Common use of Other Allocation Rules Clause in Contracts

Other Allocation Rules. (a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Code Section 706 and the Treasury Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article IV and Section 10.2(a) and hereby agree to be bound by the provisions of this Article IV and Section 10.2(a) in reporting their shares of Company income and loss for income tax purposes, unless otherwise required by law or the IRS. (c) The Company shall not report any portion of the Facility Debt as “recourse” debt for purposes of Code Section 752 or as Member Nonrecourse Debt. The Company shall allocate 100% of the “excess” Nonrecourse Liabilities of the Company for purposes of Treasury Regulation Section 1.752-3(a)(3) in accordance with how the Base Case Model sets forth that the deductions attributable to such remaining Nonrecourse Liabilities will be allocated among the Members, taking into account the allocations required under Section 4.5 above. (d) To the extent permitted by Treasury Regulation Section 1.704-2(h)(3), the Managing Member shall endeavor to treat distributions of Available Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Member.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Code Section 706 and the Treasury Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article IV and Section 10.2(a) and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article IV and Section 10.2(a) in reporting their shares share of Company income and loss for income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 3.4 and the allocations set forth in Section 4.1, unless otherwise required by law Section 4.2, and Section 4.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines that the application of the provisions in Section 3.4, Section 4.1, Section 4.2, or Section 4.3 would result in non-compliance with the IRSTreasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions. (c) The Company shall not report any portion All items of the Facility Debt as “recourse” debt for purposes of Code Section 752 or as Member Nonrecourse Debt. The Company shall allocate 100% of the “excess” Nonrecourse Liabilities of income, gain, loss, deduction and credit allocable to an interest in the Company for purposes of Treasury Regulation Section 1.752-3(a)(3) that may have been Transferred shall be allocated between the Transferor and the Transferee in accordance with how a method determined by the Base Case Model sets forth that the deductions attributable to such remaining Nonrecourse Liabilities will be allocated among the Members, taking into account the allocations required Managing Member and permissible under Section 4.5 above706 of the Code and the Treasury Regulations thereunder. (d) To The Members’ proportionate shares of the extent permitted by “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulation Regulations Section 1.7041.752-2(h)(33(a)(3), shall be allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member unless otherwise determined by the Managing Member shall endeavor to treat distributions of Available Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Member.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Code Section 706 and the Treasury Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article IV V and Section 10.2(a) and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article IV and Section 10.2(a) V in reporting their shares share of Company income and loss for income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.5 and the allocations set forth in Sections 5.1, unless otherwise required by law 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines, in its sole discretion, that the application of the provisions in Section 4.5, 5.1, 5.2 or 5.3 would result in non-compliance with the IRSTreasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions. (c) The Company shall not report any portion All items of the Facility Debt as “recourse” debt for purposes of Code Section 752 or as Member Nonrecourse Debt. The Company shall allocate 100% of the “excess” Nonrecourse Liabilities of income, gain, loss, deduction and credit allocable to an interest in the Company for purposes of Treasury Regulation Section 1.752-3(a)(3) that may have been Transferred shall be allocated between the Transferor and the Transferee in accordance with how a method determined by the Base Case Model sets forth that Managing Member and permissible under Code Section 706 and the deductions attributable to such remaining Nonrecourse Liabilities will be allocated among the Members, taking into account the allocations required under Section 4.5 aboveTreasury Regulations thereunder. (d) To The Members’ proportionate shares of the extent permitted by “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulation Regulations Section 1.7041.752-2(h)(33(a)(3), shall be allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member. (e) The Managing Member shall endeavor amend this Article V from time to treat time to reflect the allocation of Profit and Loss in connection with priority distributions on any preferred units or other Equity Securities that may be issued by the Company (other than Units). (f) The Managing Member may amend or interpret the provisions of Available Cash Flow as having been made from this Article V as, in the proceeds Managing Member’s reasonable discretion, may be necessary or appropriate to comply with the applicable Treasury Regulations or other legal requirements and to properly reflect the economic intent of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Memberthis Agreement.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Code Section 706 and the Treasury Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article IV and Section 10.2(a) and hereby agree to be bound by the provisions of this Article IV and Section 10.2(a) in reporting their shares of Company income and loss for income tax purposes, unless otherwise required by law or the IRS. (c) The Company shall not report any portion of the Facility Debt as “recourse” debt for purposes of Code Section 752 or as Member Nonrecourse DebtDebt allocable to the Class B Member. The Company shall allocate 100% of the “excess” Nonrecourse Liabilities of the Company for purposes of Treasury Regulation Section 1.752-3(a)(3) in accordance with how the Base Case Model sets forth that the deductions attributable to such remaining Nonrecourse Liabilities will be allocated among the Members, taking into account the allocations required under Section 4.5 aboveabove (provided that such ratio shall be neither greater than 99.0% nor less than 4.95% for the Class A Members in any Fiscal Year). (d) To the extent permitted by Treasury Regulation Section 1.704-2(h)(3), the Managing Member shall endeavor to treat distributions of Available Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase an a negative Adjusted Capital Account Deficit (after taking into account the adjustments provided in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) for any Member. (e) The Members acknowledge and agree that, for federal and state income tax purposes, the Company shall report (in a manner consistent with the Base Case Model) (i) electrical production as tangible property produced by the Company for purposes of Treasury Regulations Section 1.263A-1(a)(3)(ii), including the required capitalization into the cost of goods sold of cost recovery deductions pursuant to Treasury Regulations Section 1.263A-1(a)(3)(ii)(I), and (ii) that each Power Purchase Agreement is a service contract under Code section 7701(e), and the Company shall prepare the federal income tax returns and its applicable state income tax returns in a manner consistent with such treatment.

Other Allocation Rules. (a) The allocation provisions set forth in this Article 7 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. (b) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Tax Matters Member using any permissible method under Code Section 706 of the Code and the Treasury Regulations promulgated thereunder. (bc) If the Percentage Interest of any one or more Members changes during the Fiscal Year, all Company items of income, gain, loss, deduction and credit shall be allocated among the Members for such Fiscal Year in a reasonable manner, as determined by the Tax Matters Member, that takes into account the varying Percentage Interests of the Members in the Company during such Fiscal Year in accordance with Section 706 of the Code. (d) The Members are aware of the income tax consequences of the allocations made by this Article IV and Section 10.2(a) Agreement and hereby agree to be bound by the provisions of this Article IV and Section 10.2(a) Agreement in reporting their shares of Company income and loss for income tax purposes, unless otherwise required by law or the IRS. (ce) The Company shall not report any portion For the avoidance of the Facility Debt as “recourse” debt doubt, for purposes of Code Section 752 or as Member Nonrecourse Debt. The Company shall allocate 100% determining a Member’s proportionate share of the “excessexcess nonrecourse liabilities” Nonrecourse Liabilities of the Company for purposes (within the meaning of Treasury Regulation Regulations Section 1.752-3(a)(3) in accordance with how the Base Case Model sets forth that the deductions attributable to such remaining Nonrecourse Liabilities will be allocated among the Members, taking into account the allocations required under Section 4.5 above. (d) To the extent permitted by Treasury Regulation Section 1.704-2(h)(3)), the Managing Member shall endeavor Members’ interests in Company profits are in proportion to treat distributions of Available Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Membertheir Percentage Interests.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Code Section 706 and the Treasury Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article IV and Section 10.2(a) and hereby agree to be bound by the provisions of this Article IV and Section 10.2(a) in reporting their shares of Company income and loss for income tax purposes, unless otherwise required by law or the IRS. (c) The Company shall not report any portion of the Facility Debt as “recourse” debt for purposes of Code Section 752 or as Member Nonrecourse DebtDebt allocable to the Class B Member. The Company shall allocate 100% of the “excess” Nonrecourse Liabilities of the Company for purposes of Treasury Regulation Section 1.752-3(a)(3) in accordance with how the Base Case Model sets forth that the deductions attributable to such remaining Nonrecourse Liabilities will be allocated among the Members, taking into account the allocations required under Section 4.5 aboveabove (provided that such ratio shall be neither greater than 99.0% nor less than 4.95% for the Class A Members in any Fiscal Year). (d) To the extent permitted by Treasury Regulation Section 1.704-2(h)(3), the Managing Member shall endeavor to treat distributions of Available Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase an a negative Adjusted Capital Account Deficit (after taking into account the adjustments under Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) for any Member. (e) The Members acknowledge and agree that, for federal and state income tax purposes, the Company shall report (in a manner consistent with the Base Case Model) (i) electrical production as tangible property produced by the Company for purposes of Treasury Regulations Section 1.263A-1(a)(3)(ii), including the required capitalization into the cost of goods sold of cost recovery deductions pursuant to Treasury Regulations Section 1.263A-1(a)(3)(ii)(I), and (ii) that each Power Purchase Agreement is a service contract under Code section 7701(e), and the Company shall prepare the federal income tax returns and its applicable state income tax returns in a manner consistent with such treatment.

Other Allocation Rules. (a) For purposes In the event a Member Transfers its Membership Interest during a Tax Year, the allocation of determining Company items of income and loss allocated to such Member and its transferee for such Tax Year will be made between such Member and its transferee in accordance with Section 706 of the Profits, Losses, or Code using any other items allocable to any period, Profits, Losses, convention permitted by such Section 706 of the Code and any such other items shall be determined on a daily, monthly, or other basis, as determined selected by the Managing Member using any permissible method under Code Section 706 and the Treasury Regulations thereunderMember. (b) The Members are aware of the income tax consequences of the allocations made by this Article IV and Section 10.2(a) and hereby agree to be bound by the provisions of this Article IV and Section 10.2(a) in reporting their shares of Company income and loss for income tax purposes, unless otherwise required by law or the IRS. (c) The Company shall not report any portion of the Facility Debt as “recourse” debt for purposes of Code Section 752 or as Member Nonrecourse Debt. The Company shall allocate 100% of the “excess” that excess Nonrecourse Liabilities of the Company for purposes allocated to the Members under Treasury Regulation Section 1.752-3(a)(3) will be allocated in accordance with their respective shares of income and loss under Section 5.1(a). The allocations required by this subsection (b) are intended to comply with the requirements of Treasury Regulation Section 1.752-3(a)(3) in accordance with how the Base Case Model sets forth that the deductions attributable to such remaining Nonrecourse Liabilities will be allocated among the Members, taking into account the allocations required under Section 4.5 aboveand Revenue Ruling 95-41. (dc) To the extent permitted by Treasury Regulation Section 1.704-2(h)(3) and 1.704-2(i)(6), the Managing Member shall Members will endeavor to treat distributions of Available Distributable Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions distribution would cause or increase an a deficit in the Adjusted Capital Account Deficit for any Membermember. (d) Unless otherwise required by applicable law, the Company shall not treat any portion of the Existing Indebtedness as “recourse” debt for purposes of Section 752 of the Code or Treasury Regulation Section 1.704-2 as a result of the obligation of any Member to make contributions of cash to the Company under Article IV of this Agreement. (e) For the avoidance of doubt, income and interest accrued on the Existing Indebtedness prior to the Closing Date and cash from the operation of the Projects prior to the Closing Date (including cash trapped in any reserve account) shall be for the sole account of the Class A Member and shall not be subject to the allocation provisions set forth in this Article V or the distribution provisions set forth in Article VI.

Other Allocation Rules. (ai) Profits, Losses and any other items of income, gain, loss or deduction shall be allocated to the Unit Holders pursuant to this Article VII as of the last day of each Fiscal Year; provided, however, that Profits, Losses and such other items shall also be allocated at such times as are required by Section 13.4 hereof and at such other times as the Gross Asset Values of Company assets are adjusted pursuant to Paragraph (ii) of the definition of "Gross Asset Value" contained in Section 1.1 hereof. (ii) For purposes of determining the Profits, Losses, Losses or any other items allocable to any period, Profits, Losses, Losses and any such other items shall be determined on a daily, monthly, monthly or other basis, as determined by the Managing Member Manager (except to the extent otherwise provided in Section 13.4 hereof) using any method that is permissible method under ss. 706 of the Code Section 706 and the Treasury Regulations thereunder. (biii) The Members are aware of the income income-tax consequences of the allocations made by this Article IV and Section 10.2(a) VII and hereby agree to be bound by the provisions of this Article IV and Section 10.2(a) VII in reporting their shares of Company income and loss for income income-tax purposes, unless except as otherwise required by law or the IRSlaw. (civ) The Company shall not report any portion Solely for the purpose of determining a Unit Holder's proportionate share of the Facility Debt as “recourse” debt for purposes of Code Section 752 or as Member Nonrecourse Debt. The Company shall allocate 100% of the “excess” Nonrecourse Liabilities "excess nonrecourse liabilities" of the Company for purposes within the meaning of Treasury Regulation Section ss. 1.752-3(a)(3) ), the interests in accordance with how Company profits of the Base Case Model sets forth that the deductions attributable Unit Holders are in proportion to such remaining Nonrecourse Liabilities will be allocated among the Members, taking into account the allocations required under Section 4.5 abovetheir respective Percentage Interests. (dv) To the extent permitted by Treasury Regulation Section ss. 1.704-2(h)(3), the Managing Member Manager shall endeavor to treat distributions of Net Available Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any MemberUnit Holder.

Other Allocation Rules. (a) For purposes Except as otherwise provided in this Agreement, all items of determining the ProfitsCompany income, Lossesgain, or any other items allocable to any periodloss, Profits, Lossesdeduction, and any such other items allocations not otherwise provided for shall be determined on a daily, monthly, divided among the Members in the same proportions as such Members share Profits or other basis, as determined by Losses pursuant to Section 6.1 for the Managing Member using any permissible method under Code Section 706 and the Treasury Regulations thereunderfiscal year. (b) The Members are aware of the income tax consequences of the allocations made by this Article IV and Section 10.2(a) VI and hereby agree to be bound by the provisions of this Article IV and Section 10.2(a) VI in reporting their shares share of Company income and loss for income tax purposes, unless otherwise required by law or the IRS. (c) The Company shall not report any portion of the Facility Debt as “recourse” debt Solely for purposes of Code Section 752 or as Member Nonrecourse Debt. The Company shall allocate 100% determining a Member’s proportionate share of the “excessexcess nonrecourse liabilities” Nonrecourse Liabilities of the Company for purposes within the meaning of Treasury Regulation Regulations Section 1.752-3(a)(3) in accordance with how the Base Case Model sets forth that the deductions attributable to such remaining Nonrecourse Liabilities will be allocated among ), the Members, taking into account ’ interests in Company profits are in the allocations required under same proportions as they share Profits pursuant to Section 4.5 above6.1 for the fiscal year. (d) To the extent permitted by Treasury Regulation Section Sections 1.704-2(h)(3)2(h) and 1.704-2(i)(6) of the Regulations, the Managing Member Board of Managers shall endeavor to treat distributions of Available Cash Flow or Net Cash from Sales or Refinancings as having been made from the proceeds of a Nonrecourse Liability or a Member Loan Nonrecourse Debt Debt, only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Member. (e) Notwithstanding anything to the contrary contained herein, items of income, gain, loss and deduction with respect to property, other than cash, contributed to the Company by a Member shall be allocated among the Members so as to take into account the variation between the basis of the property to the Company and its fair market value at the time of contribution as provided in Section 704(c) of the Code and Treasury Regulations Section 1.704-1(b)(2)(iv)(g).