Contract analysis

ARTICLE VIII — DEFINITIONS (TAX-RELATED)

Section 8.1 — Defined Terms As used in Articles VIII through XII of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used in this Article and not otherwise defined herein shall have the meanings ascribed to them elsewhere in this Agreement. "Adjusted Capital Account Deficit" means, with respect to any Member, the deficit balance, if any, in such Member's Capital Account a

Section 9.1 — Establishment and Maintenance of Capital Accounts (a) The Company shall establish and maintain a separate Capital Account for each Member in accordance with the rules of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Member shall be maintained throughout the full term of the Company and shall be adjusted as set forth in this Section 9.1. The provisions of this Section 9.1 an

Section 9.2 — Revaluation of Capital Accounts (a) The Company may, at the election of the Managing Member, revalue the Capital Accounts of all Members to reflect the Gross Asset Values of Company assets (determined on a basis consistent with the rules of Treasury Regulations Section 1.704-1(b)(2)(iv)(f)) upon the occurrence of any of the following events: (i) the contribution of more than a de minimis amount of money

Section 9.3 — Transfers and Successor Capital Accounts (a) Upon the transfer of all or a portion of a Member's interest in the Company in accordance with the provisions of this Agreement, the transferee of such interest shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(l). (b) In the case of a

Section 9.4 — Negative Capital Accounts; No Obligation to Restore (a) No Member shall be obligated to restore a deficit balance in its Capital Account upon liquidation of the Company or otherwise, except (i) to the extent required by applicable law (including, without limitation, any non-waivable provision of the Delaware Limited Liability Company Act), or (ii) as specifically provided in this Agreement with respect

Section 10.1 — Allocation of Net Income After giving effect to the Regulatory Allocations set forth in Section 10.4 hereof, Net Income for each Fiscal Year (or applicable shorter period, including any period resulting from a change in the Members' interests during a Fiscal Year) shall be allocated among the Members as follows: (a) First, to the Members in proportion to, and to the extent of, their respective shares o

Section 10.2 — Allocation of Net Loss After giving effect to the Regulatory Allocations set forth in Section 10.4 hereof, Net Loss for each Fiscal Year (or applicable shorter period) shall be allocated among the Members as follows: (a) First, to the Members in proportion to their respective positive Capital Account balances (after taking into account all Capital Contributions, distributions, and prior allocations for

Section 10.3 — General Allocation Principles (a) Except as otherwise provided in Section 10.5 (Section 704(c) Allocations) and Section 10.4 (Regulatory Allocations), items of Company income, gain, loss, deduction, and credit shall be allocated among the Members for federal, state, and local income tax purposes in the same manner as the corresponding items of Net Income and Net Loss are allocated under Sections 10.1 a

Section 10.4 — Regulatory Allocations (Special Allocations) The following special allocations (collectively, the "Regulatory Allocations") shall be made in the following order of priority and shall be taken into account before the allocations set forth in Sections 10.1 and 10.2 above are made: (a) Minimum Gain Chargeback Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding any othe

Section 10.5 — Section 704(c) Allocations (a) In accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder, items of income, gain, loss, and deduction with respect to any property contributed to the Company (or any property the Book Value of which has been revalued in accordance with Section 9.2 hereof) shall, solely for federal income tax purposes, be allocated among the Members

Section 10.6 — Allocation of Excess Nonrecourse Liabilities Solely for purposes of determining a Member's proportionate share of the "excess nonrecourse liabilities" of the Company within the meaning of Treasury Regulations Section 1.752-3(a)(3) (i.e., Company Nonrecourse Liabilities in excess of the sum of (i) the amount of Minimum Gain attributable to such liabilities and (ii) the amount of gain that would be recog

Section 10.7 — Allocations Relating to Unvested Units (Profits Interests) (a) Class B Units that are Unvested Units and that constitute Profits Interests shall be treated as issued and outstanding Units for purposes of all allocations under this Article X from and after the grant date (i.e., the Closing Date, May 31, 2024). The holders of Unvested Units shall be allocated their distributive share of Company items of

Section 11.1 — Distribution Waterfall Available Cash, as determined by the Managing Member in its reasonable discretion, shall be distributed to the Members as set forth in this Section 11.1. For purposes of this Agreement, "Available Cash" means cash on hand of the Company in excess of reserves that the Managing Member determines in good faith to be reasonably necessary for the payment of Company obligations, includ

Section 11.2 — Distributions in Kind (a) Distributions of Company assets in kind (as opposed to cash) shall be made only with the prior written consent of the Managing Member. No Member shall have the right to demand a distribution in kind. (b) Any property distributed in kind to a Member shall be valued at its Gross Asset Value (fair market value) as of the date of distribution, as determined in good faith by the Ma

Section 11.3 — Withholding (a) The Company is authorized and directed to withhold from any distributions (or amounts otherwise payable) to any Member any amounts required to be withheld under the Code, the Treasury Regulations, or any applicable provision of state, local, or foreign tax law. Any amounts so withheld shall be paid over to the applicable taxing authority in accordance with applicable law. (b) All amount

Section 11.7 — Tax Distributions (a) Prior to any distributions under Sections 11.1(b) through 11.1(f) hereof, the Company shall make quarterly estimated Tax Distributions to each Member in amounts intended to be sufficient to permit such Member to satisfy its estimated federal, state, and local income tax liabilities arising from allocations of Company taxable income to such Member for the applicable taxable year. (