such difference, the “Discount”) and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group Managing Member for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group Managing Member to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.6(b)(ii), and increasing the Managing Member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group Managing Member pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (bii) in the Good Faith sole discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such any costs, fees or expenses of any member of the PubCo Holdings Group are related to the business and affairs of the Managing Member such member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Groupsuch member), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Groupsuch member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group. Notwithstanding the foregoing, the PubCo Holdings Group shall bear any reasonable, documented out-of-pocket cost or expense incurred by the Company that is related, as determined by the Managing Member, to the calculation of any adjustments under Section 743(b) of the Code with respect to the PubCo Holdings Group’s interest in the Company, either by (at the Managing Member’s option) (x) the PubCo Holdings Group’s reimbursing the Company for any such costs and expenses out of excess cash on hand or (y) the Company’s making a distribution to all Members pursuant to Section 6.1(a) such that the PubCo Holdings Group would (but for this clause (y)) receive a distribution equal to the Company shall be entitled amount of any such costs and expenses, but reducing such distribution to make distributions in respect PubCo by the amount of these obligations pursuant to Article VI)any such costs and expenses. In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering Public Offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering Public Offering after taking into account any Discounts and (ii) the proceeds from such public offering Public Offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such the relevant member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.6(b)(ii), and increasing the such member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of the Managing Member or any member other Member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.. 42

Certain Costs and Expenses. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith sole discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, including costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group or any obligations of any member of the PubCo Holdings Group pursuant to the IPO TRA or any Post-IPO TRA (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company Company, and (bii) in the Good Faith sole discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, costs of securities issuances or offerings not borne directly by MembersMembers (including the payment of any upfront fees), board of directors compensation and meeting costs, costs cost of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income tax obligations of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)Managing Member. In the event that (i) shares of Class A Shares or other Equity Securities of PubCo were Stock are sold to underwriters in the IPO or any public offering after the Effective Timeoffering, in each case, at a price per share that is lower than the price per share for which such shares of Class A Shares or other Equity Securities of PubCo Stock are sold to the public in such public offering after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any Discounts deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such public offering) (such difference, the “Discount”) and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Common Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group Managing Member for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group Managing Member to the Company, issuing Common Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.6(b)(ii), and increasing the Managing Member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, in the event that an upfront fee is paid in connection with an offering or issuance of any series of Preferred Stock and such upfront fee is not treated as a discount with respect to the offering price of such Preferred Stock, the Company shall reimburse the Managing Member for such upfront fee by treating such upfront fee as an additional Capital Contribution made by the Managing Member to the Company, issuing the relevant series of Preferred Units in respect of such deemed Capital Contribution in accordance with Section 4.1(e), and increasing the Managing Member’s Capital Account by the amount of such upfront fee. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group Managing Member pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an a cost or expense of the Company.

Certain Costs and Expenses. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities business of the Company Company, including with respect to OTG EXP’s reporting and other obligations under securities laws and stock exchange rules, and (b) in the Good Faith sole discretion of the Managing Member, reimburse the Managing Member for any out-of-pocket costs, fees or and expenses incurred by it in connection with serving as the Managing Membertherewith. To the extent that the Managing Member reasonably determines in good faith that its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through by the Company and/or its Subsidiaries subsidiaries (including any good faith allocation of a portion of expenses that so relate to the business and affairs of the Company and/or its Subsidiaries subsidiaries and that also relate to other businesses or activities of the Managing Member or any other member of the PubCo Holdings GroupMember), then the Managing Member may cause the Company to pay or bear all such expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costscosts of its board of directors, costs cost of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costscosts and franchise taxes (which are not based on, or measured by, income); provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income tax obligations of the PubCo Holdings Group (but Managing Member; provided further that the Company shall be entitled to make distributions in respect payment of these obligations pursuant to Article VI). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold Tax Distributions to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 Managing Member shall not be treated as a distribution pursuant prevented by the foregoing. Payments under this Section 6.08 are intended to Section 6.1(a) but shall instead be treated as an expense constitute reasonable compensation for past or present services and are not “distributions” within the meaning of §18-607 of the CompanyDelaware LLC Act.

Certain Costs and Expenses. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related relate to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to the other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Groupsuch expenses, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear (i) any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)V) or (ii) any amounts owed by PubCo under the Tax Receivable Agreement. In the event that (iA) Class A Shares or other Equity Securities of PubCo were are sold to underwriters in the IPO or any public offering after the Effective Timedate hereof, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (iiB) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii3.7(b)(iii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 6.9 shall not be treated as a distribution pursuant to Section 6.1(a5.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company Company, and (bii) in the Good Faith sole discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income tax obligations of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)Managing Member. In the event that (i) shares of Class A Shares Common Stock or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such shares of Class A Shares Common Stock or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts Discount and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group Managing Member for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group Managing Member to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.6(b)(ii), and increasing the Managing Member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group Managing Member pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as a cost or an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company Company, and (bii) in the Good Faith sole discretion of the Managing Member, reimburse the Managing Member for any costs, fees or other expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Membersmembers, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCoits stockholders, litigation costs and damages arising from litigation, accounting and legal costs; provided provided, that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income tax obligations of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)Managing Member. In the event that (i) shares of Class A Shares Common Stock or other Equity Securities of PubCo were are sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such shares of Class A Shares Common Stock or other Equity Securities of PubCo are sold to the public in such public offering after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any Discounts deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such public offering) (such difference, the “Discount”) and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group Managing Member for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group Managing Member to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii3.6(b)(ii), and increasing the Managing Member’s Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group Managing Member pursuant to this Section 7.9 6.9 shall not be treated as a distribution pursuant to Section 6.1(a5.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its SubsidiariesCompany) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (bii) to the extent that such payments may be made in compliance with the Good Faith discretion terms of the Managing Memberagreements governing the Company’s debt obligations and applicable law, the Company shall pay or reimburse the Managing Member for any (A) all costs, fees or expenses incurred by it the Managing Member in connection with the IPO, other than the payment obligations of the Managing Member under the Tax Receivable Agreement and the income, franchise (except as provided in this Section 8.6) or similar tax obligations of the Managing Member, and (B) all costs, fees or expenses incurred by the Managing Member in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion good faith that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or or any of its Subsidiaries subsidiaries (including expenses that relate to the business and affairs of the Company and/or or any of its Subsidiaries subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings GroupMember), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings GroupManaging Member, including, without limitation, franchise taxes, including costs of securities offerings not borne directly by Members, compensation and meeting costs of the board of directors compensation and meeting costsof the Managing Member, costs of relating to periodic reports to stockholders of PubCothe Managing Member, litigation costs and damages arising from litigation, accounting and legal costs; costs incurred by the Managing Member and franchise taxes arising from the existing or business activities of the Managing Member, provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities of any member income or similar tax obligations of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the CompanyManaging Member.

Certain Costs and Expenses. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)Group. In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in any Public Offering (including the IPO or any public offering IPO) after the Effective Time, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any Discounts deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such public offering) (such difference, the “Discount”) and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii4.6(b)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 shall not be treated as a distribution pursuant to Section 6.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the Good Faith discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VIV). In the event that (i) Class A Shares or other Equity Securities of PubCo were sold to underwriters in the IPO or any public offering (including the IPO) after the Effective Timedate hereof, in each case, at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering after taking into account any Discounts and (ii) the proceeds from such public offering are used to fund the Cash Election Amount for any redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii3.6(e)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 6.9 shall not be treated as a distribution pursuant to Section 6.1(a5.1(a) but shall instead be treated as an expense of the Company.

Certain Costs and Expenses. The Company shall (ai) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (bii) in the Good Faith sole discretion of the Managing Member, reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that the Managing Member determines in its Good Faith sole discretion that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the Managing Member or any other member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses of the PubCo Holdings Group, including, without limitation, franchise taxes, costs of securities offerings not borne directly by Members, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo, litigation costs and damages arising from litigation, accounting and legal costs; provided that the Company shall not pay or bear any PubCo Tax-Related Liabilities income tax obligations of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article VI)Group. In the event that (i) Class A Shares or other Equity Securities of PubCo were are sold to underwriters in the IPO or any public offering after the Effective Time, in each case, Public Offering at a price per share that is lower than the price per share for which such Class A Shares or other Equity Securities of PubCo are sold to the public in such public offering Public Offering after taking into account any Discounts and (ii) the proceeds from such public offering Public Offering are used to fund the Cash Election Amount for any redeemed Redeemed Units or otherwise contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to the Company, issuing Units in respect of such deemed Capital Contribution in accordance with Section 4.7(e)(ii3.6(b)(ii), and increasing the Capital Account of such member of the PubCo Holdings Group by the amount of such Discount. For the avoidance of doubt, any payments made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 7.9 6.9 shall not be treated as a distribution pursuant to Section 6.1(a5.1(a) but shall instead be treated as an expense of the Company.