Common use of Class B Units Clause in Contracts

Class B Units. Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

Class B Units. Class B Unitholders shall not be entitled to vote in any matters relating to The Company may provide for the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights issuance and obligations terms of Class B Unitholders hereunder, Units as and when corresponding Management Holdco Class B Units shall entitle are issued by Management Holdco representing, in the holder aggregate, up to twenty percent (20%), on a fully diluted basis (including after giving effect to the issuance of the total number of Class B Units) (the “Class B Limit”), of the sum of (A) the Class A Units of the Company outstanding as of the Closing and (B) the number of Class A Units issuable as a result of all Additional Capital Contributions being made in accordance with Section 5.1(e)(i) (such sum, the “Committed Equity Amount”) to provide equity incentive compensation to selected Directors, officers, employees and other service providers of the Company and its Affiliates (including its Subsidiaries); provided, that ten percent (10%) of such Class B Units shall remain uncommitted and unallocated following the initial allocation of Class B Unit grants so that they may be granted following the Closing to (i) Tax Distributions pursuant to Section 4.01(b)Directors, officers, employees and (ii) a preferred return other service providers of the Company; provided, further, that the maximum amount of Class B Units that can be Vested Class B Units at any given time shall be equal to the product of (1) the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue Limit and become payable at (2) a fraction, the earlier numerator of which is the sum of (x) the fifth (5th) anniversary number of Class A Units of the Effective Time, or Company outstanding as of the Closing and (y) the number of Class A Units issued as a liquidation ofresult of Additional Capital Contributions that have been made as of such time, or a taxable sale and the denominator of substantially all which is the Committed Equity Amount. It is the intention of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, parties to this Agreement that each Class B Unitholder Unit and each corresponding Management Holdco Class B Unit constitutes a Profits Interest. The Company shall also have the authority to issue such number of Class B Units and corresponding Management Holdco Class B Units (subject to the Class B Limit) as the Company shall from time to time determine with such terms, conditions, rights and obligations, including forfeiture and repurchase, as may be paid determined by the Company as set forth herein, in the Management Holdco Operating Agreement and in the related Applicable Class B Unit Agreements pursuant to which any Management Holdco Class B Unit may be awarded; provided that each such Class B Unitholder’s Unit and corresponding Management Holdco Class B Preferred Return Base Amount, Unit shall vest in addition equal annual installments over a four-year period from the date of grant. Members shall not have any voting rights with respect to all of the outstanding, accrued and unpaid their Class B Preferred Return AmountUnits. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance Subject to compliance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all13.1(a) of its this Agreement, the Company shall be permitted to take all actions, including amending this Agreement, to the extent necessary or appropriate, to cause the Class B Units to be treated as Profits Interests for all U.S. federal income tax purposes and valued based on liquidation value or similar principles. Each Member shall respect any allocations of income to be made to any such Member even if such Class B Units are subject to risk of forfeiture. The Company and all Members will (A) treat such Class B Units as outstanding for tax purposes, (B) treat any holder of Class B Units as a Member of the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable tax purposes with respect to such Class B Units pursuant this Section 3.02(band (C) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued file all tax returns and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurredreports consistently with the foregoing.

Class B Units. Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B LEGAL\41134311\10 Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

Class B Units. Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, (i) No additional Class B Units shall entitle the holder of such be issued except as otherwise provided in this Agreement. Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal were issued to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions Members set forth in Section 11.01(aon Schedule 3.02(c) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option ConsiderationUnit Schedule”) and), upon as equity compensation for services provided to, or to be provided to, or for the exercise of the 7 Year Put Option by any Class B Unitholderbenefit of, the Company shall purchase all of or any Subsidiary by employees, consultants, independent contractors or advisors, and such holder’s Class B Units for the are intended to constitute “profits interests,” as such term is used by Rev. Proc. 93-27 and Rev. Proc. 2001-43. Class B Option ConsiderationUnits shall be non-voting. Notwithstanding anything Class B Units are intended to constitute “partnership interests transferred in connection with the performance of services” within the meaning of the “safe‌ harbor” proposal expressed in Notice 2005-43 or Proposed Regulation Section 1.83-3(l) (herein referred to as the “Proposed Safe Harbor”) to the contrary, no extent the Internal Revenue Service hereafter finalizes or permits taxpayers to rely on the Proposed Safe Harbor. Class B Preferred Return Amount shall Units were issued with an initial Capital Account equal to zero and have rights to and limitations on distributions such that, upon issuance, such Class B Units (within the reasonable judgment of the Manager) constitute “profits interests” for United States federal income tax purposes, including by establishing a threshold amount of certain distributions pursuant to this Agreement that must be due and payable made with respect to all classes of Units outstanding immediately prior to the issuance of Class B Units before the holders thereof may receive any distributions pursuant to Section 14.02. The threshold for each such issuance is referred to as the “Threshold Amount” with respect to such issuance, which generally corresponded to the Fair Market Value of the assets of the Company less the liabilities of the Company as of the issue date, as set forth for each holder on the Class B Unit Schedule. The Manager had the authority to designate a series number for each subset of Class B Units pursuant this consisting of Class B Units having the same Threshold Amount (each such subset herein referred to as a “Series”), which Threshold Amount may differ from the Threshold Amount of other Class B Units not included in each such series. The Class B Unit Schedule sets forth the date of issuance and the Threshold Amount for all issued and outstanding Class B Units as of the Effective Date. Issuances of Class B Units were intended to be nontaxable to their recipients to the fullest extent permitted by Law. Members holding Class B Units were advised that Class B Units may be subject to a substantial risk of forfeiture within the meaning of Section 3.02(b83 of the Code and such Members are entitled, no later than 30 days following the grant of Class B Units, to make an election under Section 83(b) at of the Code with respect to the Class B Units so granted, it being understood that the right to and responsibility for making such time election shall be the Member’s and the Company shall have no liability to the Member on account of such Member making, or times specified in this Section 3.02(bnot making, such election. The Company and all Members shall (i) unless treat such Class B Units remain issued and as outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.for tax purposes,

Class B Units. Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, (i) No additional Class B Units shall entitle the holder of such be issued except as otherwise provided in this Agreement. Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal were issued to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions Members set forth in Section 11.01(aon Schedule 3.02(c) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option ConsiderationUnit Schedule”) and), upon as equity compensation for services provided to, or to be provided to, or for the exercise of the 7 Year Put Option by any Class B Unitholderbenefit of, the Company shall purchase all of or any Subsidiary by employees, consultants, independent contractors or advisors, and such holder’s Class B Units are intended to constitute “profits interests,” as such term is used by Rev. Proc. 93-27 and Rev. Proc. 2001-43. Class B Units shall be non-voting. Class B Units are intended to constitute “partnership interests transferred in connection with the performance of services” within the meaning of the “safe‌ harbor” proposal expressed in Notice 2005-43 or Proposed Regulation Section 1.83-3(l) (herein referred to as the “Proposed Safe Harbor”) to the extent the Internal Revenue Service hereafter finalizes or permits taxpayers to rely on the Proposed Safe Harbor. Class B Units were issued with an initial Capital Account equal to zero and have rights to and limitations on distributions such that, upon issuance, such Class B Units (within the reasonable judgment of the Manager) constitute “profits interests” for United States federal income tax purposes, including by establishing a threshold amount of certain distributions pursuant to this Agreement that must be made with respect to all classes of Units outstanding immediately prior to the issuance of Class B Units before the holders thereof may receive any distributions pursuant to Section 14.02. The threshold for each such issuance is referred to as the “Threshold Amount” with respect to such issuance, which generally corresponded to the Fair Market Value of the assets of the Company less the liabilities of the Company as of the issue date, as set forth for each holder on the Class B Option ConsiderationUnit Schedule. Notwithstanding anything The Manager had the authority to designate a series number for each subset of Class B Units consisting of Class B Units having the same Threshold Amount (each such subset herein referred to as a “Series”), which Threshold Amount may differ from the Threshold Amount of other Class B Units not included in each such series. The Class B Unit Schedule sets forth the date of issuance and the Threshold Amount for all issued and outstanding Class B Units as of the Effective Date. Issuances of Class B Units were intended to be nontaxable to their recipients to the contraryfullest extent permitted by Law. Members holding Class B Units were advised that Class B Units may be subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code and such Members are entitled, no later than 30 days following the grant of Class B Preferred Return Amount Units, to make an election under Section 83(b) of the Code with respect to the Class B Units so granted, it being understood that the right to and responsibility for making such election shall be due the Member’s and payable the Company shall have no liability to the Member on account of such Member making, or not making, such election. The Company and all Members shall (i) treat such Class B Units as outstanding for tax purposes, (ii) treat such holder of Class B Units as a Member of the Company for U.S. federal income tax purposes with respect to such Class B Units pursuant this Section 3.02(bUnits, and (iii) at such time or times specified file all U.S. federal tax returns and reports consistently with the foregoing. Notwithstanding anything contained in this Section 3.02(b) unless such 3.02(c), none of the Company, the Manager nor any Member makes any representation as to the tax consequences of the issuance of Class B Units remain issued and pursuant to this Section 3.02(b)(i). The Manager shall have the power to amend the provisions of this Section 3.02(b)(i) and, with the consent of the Members holding a majority of the outstanding at such time Common A Units, to adjust the Threshold Amount upward by the amount of any Capital Contributions made to the Company, in each case solely to achieve the “profits interest” treatment intended by this Agreement. For the avoidance of doubt, none of the Company, the Manager nor any Member of the Company is providing any covenant or times and no Redemption or Direct Exchange guarantee that the characterization of such a Class B Units as a “profits interest” as described in Article XI hereof has occurredthis Section 3.02(b)(i) shall be accepted by any Governmental Entity or a court of Law. The Members acknowledge and agree that any Profits Interests that were granted under the Prior Operating Agreement (or any other prior operating agreement of the Company) are and shall be treated as Class B Units for all intents and purposes under this Agreement.

Class B Units. The Company may from time to time, with the approval of the Managing Member, issue Class B Unitholders Units in one or more classes or series with such designations, preferences and rights as shall not be entitled to vote in any matters relating fixed by the Managing Member up to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations total number of Class B Unitholders hereunderUnits authorized under Section 3.2 to service providers of the Company Group and admit such Persons as Additional Members, in each case, pursuant to the terms of the applicable Incentive Unit Award Agreements. For the avoidance of doubt, any such issuance of additional Class B Units shall entitle decrease the holder distributions otherwise payable with respect to both Class A Units and Class B Units pursuant to ARTICLE IV (to the extent distributions are payable with respect to such additional Class B Units under ARTICLE IV). All Class B Units issued to a Member hereunder shall be subject to the terms and conditions of the Incentive Unit Award Agreement executed by such Member. The Class B Units may be vested (the “Vested Class B Units”) or unvested (the “Unvested Class B Units”). Unvested Class B Units shall vest or remain unvested in the manner and subject to the conditions set forth in the applicable Incentive Unit Award Agreement under which such Class B Units are granted; provided, however, that the Managing Member may, in its sole discretion, accelerate the vesting of any Unvested Class B Unit and modify the number of Unvested Class B Units subject to any call right of the Company pursuant to the applicable Incentive Unit Award Agreement. Vested Class B Units and Unvested Class B Units may also constitute Distribution Eligible Class B Units. Each Class B Unit is intended to be a Profits Interest and accordingly the initial Capital Account associated with each Class B Unit shall be equal to $0.00. The Company and the holders of such Class B Units to (i) shall file all U.S. federal income Tax Distributions pursuant to Section 4.01(b)Returns consistent with such characterization, and (ii) a preferred return equal to the Class B Preferred Return Amountunless otherwise required by applicable Law. The Class B Preferred Return Amount Units shall not be required to be paid annually but shall accrue and become payable at the earlier have no voting, consent or approval rights of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth any nature except as provided in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred3.13.