Imputed Interest reasonably determined to be allocable to payments pursuant to this Agreement arising from the items described in [clause [(i), (ii) and (iii)])])]] of this definition.

“BCA Basis” means the Tax basis, determined as of the time immediately prior to the Business Combination, in the Reference Assets that are amortizable under Section 197 of the Code or that are otherwise reported as amortizable on IRS Form 4562 for U.S. federal income Tax purposes to the extent depreciation or amortization with respect to such basis will be allocable to the Corporation (including, for the avoidance of doubt, as a result of Section 704(c) of the Code) as a result of the Business Combination. For the avoidance of doubt, BCA Basis shall not include Blocker Party Basis Adjustments or Exchange Party Basis Adjustments. BCA Basis shall be attributable to each Blocker TRA Party and Exchange TRA Party in amounts determined by the Corporation in good faith taking into account each Blocker TRA Party’s and each Exchange TRA Party’s relative ownership of the Company immediately prior to the Business Combination.

Section # Consistency. The Corporation and the TRA Parties agree to report and cause to be reported for all purposes, including federal, state and local Tax purposes and financial reporting purposes, all Tax-related items (including, without limitation, the Exchange Party Basis Adjustments, Blocker Party Basis Adjustments and each Tax Benefit Payment) in a manner consistent with that specified in any Schedule finalized consistent with the terms of this Agreement, unless otherwise required by a contrary Determination by an applicable Taxing Authority.

Section # Attribute Schedule. Following the Closing Date, within ninety (90) calendar days after the filing of IRS Form 1120 (or any successor form) of the Corporation for a given Taxable Year, the Corporation shall deliver to the TRA Party Representative a schedule (the “Attribute Schedule”) that shows, in reasonable detail, # the Blocker Pre-BCA Covered Tax Assets that are available for use by the Corporation with respect to each Blocker TRA Party with respect to such Taxable Year and the portion of the Blocker Pre-BCA Covered Tax Assets that are available for use by the Corporation in future Taxable Years with respect to each Blocker TRA Party; and # the Exchange Covered Tax Assets that are available for use by the Corporation with respect to such Taxable Year with respect to each Exchange TRA Party that has effected an Exchange (including the Exchange Party Basis Adjustments with respect to the Reference Assets resulting from Exchanges effected in such Taxable Year and the periods over which such Exchange Party Basis Adjustments are amortizable or depreciable), and the portion of the Exchange Covered Tax Assets that are available for use by the Corporation in future Taxable Years with respect to each Exchange TRA Party that has effected an Exchange. The Attribute Schedule shall also list any limitations on the ability of the Corporation to utilize any Blocker Pre-BCA Covered Tax Assets or Exchange Covered Tax Assets under applicable laws (including as a result of the operation of Section 382 of the Code or Section 383 of the Code).

“Blocker Pre-BCA Covered Tax Assets” means, with respect to a Blocker TRA Party, in each case, without duplication:

Purchase of Blocker Interests. Each of the Parties agrees that the Call Option Closing resulting from the exercise of the Early Call Option shall be effected by purchase of all of the issued and outstanding equity interests (the “Blocker Interests”) of ​ Intermediate LLC, a Delaware limited liability company (the “Blocker”). Blocker Parent hereby represents and warrants to NEP and NEP Member, as of the date hereof and as of the Early Call Option Closing Date, that # Blocker Parent owns all of the issued and outstanding equity interests of the Blocker, free and clear of all Encumbrances other than such Encumbrances as are permitted under the terms of the LLC Agreement or securities Laws, and is the sole member of Blocker, # Blocker owns all of the issued and outstanding equity interests of the Class B Member, which, as of the Early Call Option Closing, will be free and clear of all Encumbrances other than such Encumbrances as are permitted under the terms of the LLC Agreement or securities Laws, and is the sole member of the Class B Member, # the Class B Member owns all of the issued and outstanding Class B Units, which, as of the Early Call Option Closing, will be free and clear of all Encumbrances other than such Encumbrances as are permitted under the terms of the LLC Agreement, # Global Energy or one of its Affiliates Controls the Blocker Parent, # the Blocker has engaged in no business activities other than its organizational activities, acquiring, accepting, owning, and holding the equity interests of the Class B Member, which equity interests constitute all of the issued and outstanding equity interests of the Class B Member, and activities incidental thereto, and has no material liabilities, and # the Class B Member has engaged in no business activities other than its organizational activities, acquiring, financing, accepting, owning, and holding the Class B Units and activities incidental thereto, and has no material liabilities. At the Early Call Option Closing, NEP Member (or its permitted assignee) and the Blocker Parent shall execute and deliver an Assignment Agreement in the form attached as [Exhibit B] hereto to effect the purchase and sale of the Blocker Interests.

Section # Tax Characterization. The Parties intend that # each Exchange shall give rise to Exchange Party Basis Adjustments and # payments to Exchange TRA Parties pursuant to this Agreement with respect to an Exchange (except with respect to amounts that constitute Imputed Interest) shall be treated as consideration in respect of such Exchange that give rise to additional Exchange Party Basis Adjustments.

“Blocker Merger Subs” means, collectively, Blocker Merger Sub 1, Blocker Merger Sub 2 and Blocker Merger Sub 3.

Adjustments. The terms and conditions of the grant evidenced by this Agreement are subject to mandatory adjustment, including as provided in [Section 12] of the Plan.

Adjustments. If adjustments are made to the outstanding shares of Common Stock as a result of an Equity Restructuring, an appropriate adjustment also will be made in the number of Deferred Stock Units credited to each participating Director’s Deferred Compensation Account and/or to the number and kind of shares for which such Deferred Stock Units are outstanding.