Common use of Participation Threshold Clause in Contracts

Participation Threshold. As of the date of each grant of Class B Common Units, the Manager shall establish an initial “Participation Threshold” amount with respect to each Class B Common Unit granted on such date. Unless otherwise determined by the Manager (who shall determine the Participation Threshold in such a manner that newly granted Class B Common Units have a liquidation value of zero in accordance with IRS Revenue Procedure 93-27 and other authorities), the Participation Threshold with respect to each such Class B Common Unit granted on such date shall be equal to or greater than the amount (as determined by the Manager in its sole discretion) that would be distributed with respect to a Class A Common Unit pursuant to Section 4.1(b) if the Company distributed to the Unitholders an amount equal to the Total Equity Value as of such date in accordance with Section 4.1(b); provided that, for the avoidance of doubt, in making such calculation prior Tax Distributions shall be treated as if made on such date as part of such hypothetical Distribution. The purchase price of each Class B Common Unit, if any, shall be as determined by the Manager. The Manager may designate a series number for Class B Common Units that have the same Participation Threshold, which Participation Threshold may differ from the Participation Thresholds of other series of Class B Common Units not included in such subset. Each Class B Common Unit’s Participation Threshold shall be adjusted (in the discretion and as determined by the Manager) after the grant of such Class B Common Unit in the following manner: (i) In the event any Distribution with respect to Class A Common Units is made pursuant to Section 4.1(b), the Participation Threshold of each Class B Common Unit outstanding at the time of such Distribution shall be reduced (but not below zero) by the amount that each Class A Common Unit receives in such Distribution (with such reduction occurring immediately after the determination of the portion of such Distribution, if any, that such Class A Common Unit is entitled to receive); provided that, the Participation Threshold of such Class B Common Unit shall not be reduced by (x) such Distribution to the extent that such Class B Common Unit is entitled to receive such Distribution or (y) any Tax Distribution made pursuant to Section 4.1(a). (ii) If the Company at any time subdivides (by any Unit split or otherwise) the Common Units into a greater number of Units, the Participation Threshold of each Class B Common Unit outstanding immediately prior to such subdivision shall be proportionately reduced, and if the Company at any time combines (by reverse Unit split or otherwise) the Common Units into a smaller number of Units, the Participation Threshold of each Class B Common Unit outstanding immediately prior to such combination shall be proportionately increased. (iii) Notwithstanding anything in the foregoing to the contrary, no adjustment shall be made in connection with (A) any non pro rata redemption or repurchase by the Company or any Unitholder of any Units or (B) any non pro rata Capital Contribution by any Unitholder in exchange for newly issued Units. (iv) In the event of any change in the Company’s capital structure not addressed in Section 3.5(b)(i) or Section 3.5(b)(iii) above, the Manager may (but shall not be obligated to) equitably adjust the Participation Thresholds of the outstanding Class B Common Units to the extent necessary (in the Manager’s good faith judgment) to prevent such capital structure change from changing the economic rights represented by the Class B Common Units in a manner that is disproportionately favorable or unfavorable in relation to the economic rights of other classes of outstanding Common Units.

Participation Threshold. As of the date of each grant of Class B Common Units, the Manager shall establish an initial “Participation Threshold” amount with respect to each Class B Common Unit granted on such date. Unless otherwise determined by the Manager (who shall determine the Participation Threshold in such a manner that newly granted Class B Common Units have a liquidation value of zero in accordance with IRS Revenue Procedure 93-93- 27 and other authorities), the Participation Threshold with respect to each such Class B Common Unit granted on such date shall be equal to or greater than the amount (as determined by the Manager in its sole discretion) that would be distributed with respect to a Class A Common Unit pursuant to Section 4.1(b) if the Company distributed to the Unitholders an amount equal to the Total Equity Value as of such date in accordance with Section 4.1(b); provided that, for the avoidance of doubt, in making such calculation prior Tax Distributions shall be treated as if made on such date as part of such hypothetical Distribution. The purchase price of each Class B Common Unit, if any, shall be as determined by the Manager. The Manager may designate a series number for Class B Common Units that have the same Participation Threshold, which Participation Threshold may differ from the Participation Thresholds of other series of Class B Common Units not included in such subset. Each Class B Common Unit’s Participation Threshold shall be adjusted (in the discretion and as determined by the Manager) after the grant of such Class B Common Unit in the following manner: (i) In the event any Distribution with respect to Class A Common Units is made pursuant to Section 4.1(b), the Participation Threshold of each Class B Common Unit outstanding at the time of such Distribution shall be reduced (but not below zero) by the amount that each Class A Common Unit receives in such Distribution (with such reduction occurring immediately after the determination of the portion of such Distribution, if any, that such Class A Common Unit is entitled to receive); provided that, the Participation Threshold of such Class B Common Unit shall not be reduced by (x) such Distribution to the extent that such Class B Common Unit is entitled to receive such Distribution or (y) any Tax Distribution made pursuant to Section 4.1(a). (ii) If the Company at any time subdivides (by any Unit split or otherwise) the Common Units into a greater number of Units, the Participation Threshold of each Class B Common Unit outstanding immediately prior to such subdivision shall be proportionately reduced, and if the Company at any time combines (by reverse Unit split or otherwise) the Common Units into a smaller number of Units, the Participation Threshold of each Class B Common Unit outstanding immediately prior to such combination shall be proportionately increased. (iii) Notwithstanding anything in the foregoing to the contrary, no adjustment shall be made in connection with (A) any non pro rata redemption or repurchase by the Company or any Unitholder of any Units or (B) any non pro rata Capital Contribution by any Unitholder in exchange for newly issued Units. (iv) In the event of any change in the Company’s capital structure not addressed in Section 3.5(b)(i) or Section 3.5(b)(iii) above, the Manager may (but shall not be obligated to) equitably adjust the Participation Thresholds of the outstanding Class B Common Units to the extent necessary (in the Manager’s good faith judgment) to prevent such capital structure change from changing the economic rights represented by the Class B Common Units in a manner that is disproportionately favorable or unfavorable in relation to the economic rights of other classes of outstanding Common Units.

Participation Threshold. As of On the date of each grant of a Class B Common UnitsUnit pursuant to this Section 3.8, the Manager Board shall establish an initial “Participation Threshold” amount with respect to each Class B Common Unit granted on such date. Unless otherwise determined by the Manager (who shall determine the Participation Threshold in such a manner that newly granted Class B Common Units have a liquidation value of zero in accordance with IRS Revenue Procedure 93-27 and other authorities), the The Participation Threshold with respect to each such a Class B Common Unit granted on such date shall be equal to or greater than the amount (as determined by the Manager in its sole discretion) that would be distributed with respect to a Pro Rata Share of each Class A Common Unit in the event of a liquidation pursuant to Section 4.1(b) if 11.2(b), on the Company distributed to the Unitholders an amount equal to the Total Equity Value as date of grant of such date in accordance with Section 4.1(bClass B Common Unit (immediately prior to its issuance); , provided that, absent approval of the Board and Sponsor, the Participation Threshold for the avoidance of doubt, in making such calculation prior Tax Distributions shall be treated as if made on such date as part of such hypothetical Distribution. The purchase price of each any Class B Common UnitUnit issued after the date hereof shall not be less than the Participation Threshold of the Class B Common Units issued on the date hereof, if anyas adjusted pursuant to clauses (i), shall be as determined by the Manager(iii) and (iv) of this Section 3.8(b). The Manager Board may designate a series number for Class B Common Units that have the same Participation Threshold, which Participation Threshold may differ from the Participation Thresholds Threshold of other series of Class B Common Units not included in such subsetUnits. Each Class B Common Unit’s Participation Threshold shall be adjusted (in the discretion of and as determined by the ManagerBoard, but not below zero) after the grant of such Class B Common Unit in the following manner: (i) In the event of any Distribution with respect to Class A Common Units is made pursuant to Section 4.1(b5.1(b) or 5.1(c), the Participation Threshold of each Class B Common Unit outstanding at the time of such Distribution shall be reduced (but not below zero) by the amount that each a Class A Common Unit receives in such Distribution (with such reduction reductions occurring immediately after the determination of the portion of such Distributiondistribution, if any, that such Class A B Common Unit is Units are entitled to receive); provided that. The Board may also apply Section 5.1(b) by breaking a single distribution into two or more distributions treated as separate Distributions occurring in order (and if such approach is taken, the adjustments to Participation Threshold of such Class B Common Unit shall not be reduced by (x) such Distribution to the extent that such Class B Common Unit is entitled to receive such Distribution or (y) any Tax Distribution made Thresholds pursuant to this Section 4.1(a3.8(b)(i) shall be made after each separate distribution and before the next distribution). (ii) No adjustments shall be made in connection with (A) any non pro rata redemption or repurchase by the Company or forfeiture of any Units not issued to the Sponsor Group or (B) any Capital Contribution in exchange for newly issued Units. (iii) If the Company at any time subdivides (by any Unit split or otherwise) the Common Units into a greater number of Units, the Participation Threshold of each Class B Common Unit outstanding immediately prior to such subdivision shall be proportionately reduced, and if the Company at any time combines (by reverse Unit split or otherwise) the Common Units into a smaller number of Units, the Participation Threshold of each Class B Common Unit outstanding immediately prior to such combination shall be proportionately increased. (iiiiv) Notwithstanding anything in the foregoing this Section 3.8 to the contrary, no adjustment the Board and Sponsor shall be made in connection with (A) any non pro rata redemption or repurchase by the Company or any Unitholder of any Units or (B) any non pro rata Capital Contribution by any Unitholder in exchange for newly issued Units. (iv) In the event of any change in the Company’s capital structure not addressed in Section 3.5(b)(i) or Section 3.5(b)(iii) above, the Manager may (but shall not be obligated to) equitably adjust the Participation Thresholds of the outstanding Class B Common Units to the extent necessary (in the Manager’s their good faith judgment) discretion have the power to prevent such capital structure change from changing amend the provisions of this Section 3.8 to achieve the economic rights represented results intended by this Agreement, including that the Class B Common Units in a manner that is disproportionately favorable are profits interests when issued for United States federal income tax purposes within the meaning of Rev. Proc. 93-27 and Rev. Proc. 2001-43 or unfavorable in relation to the economic rights of other classes of outstanding Common Unitsany future IRS guidance.

Participation Threshold. As of the date of each grant of Class B Common Units, the Manager shall establish an initial “Participation Threshold” amount with respect to each Class B Common Unit granted on such date. Unless otherwise determined by the Manager (who shall determine the Participation Threshold in such a manner that newly granted Class B Common Units have a liquidation value of zero in accordance with IRS Revenue Procedure 93-27 and other authorities), the Participation Threshold with respect to each such Class B Common Unit granted on such date shall be equal to or greater than the amount (as determined by the Manager in its sole discretion) that would be distributed with respect to a Class A Common Unit pursuant to Section 4.1(b) if the Company distributed to the Unitholders an amount equal to the Total Equity Value as of such the grant date in accordance with Section 4.1(b); provided that, for the avoidance of doubt, in making such calculation prior Tax Distributions shall be treated as if made on such date as part of such hypothetical Distribution. The purchase price of each Class B Common Unit, if any, shall be as determined by the Manager. The Manager may designate a series number for Class B Common Units that have the same Participation Threshold, which Participation Threshold may differ from the Participation Thresholds of other series of Class B Common Units not included in such subset. Each Class B Common Unit’s Participation Threshold shall be adjusted (in the discretion and as determined by the Manager) after the grant of such Class B Common Unit in the following manner: (i) In the event any Distribution with respect to Class A Common Units is made pursuant to Section 4.1(b), the Participation Threshold of each Class B Common Unit outstanding at the time of such Distribution shall be reduced (but not below zero) by the amount that each a Class A Common Unit receives in such Distribution (with such reduction occurring immediately after the determination of the portion of such Distribution, if any, that such Class A Common Unit is entitled to receive); provided that, the Participation Threshold of such Class B Common Unit shall not be reduced by (x) such Distribution to the extent that such Class B Common Unit is entitled to receive such Distribution or (y) any Tax Distribution made pursuant to Section 4.1(a)Distribution. (ii) If the Company at any time subdivides (by any Unit split or otherwise) the Common Units into a greater number of Units, the Participation Threshold of each Class B Common Unit outstanding immediately prior to such subdivision shall be proportionately reduced, and if the Company at any time combines (by reverse Unit split or otherwise) the Common Units into a smaller number of Units, the Participation Threshold of each Class B Common Unit outstanding immediately prior to such combination shall be proportionately increased. (iii) Notwithstanding anything in the foregoing to the contrary, no adjustment shall be made in connection with (A) any non pro rata redemption or repurchase by the Company or any Unitholder of any Units or (B) any non pro rata Capital Contribution by any Unitholder in exchange for newly issued Units. (iv) In the event of any change in the Company’s capital structure not addressed in Section 3.5(b)(i) or Section 3.5(b)(iii) above, the Manager may (but shall not be obligated to) equitably adjust the Participation Thresholds of the outstanding Class B Common Units to the extent necessary (in the Manager’s good faith judgment) to prevent such capital structure change from changing the economic rights represented by the Class B Common Units in a manner that is disproportionately favorable or unfavorable in relation to the economic rights of other classes of outstanding Common Units.

Participation Threshold. As of the date of each grant of Class B Common Units, the Manager shall establish an initial “Participation Threshold” amount with respect to each Class B Common Unit granted on such date. Unless otherwise determined by the Manager (who shall determine the Participation Threshold in such a manner that newly granted Class B Common Units have a liquidation value of zero in accordance with IRS Revenue Procedure 93-93- 27 and other authorities), the Participation Threshold with respect to each such Class B Common Unit granted on such date shall be equal to or greater than the amount (as determined by the Manager in its sole discretion) that would be distributed with respect to a Class A Common Unit pursuant to Section 4.1(b) if the Company distributed to the Unitholders an amount equal to the Total Equity Value as of such date in accordance with Section 4.1(b); provided that, for the avoidance of doubt, in making such calculation prior Tax Distributions shall be treated as if made on such date as part of such hypothetical Distribution. The purchase price of each Class B Common Unit, if any, shall be as determined by the Manager. The Manager may designate a series number for Class B Common Units that have the same Participation Threshold, which Participation Threshold may differ from the Participation Thresholds of other series of Class B Common Units not included in such subset. Each Class B Common Unit’s Participation Threshold shall be adjusted (in the discretion and as determined by the Manager) after the grant of such Class B Common Unit in the following manner: (i) In the event any Distribution with respect to Class A Common Units is made pursuant to Section 4.1(b), the Participation Threshold of each Class B Common Unit outstanding at the time of such Distribution shall be reduced (but not below zero) by the amount that each Class A Common Unit receives in such Distribution (with such reduction occurring immediately after the determination of the portion of such Distribution, if any, that such Class A Common Unit is entitled to receive); provided that, the Participation Threshold of such Class B Common Unit shall not be reduced by (x) such Distribution to the extent that such Class B Common Unit is entitled to receive such Distribution or (y) any Tax Distribution made pursuant to Section 4.1(a4.1(a)(i). (ii) If the Company at any time subdivides (by any Unit split or otherwise) the Common Units into a greater number of Units, the Participation Threshold of each Class B Common Unit outstanding immediately prior to such subdivision shall be proportionately reduced, and if the Company at any time combines (by reverse Unit split or otherwise) the Common Units into a smaller number of Units, the Participation Threshold of each Class B Common Unit outstanding immediately prior to such combination shall be proportionately increased. (iii) Notwithstanding anything in the foregoing to the contrary, no adjustment shall be made in connection with (A) any non pro rata redemption or repurchase by the Company or any Unitholder of any Units or (B) any non pro rata Capital Contribution by any Unitholder in exchange for newly issued Units. (iv) In the event of any change in the Company’s capital structure not addressed in Section 3.5(b)(i) or Section 3.5(b)(iii) above, the Manager may (but shall not be obligated to) equitably adjust the Participation Thresholds of the outstanding Class B Common Units to the extent necessary (in the Manager’s good faith judgment) to prevent such capital structure change from changing the economic rights represented by the Class B Common Units in a manner that is disproportionately favorable or unfavorable in relation to the economic rights of other classes of outstanding Common Units.