Common use of Adjustments to Net Profit or Loss Clause in Contracts

Adjustments to Net Profit or Loss. For purposes of computing taxable income or loss on the disposition of an item of Company property or for purposes of determining the cost recovery, depreciation, or amortization deduction with respect to any property, the Company shall use such property’s book value determined in accordance with Treasury Regulation Section 1.704 -l(b). Consequently, each property’s book value shall be equal to its adjusted basis for federal income tax purposes, except as follows: (i) the initial book value of any property contributed by a Member to the Company shall be the gross Fair Market Value of such property at the time of contribution; (ii) unless the Managing Member determines otherwise, the book value of all Company properties shall be adjusted to equal their respective gross Fair Market Values, as determined as of the following times: (1) in connection with the acquisition of an interest in the Company by a new or existing Member for more than a de minimis capital contribution, (2) in connection with the liquidation of the Company as defined in Treasury Regulation Section 1.704 -(l)(b)(2)(ii)(g), or (3) in connection with a more than de minimis distribution to a retiring or a continuing Member as consideration for all or a portion of his or its interest in the Company. In the event of a revaluation of any Company assets hereunder, (x) the resulting amount of the adjustment shall be treated as additional Net Profits or Net Loss recognized immediately prior to the event giving rise to such adjustment and allocated among the Members in accordance with the terms of this Agreement; and (y) the Capital Accounts of the Members shall correspondingly be adjusted, including continuing adjustments for depreciation, to the extent provided in Treasury Regulation Section 1.704 -(l)(b)(2)(iv)(f); and (iii) if the book value of an item of Company property has been determined pursuant to this Section 8.5(b), such book value shall thereafter be used, and shall thereafter be adjusted by depreciation or amortization, if any, taken into account with respect to such property, for purposes of computing taxable income or loss. In connection with the acquisition by Canadian Parent and U.S. Holdings of interests in the Company in exchange for contributions to the Company as of the effective date of the Prior Agreement, the Company revalued its assets and adjusted the Capital Accounts of its Members pursuant to Treasury Regulation Section 1.704 -1(b)(2)(iv)(f). In addition, after the Effective Date, the Company shall allocate its distributive share of tax items of Western Wireless International Bolivia, LLC (“WWIB LLC”) and Trilogy International New Zealand LLC (“TINZ”) (if, and only if, TINZ is treated as a partnership for U.S. tax purposes from the Effective Date) among its Members taking into account the Member’s shares, passed through to the Company by WWIB LLC and TINZ, as applicable, of the unrealized appreciation and depreciation in WWIB LLC’s and TINZ’s assets, as applicable, pursuant to the principles of Code Section 704(c) and Treasury Regulation Section 1.704 -3(a)(9), as if WWIB LLC and TINZ, as applicable, had also revalued its assets and adjusted the Capital Accounts of its members under the principles set forth in Treasury Regulation Section 1.704 -1(b)(2)(iv)(f) as of the Effective Date.

Adjustments to Net Profit or Loss. For purposes of computing taxable income or loss on the disposition of an item of Company property or for purposes of determining the cost recovery, depreciation, or amortization deduction with respect to any property, the Company shall use such property’s book value determined in accordance with Treasury Regulation Section 1.704 -l(b1.704-l(b). Consequently, each property’s book value shall be equal to its adjusted basis for federal income tax purposes, except as follows: (i) the initial book value of any property contributed by a Member to the Company shall be the gross Fair Market Value of such property at the time of contribution; (ii) unless the Managing Member determines otherwise, the book value of all Company properties shall be adjusted to equal their respective gross Fair Market Values, as determined as of the following times: (1) in connection with the acquisition of an interest in the Company by a new or existing Member for more than a de minimis capital contribution, (2) in connection with the liquidation of the Company as defined in Treasury Regulation Section 1.704 -(l)(b)(2)(ii)(g), or (3) in connection with a more than de minimis distribution to a retiring or a continuing Member as consideration for all or a portion of his or its interest in the Company. In the event of a revaluation of any Company assets hereunder, (x) the resulting amount of the adjustment shall be treated as additional Net Profits or Net Loss recognized immediately prior to the event giving rise to such adjustment and allocated among the Members in accordance with the terms of this Agreement; and (y) the Capital Accounts of the Members shall correspondingly be adjusted, including continuing adjustments for depreciation, to the extent provided in Treasury Regulation Section 1.704 -(l)(b)(2)(iv)(f1.704-(l)(b)(2)(iv)(f); and (iii) if the book value of an item of Company property has been determined pursuant to this Section 8.5(b), such book value shall thereafter be used, and shall thereafter be adjusted by depreciation or amortization, if any, taken into account with respect to such property, for purposes of computing taxable income or loss. In connection with the acquisition by Canadian Parent and U.S. Holdings of interests in the Company in exchange for contributions to the Company as of the effective date of the Prior AgreementEffective Date, the Company revalued shall revalue its assets and adjusted adjust the Capital Accounts of its Members pursuant to Treasury Regulation Section 1.704 -1(b)(2)(iv)(f1.704-1(b)(2)(iv)(f). In addition, after the Effective Date, the Company shall allocate its distributive share of tax items of Western Wireless International Bolivia, LLC (“WWIB LLC”) and Trilogy International New Zealand LLC (“TINZ”) (if, and only if, TINZ is treated as a partnership for U.S. tax purposes from the Effective Date) among its Members taking into account the Member’s shares, passed through to the Company by WWIB LLC and TINZ, as applicable, of the unrealized appreciation and depreciation in WWIB LLC’s and TINZ’s assets, as applicable, pursuant to the principles of Code Section 704(c) and Treasury Regulation Section 1.704 -3(a)(91.704-3(a)(9), as if WWIB LLC and TINZ, as applicable, had also revalued its assets and adjusted the Capital Accounts of its members under the principles set forth in Treasury Regulation Section 1.704 -1(b)(2)(iv)(f1.704-1(b)(2)(iv)(f) as of the Effective Date.

Adjustments to Net Profit or Loss. For purposes of computing taxable income or loss on the disposition of an item of Company property or for purposes of determining the cost recovery, depreciation, or amortization deduction with respect to any property, the Company shall use such property’s 's book value determined in accordance with Treasury Regulation Section 1.704 -l(b1.704-1(b). Consequently, each property’s 's book value shall be equal to its adjusted basis for federal income tax purposes, except as follows: (ia) the The initial book value of any property property, contributed by a Member to the Company shall be the gross Fair Market Value fair market value of such property at the time of contribution; (iib) unless In the Managing Member determines otherwisediscretion of the Members holding not less than fifty-one percent (51%) of the Units held by Members, the book value of all Company properties shall may be adjusted to equal their respective gross Fair Market Valuesfair market values, as determined by the Members as of the following times: (1) in connection with the acquisition of an interest in the Company by a new or existing Member for more than a de minimis capital contribution, (2) in connection with the liquidation of the Company as defined in Treasury Regulation Section 1.704 -(l)(b)(2)(ii)(g1.704-(1)(b)(2)(ii)(g), or (3) in connection with a more than de minimis distribution to a retiring or a continuing Member as consideration for all or a portion of his or its interest in the Company. In the event of a revaluation of any Company assets hereunder, (x) the resulting amount of the adjustment shall be treated as additional Net Profits or Net Loss recognized immediately prior to the event giving rise to such adjustment and allocated among the Members in accordance with the terms of this Agreement; and (y) the Capital Accounts of the Members shall correspondingly be adjusted, including including, continuing adjustments for depreciation, to the extent provided in Treasury Regulation Section 1.704 -(l)(b)(2)(iv)(f1.704-(1)(b)(2)(iv)(f); and; (iiic) if If the book value of an item of Company property has been determined pursuant to this Section 8.5(b)9.5.2, such book value shall thereafter be used, and shall thereafter be adjusted by depreciation or amortization, if any, taken into account with respect to such property, for purposes of computing taxable income or loss. In connection with the acquisition by Canadian Parent and U.S. Holdings of interests in the Company in exchange for contributions to the Company as of the effective date of the Prior Agreement, the Company revalued its assets and adjusted the Capital Accounts of its Members pursuant to Treasury Regulation Section 1.704 -1(b)(2)(iv)(f). In addition, after the Effective Date, the Company shall allocate its distributive share of tax items of Western Wireless International Bolivia, LLC (“WWIB LLC”) and Trilogy International New Zealand LLC (“TINZ”) (if, and only if, TINZ is treated as a partnership for U.S. tax purposes from the Effective Date) among its Members taking into account the Member’s shares, passed through to the Company by WWIB LLC and TINZ, as applicable, of the unrealized appreciation and depreciation in WWIB LLC’s and TINZ’s assets, as applicable, pursuant to the principles of Code Section 704(c) and Treasury Regulation Section 1.704 -3(a)(9), as if WWIB LLC and TINZ, as applicable, had also revalued its assets and adjusted the Capital Accounts of its members under the principles set forth in Treasury Regulation Section 1.704 -1(b)(2)(iv)(f) as of the Effective Date.

Adjustments to Net Profit or Loss. For purposes of computing taxable income or loss on the disposition of an item of Company property or for purposes of determining the cost recovery, depreciation, or amortization deduction with respect to any property, the Company shall use such property’s book value determined in accordance with Treasury Regulation Section 1.704 -l(b1.704-l(b). Consequently, each property’s book value shall be equal to its adjusted basis for federal income tax purposes, except as follows: (i) the initial book value of any property contributed by a Member to the Company shall be the gross Fair Market Value of such property at the time of contribution; (ii) unless the Managing Member determines otherwise, the book value of all Company properties shall be adjusted to equal their respective gross Fair Market Values, as determined as of the following times: (1) in connection with the acquisition of an interest in the Company by a new or existing Member for more than a de minimis capital contribution, (2) in connection with the liquidation of the Company as defined in Treasury Regulation Section 1.704 -(l)(b)(2)(ii)(g1.704-(l)(b)(2)(ii)(g), or (3) in connection with a more than de minimis distribution to a retiring or a continuing Member as consideration for all or a portion of his or its interest in the Company. In the event of a revaluation of any Company assets hereunder, (x) the resulting amount of the adjustment shall be treated as additional Net Profits or Net Loss recognized immediately prior to the event giving rise to such adjustment and allocated among the Members in accordance with the terms of this Agreement; and (y) the Capital Accounts of the Members shall correspondingly be adjusted, including continuing adjustments for depreciation, to the extent provided in Treasury Regulation Section 1.704 -(l)(b)(2)(iv)(f1.704-(l)(b)(2)(iv)(f); and (iii) if the book value of an item of Company property has been determined pursuant to this Section 8.5(b), such book value shall thereafter be used, and shall thereafter be adjusted by depreciation or amortization, if any, taken into account with respect to such property, for purposes of computing taxable income or loss. In connection with the acquisition by Canadian Parent and U.S. Holdings of interests in the Company in exchange for contributions to the Company as of the effective date of the Prior Agreement, the Company revalued its assets and adjusted the Capital Accounts of its Members pursuant to Treasury Regulation Section 1.704 -1(b)(2)(iv)(f1.704-1(b)(2)(iv)(f). In addition, after the Effective Date, the Company shall allocate its distributive share of tax items of Western Wireless International Bolivia, LLC (“WWIB LLC”) and Trilogy International New Zealand LLC (“TINZ”) (if, and only if, TINZ is treated as a partnership for U.S. tax purposes from the Effective Date) among its Members taking into account the Member’s shares, passed through to the Company by WWIB LLC and TINZ, as applicable, of the unrealized appreciation and depreciation in WWIB LLC’s and TINZ’s assets, as applicable, pursuant to the principles of Code Section 704(c) and Treasury Regulation Section 1.704 -3(a)(91.704-3(a)(9), as if WWIB LLC and TINZ, as applicable, had also revalued its assets and adjusted the Capital Accounts of its members under the principles set forth in Treasury Regulation Section 1.704 -1(b)(2)(iv)(f1.704-1(b)(2)(iv)(f) as of the Effective Date.

Adjustments to Net Profit or Loss. For purposes of computing taxable income or loss on the disposition of an item of Company property or for purposes of determining the cost recovery, depreciation, or amortization deduction with respect to any property, the Company shall use such property’s 's book value determined in accordance with Treasury Regulation Section 1.704 -l(b§ 1.704- 1(b). Consequently, each property’s 's book value shall be equal to its adjusted basis for federal income tax purposes, except as follows: (ia) the The initial book value of any property contributed by a Member to the Company shall be the gross Fair Market Value fair market value of such property at the time of contribution; (iib) unless In the discretion of the Managing Member determines otherwiseMember, the book value of all Company properties shall may be adjusted to equal their respective gross Fair Market Valuesfair market values, as determined by the Managing Member as of the following times: (1i) in connection with the acquisition of an interest in the Company by a new or existing Member for more than a de minimis capital contribution, (2ii) in connection with the liquidation of the Company as defined in Treasury Regulation Section 1.704 -(l)(b)(2)(ii)(g§ 1.704-l(b)(2)(ii)(g), or (3iii) in connection with a more than de minimis distribution to a retiring or a continuing Member as consideration for all or a portion of his or its such Member's interest in the CompanyCompany or (iv) in connection with the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a Member capacity, or by a new Member acting in a Member capacity or in anticipation of being a Member. In the event of a revaluation of any Company assets hereunder, (x) the resulting amount of the adjustment shall be treated as additional Net Profits or Net Loss recognized immediately prior to the event giving rise to such adjustment and allocated among the Members in accordance with the terms of this Agreement; and (y) the Capital Accounts of the Members shall correspondingly be adjusted, including including, without limitation, continuing adjustments for depreciation, to the extent provided in Treasury Regulation Section 1.704 -(l)(b)(2)(iv)(f§ 1.704-l(b)(2)(iv)(f) & (g); and (iiic) if If the book value of an item of Company property has been determined pursuant to this Section 8.5(b)9.5.2, such book value shall thereafter be used, and shall thereafter be adjusted by depreciation or amortization, if any, taken into account with respect to such property, for purposes of computing taxable income or loss. In connection with the acquisition by Canadian Parent and U.S. Holdings of interests in the Company in exchange for contributions to the Company as of the effective date of the Prior Agreement, the Company revalued its assets and adjusted the Capital Accounts of its Members pursuant to Treasury Regulation Section 1.704 -1(b)(2)(iv)(f). In addition, after the Effective Date, the Company shall allocate its distributive share of tax items of Western Wireless International Bolivia, LLC (“WWIB LLC”) and Trilogy International New Zealand LLC (“TINZ”) (if, and only if, TINZ is treated as a partnership for U.S. tax purposes from the Effective Date) among its Members taking into account the Member’s shares, passed through to the Company by WWIB LLC and TINZ, as applicable, of the unrealized appreciation and depreciation in WWIB LLC’s and TINZ’s assets, as applicable, pursuant to the principles of Code Section 704(c) and Treasury Regulation Section 1.704 -3(a)(9), as if WWIB LLC and TINZ, as applicable, had also revalued its assets and adjusted the Capital Accounts of its members under the principles set forth in Treasury Regulation Section 1.704 -1(b)(2)(iv)(f) as of the Effective Date.

Adjustments to Net Profit or Loss. For purposes of computing taxable income or loss on the disposition of an item of Company property or for purposes of determining the cost recovery, depreciation, or amortization deduction with respect to any property, the Company shall use such property’s 's book value determined in accordance with Treasury Regulation Section 1.704 -l(b1.704-1(b). Consequently, each property’s 's book value shall be equal to its adjusted basis for federal income tax purposes, except as follows: (ia) the The initial book value of any property contributed by a Member to the Company shall be the gross Fair Market Value fair market value of such property at the time of contribution; (iib) unless In the Managing Member determines otherwisediscretion of the Members holding a Majority Interest of the Units held by Members, the book value of all Company properties shall may be adjusted to equal their respective gross Fair Market Valuesfair market values, as determined by the Members as of the following times: (1) in connection with the acquisition of an interest in the Company by a new or existing Member for more than a de minimis DE MINIMIS capital contribution, (2) in connection with the liquidation of the Company as defined in Treasury Regulation Section 1.704 -(l)(b)(2)(ii)(g1.704-(1)(b)(2)(ii)(g), or (3) in connection with a more than de minimis DE MINIMIS distribution to a retiring or a continuing Member Unit Holder as consideration for all or a portion of his or its interest in the Company. In the event of a revaluation of any Company assets hereunder, (x) the resulting amount of the adjustment shall be treated as additional Net Profits or Net Loss recognized immediately prior to the event giving rise to such adjustment and allocated among the Members in accordance with the terms of this Agreement; and (y) the Capital Accounts of the Members Unit Holders shall correspondingly be adjusted, including continuing adjustments for depreciation, to the extent provided in Treasury Regulation Section 1.704 -(l)(b)(2)(iv)(f1.704-(1)(b)(2)(iv)(f); and; (iiic) if If the book value of an item of Company property has been determined pursuant to this Section 8.5(b)7.5.2, such book value shall thereafter be used, and shall thereafter be adjusted by depreciation or amortization, if any, taken into account with respect to such property, for purposes of computing taxable income or loss. In connection with the acquisition by Canadian Parent and U.S. Holdings of interests in the Company in exchange for contributions to the Company as of the effective date of the Prior Agreement, the Company revalued its assets and adjusted the Capital Accounts of its Members pursuant to Treasury Regulation Section 1.704 -1(b)(2)(iv)(f). In addition, after the Effective Date, the Company shall allocate its distributive share of tax items of Western Wireless International Bolivia, LLC (“WWIB LLC”) and Trilogy International New Zealand LLC (“TINZ”) (if, and only if, TINZ is treated as a partnership for U.S. tax purposes from the Effective Date) among its Members taking into account the Member’s shares, passed through to the Company by WWIB LLC and TINZ, as applicable, of the unrealized appreciation and depreciation in WWIB LLC’s and TINZ’s assets, as applicable, pursuant to the principles of Code Section 704(c) and Treasury Regulation Section 1.704 -3(a)(9), as if WWIB LLC and TINZ, as applicable, had also revalued its assets and adjusted the Capital Accounts of its members under the principles set forth in Treasury Regulation Section 1.704 -1(b)(2)(iv)(f) as of the Effective Date.