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:

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:

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: