Common use of Rules of Application Clause in Contracts

Rules of Application. (i) Profits and Losses and other items of income, gain, loss and deduction shall be allocated to the Partners in accordance with the portion of the year during which the Partners have held their respective interests. All items of income, loss and deduction shall be considered to have been earned ratably over the period of the fiscal year of the Partnership, except that (A) gains and losses arising from the disposition of a sets shall be taken into account as of the date thereof, and (B) with the consent of the General Partner and all affected parties, the preceding items may be allocated by using an “interim closing of the books” method. (ii) In the event the Partnership is entitled to a deduction for interest imputed under any provision of the Code on any loan or advance from a Partner (whether such interest is currently deducted, capitalized or amortized), such deduction shall be allocated solely to such Partner. (iii) To the extent any payments in the nature of fees paid to a Partner are finally determined to be distributions to a Partner for federal income tax purposes, there will be a gross income allocation to such Partner in the amount of such distribution. (iv) Losses shall not be allocated to any Partner to the extent that such allocation would result in a deficit in its Adjusted Capital Account Balance while any other Partner continues to have a positive Adjusted Capital Account Balance; in such event Losses shall first be allocated to Partners with positive Adjusted Capital Account Balances in proportion to such balances, until their positive Adjusted Capital Account Balances have been reduced to zero. To the extent that any Losses are allocated pursuant to this paragraph, Profits shall thereafter be allocated in reverse order of such allocations of Losses to the extent of such Losses. (v) The allocation of Profits and Losses to any Partner shall be deemed to be an allocation to that Partner of the same proportionate part of each separate item of taxable income, gain, loss, deduction or credit that comprises such Profits and Losses.

Rules of Application. (i) Profits and Losses and other items of income, gain, loss and deduction shall be allocated to the Partners Members in accordance with the portion of the year during which the Partners Members have held their respective interests. All items of income, loss and deduction shall be considered to have been earned ratably over the period of the fiscal year of the PartnershipCompany, except that (A) gains and losses arising from the disposition of a sets assets shall be taken into account as of the date thereof, and (B) with the consent of the General Partner Managing Member and all affected parties, the preceding items may be allocated by using an “"interim closing of the books” " method. (ii) In the event the Partnership Company is entitled to a deduction for interest imputed under any provision of the Code on any loan or advance from a Partner Member (whether such interest is currently deducted, capitalized or amortized), such deduction shall be allocated solely to such PartnerMember. (iii) To the extent any payments in the nature of fees paid to a Partner Member are finally determined to be distributions to a Partner Member for federal income tax purposes, there will be a gross income allocation to such Partner Member in the amount of such distribution. (iv) Losses shall not be allocated to any Partner Member to the extent that such allocation would result in a deficit in its Adjusted Capital Account Balance while any other Partner Member continues to have a positive Adjusted Capital Account Balance; in such event Losses shall first be allocated to Partners Members with positive Adjusted Capital Account Balances in proportion to such balances, until their positive Adjusted Capital Account Balances have been reduced to zero. To the extent that any Losses are allocated pursuant to this paragraph, Profits shall thereafter be allocated in reverse order of such allocations of Losses to the extent of such Losses. (v) The allocation of Profits and Losses to any Partner Member shall be deemed to be an allocation to that Partner Member of the same proportionate part of each separate item of taxable income, gain, loss, deduction or credit that comprises such Profits and Losses.

Rules of Application. (i) Profits and Losses and other items of income, gain, loss and deduction shall be allocated to the Partners Members in accordance with the portion of the year during which the Partners Members have held their respective interests. All items of income, loss and deduction shall be considered to have been earned ratably over the period of the fiscal year of the PartnershipCompany, except that (A) gains and losses arising from the disposition of a sets assets shall be taken into account as of the date thereof, and (B) with the consent of the General Partner Managing Member and all affected parties, the preceding items may be allocated by using an “interim closing of the books” method. (ii) In the event the Partnership Company is entitled to a deduction for interest imputed under any provision of the Code on any loan or advance from a Partner Member (whether such interest is currently deducted, capitalized or amortized), such deduction shall be allocated solely to such PartnerMember. (iii) To the extent any payments in the nature of fees paid to a Partner Member are finally determined to be distributions to a Partner Member for federal income tax purposes, there will be a gross income allocation to such Partner Member in the amount of such distribution. (iv) Losses shall not be allocated to any Partner Member to the extent that such allocation would result in a deficit in its Adjusted Capital Account Balance while any other Partner Member continues to have a positive Adjusted Capital Account Balance; in such event Losses shall first be allocated to Partners Members with positive Adjusted Capital Account Balances in proportion to such balances, until their positive Adjusted Capital Account Balances have been reduced to zero. To the extent that any Losses are -are allocated pursuant to this paragraph, Profits shall thereafter be allocated in reverse order of such allocations of Losses to the extent of such Losses. (v) The allocation of Profits and Losses to any Partner Member shall be deemed to be an allocation to that Partner Member of the same proportionate part of each separate item of taxable income, gain, loss, deduction or credit that comprises such Profits and Losses.

Rules of Application. (i) Profits and Losses and other items of income, gain, loss and deduction shall be allocated to the Partners Members in accordance with the portion of the year during which the Partners Members have held their respective interests. All items of income, loss and deduction shall be considered to have been earned ratably over the period of the fiscal year of the PartnershipCompany, except that (A) gains and losses arising from the disposition of a sets assets shall be taken into account as of the date thereof, and (B) with the consent of the General Partner Managing Member and all affected parties, the preceding items may be allocated by using an “interim closing of the books” method. (ii) In the event the Partnership Company is entitled to a deduction for interest imputed under any provision of the Code on any loan or advance from a Partner Member (whether such interest is currently deducted, capitalized or amortized), such deduction shall be allocated solely to such PartnerMember. (iii) To the extent any payments in the nature of fees paid to a Partner Member are finally determined to be distributions to a Partner Member for federal income tax purposes, there will be a gross income allocation to such Partner Member in the amount of such distribution. (iv) Losses shall not be allocated to any Partner Member to the extent that such allocation would result in a deficit in its Adjusted Capital Account Balance while any other Partner Member continues to have a positive Adjusted Capital Account Balance; in such event Losses shall first be allocated to Partners Members with positive Adjusted Capital Account Balances in proportion to such balances, until their positive Adjusted Capital Account Balances have been reduced to zero. To the extent that any Losses are allocated pursuant to this paragraph, Profits shall thereafter be allocated in reverse order of such allocations of Losses to the extent of such Losses. (v) The allocation of Profits and Losses to any Partner Member shall be deemed to be an allocation to that Partner Member of the same proportionate part of each separate item of taxable income, gain, loss, deduction or credit that comprises such Profits and Losses.

Rules of Application. (i) Profits and Losses and other items of income, gain, loss and deduction shall be allocated to the Partners Members in accordance with the portion of the year during which the Partners Members have held their respective interests. All items of income, loss and deduction shall be considered to have been earned ratably over the period of the fiscal year Fiscal Year of the PartnershipCompany, except that (A) gains and losses arising from the disposition of a sets assets shall be taken into account as of the date thereof, and (B) with the consent of the General Partner Manager and all affected parties, the preceding items may be allocated by using an “interim closing of the books” method. (ii) In the event the Partnership Company is entitled to a deduction for interest imputed under any provision of the Code on any loan or advance from a Partner Member (whether such interest is currently deducted, capitalized or amortized), such deduction shall be allocated solely to such PartnerMember. (iii) To the extent any payments in the nature of fees paid to a Partner Member are finally determined to be distributions to a Partner Member for federal income tax purposes, there will be a gross income allocation to such Partner Member in the amount of such distribution. (iv) Losses shall not be allocated to any Partner Member to the extent that such allocation would result in a deficit in its Adjusted Capital Account Balance while any other Partner Member continues to have a positive Adjusted Capital Account Balance; in such event Losses shall first be allocated to Partners Members with positive Adjusted Capital Account Balances in proportion to such balances, until their positive Adjusted Capital Account Balances have been reduced to zero. To the extent that any Losses are allocated pursuant to this paragraph, Profits shall thereafter be allocated in reverse order of such allocations of Losses to the extent of such Losses. (v) The allocation of Profits and Losses to any Partner Member shall be deemed to be an allocation to that Partner Member of the same proportionate part of each separate item of taxable income, gain, loss, deduction or credit that comprises such Profits and Losses.

Rules of Application. (ia) Profits and Losses and other items of income, gain, loss and deduction shall be allocated to the Partners Members in accordance with the portion of the year during which the Partners Members have held their respective interests. All items of income, loss and deduction shall be considered to have been earned ratably over the period of the fiscal year Fiscal Year of the PartnershipCompany, except that (Ai) gains and losses arising from the disposition of a sets assets shall be taken into account as of the date thereof, and (Bii) with the consent of the General Partner Executive Committee and all affected parties, the preceding items may be allocated by using an “interim closing of the books” method. (ii) In the event the Partnership is entitled to a deduction for interest imputed under any provision of the Code on any loan or advance from a Partner (whether such interest is currently deducted, capitalized or amortized), such deduction shall be allocated solely to such Partner. (iiib) To the extent any payments in the nature of fees paid to a Partner Member are finally determined to be distributions to a Partner Member for federal income tax purposes, there will be a gross income allocation to such Partner Member in the amount of such distribution. (ivc) Losses shall may not be allocated to any Partner Member to the extent that such allocation would result in a deficit in its Adjusted Capital Account Balance while any other Partner Member continues to have a positive Adjusted Capital Account Balance; in such event Losses shall will first be allocated to Partners Members with positive Adjusted Capital Account Balances in proportion to such balances, until their positive Adjusted Capital Account Balances have been reduced to zero. To the extent that any Losses are allocated pursuant to this paragraph, Profits shall will thereafter be allocated in reverse order of such allocations of Losses to the extent of such Losses. (vd) The allocation of Profits and Losses to any Partner Member shall be deemed to be an allocation to that Partner Member of the same proportionate part of each separate item of taxable income, gain, loss, deduction or credit that comprises such Profits and Losses.

Rules of Application. (ia) Profits and Losses and other items of income, gain, loss and deduction shall be allocated to the Partners Members in accordance with the portion of the year during which the Partners Members have held their respective interests. All items of income, loss and deduction shall be considered to have been earned ratably over the period of the fiscal year Fiscal Year of the PartnershipCompany, except that (Ai) gains and losses arising from the disposition of a sets assets shall be taken into account as of the date thereof, and (Bii) with the consent of the General Partner Executive Committee and all affected parties, the preceding items may be allocated by using an “interim closing of the books” method. (ii) In the event the Partnership is entitled to a deduction for interest imputed under any provision of the Code on any loan or advance from a Partner (whether such interest is currently deducted, capitalized or amortized), such deduction shall be allocated solely to such Partner. (iiib) To the extent any payments in the nature of fees paid to a Partner Member are finally determined to be distributions to a Partner Member for federal income tax purposes, there will be a gross income allocation to such Partner Member in the amount of such distribution. (ivc) Losses shall may not be allocated to any Partner Member to the extent that such allocation would result in a deficit in its Adjusted Capital Account Balance while any other Partner Member continues to have a positive Adjusted Capital Account Balance; in such event Losses shall will first be allocated to Partners Members with positive Adjusted Capital Account Balances in proportion to such balances, until their positive Adjusted Capital Account Balances have been reduced to zero. To the extent that any Losses are allocated pursuant to this paragraph, Profits shall will thereafter be allocated in reverse order of such allocations of Losses to the extent of such Losses. (vd) The allocation of Profits and Losses to any Partner Member shall be deemed to be an allocation to that Partner Member of the same proportionate part of each separate item of taxable income, gain, loss, deduction or credit that comprises such Profits and Losses. (e) To the extent a Member is imputed income for federal income tax purposes (including as a result of services provided pursuant to section 13.1, there will be a gross deduction allocation to such Member in the amount of such imputed income.

Rules of Application. (i) Profits and Losses and other items of income, gain, loss and deduction shall be allocated to the Partners in accordance with the portion of the year during which the Partners have held their respective interests. All items of income, loss and deduction shall be considered to have been earned ratably over the period of the fiscal year of the Partnership, except that (A) gains and losses arising from the disposition of a sets assets shall be taken into account as of the date thereof, and (B) with the consent of the General Partner and all affected parties, the preceding items may be allocated by using an “interim closing of the books” method. (ii) In the event the Partnership is entitled to a deduction for interest imputed under any provision of the Code on any loan or advance from a Partner (whether such interest is currently deducted, capitalized or amortized), such deduction shall be allocated solely to such Partner. (iii) To the extent any payments in the nature of fees paid to a Partner are finally determined to be distributions to a Partner for federal income tax purposes, there will be a gross income allocation to such Partner in the amount of such distribution. (iv) Losses shall not be allocated to any Partner to the extent that such allocation would result in a deficit in its Adjusted Capital Account Balance while any other Partner continues to have a positive Adjusted Capital Account Balance; in such event Losses shall first be allocated to Partners with positive Adjusted Capital Account Balances in proportion to such balances, until their positive Adjusted Capital Account Balances have been reduced to zero. To the extent that any Losses are allocated pursuant to this paragraph, Profits shall thereafter be allocated in reverse order of such allocations of Losses to the extent of such Losses. (v) The allocation of Profits and Losses to any Partner shall be deemed to be an allocation to that Partner of the same proportionate part of each separate item of taxable income, gain, loss, deduction or credit that comprises such Profits and Losses.

Rules of Application. (ia) Profits and Losses and other items of income, gain, loss and deduction shall be allocated to the Partners Members in accordance with the portion of the year during which the Partners Members have held their respective interests. All items of income, loss and deduction shall be considered to have been earned ratably over the period of the fiscal year Fiscal Year of the PartnershipCompany, except that (Ai) gains and losses arising from the disposition of a sets assets shall be taken into account as of the date thereof, and (Bii) with the consent of the General Partner Executive Committee and all affected parties, the preceding items may be allocated by using an “interim closing of the books” method. (ii) In the event the Partnership is entitled to a deduction for interest imputed under any provision of the Code on any loan or advance from a Partner (whether such interest is currently deducted, capitalized or amortized), such deduction shall be allocated solely to such Partner. (iiib) To the extent any payments in the nature of fees paid to a Partner Member are finally determined to be distributions to a Partner Member for federal income tax purposes, there will be a gross income allocation to such Partner Member in the amount of such distribution. (ivc) Losses shall may not be allocated to any Partner Member to the extent that such allocation would result in a deficit in its Adjusted Capital Account Balance while any other Partner Member continues to have a positive Adjusted Capital Account Balance; in such event Losses shall will first be allocated to Partners Members with positive Adjusted Capital Account Balances in proportion to such balances, until their positive Adjusted Capital Account Balances have been reduced to zero. To the extent that any Losses are allocated pursuant to this paragraph, Profits shall will thereafter be allocated in reverse order of such allocations of Losses to the extent of such Losses. (vd) The allocation of Profits and Losses to any Partner Member shall be deemed to be an allocation to that Partner Member of the same proportionate part of each separate item of taxable income, gain, loss, deduction or credit that comprises such Profits and Losses. (e) To the extent a Member is imputed income for federal income tax purposes (including as a result of services provided pursuant to section 14.1, there will be a gross deduction allocation to such Member in the amount of such imputed income.

Rules of Application. (ia) Profits and Losses and other items of income, gain, loss and deduction shall be allocated to the Partners Members in accordance with the portion of the year during which the Partners Members have held their respective interests. All items of income, loss and deduction shall be considered to have been earned ratably over the period of the fiscal year Fiscal Year of the PartnershipCompany, except that (Ai) gains and losses arising from the disposition of a sets assets shall be taken into account as of the date thereof, and (Bii) with the consent of the General Partner Board of Managers and all affected parties, the preceding items may be allocated by using an “interim closing of the books” method. (ii) In the event the Partnership is entitled to a deduction for interest imputed under any provision of the Code on any loan or advance from a Partner (whether such interest is currently deducted, capitalized or amortized), such deduction shall be allocated solely to such Partner. (iiib) To the extent any payments in the nature of fees paid to a Partner Member are finally determined to be distributions to a Partner Member for federal income tax purposes, there will be a gross income allocation to such Partner Member in the amount of such distribution. (ivc) Losses shall may not be allocated to any Partner Member to the extent that such allocation would result in a deficit in its Adjusted Capital Account Balance while any other Partner Member continues to have a positive Adjusted Capital Account Balance; in such event Losses shall will first be allocated to Partners Members with positive Adjusted Capital Account Balances in proportion to such balances, until their positive Adjusted Capital Account Balances have been reduced to zero. To the extent that any Losses are allocated pursuant to this paragraph, Profits shall will thereafter be allocated in reverse order of such allocations of Losses to the extent of such Losses. (vd) The allocation of Profits and Losses to any Partner Member shall be deemed to be an allocation to that Partner Member of the same proportionate part of each separate item of taxable income, gain, loss, deduction or credit that comprises such Profits and Losses. (e) To the extent that a Member is imputed income for federal income tax purposes, the Board of Managers may specially allocate to such Member any Company deduction resulting from such deemed payment, as the Board of Managers determines to be appropriate and consistent with the requirements of Code Section 704(b) and the Treasury Regulations thereunder.

Rules of Application. (i) Profits and Losses and other items of income, gain, loss and deduction shall be allocated to the Partners in accordance with the portion of the year during which the Partners have held their respective interests. All items of income, loss and deduction shall be considered to have been earned ratably over the period of the fiscal year of the Partnership, except that (A) gains and losses arising from the disposition of a sets assets shall be taken into account as of the date thereof, and (B) with the consent of the General Partner and all affected parties, the preceding items may be allocated by using an “interim closing of the books” method. (ii) In the event the Partnership is entitled to a deduction for interest imputed under any provision of the Code on any loan or advance from a Partner (whether such interest is currently deducted, capitalized or amortized), such deduction shall be allocated solely to such Partner. (iii) To the extent any payments in the nature of fees paid to a Partner are finally determined to be distributions to a Partner for federal income tax purposes, there will be a gross income allocation to such Partner in the amount of such distribution. (iv) Losses shall not be allocated to any Partner to the extent that such allocation would result in a deficit in its Adjusted Capital Account Balance while any other Partner continues to have a positive Adjusted Capital Account Balance; in such event Losses shall first be allocated to Partners with positive Adjusted Capital Account Balances in proportion to such balances, until their positive Adjusted Capital Account Balances have been reduced to zero. To the extent that any Losses are allocated pursuant to this paragraph, Profits shall thereafter be allocated in reverse order of such allocations of Losses to the extent of such Losses. (v) The allocation of Profits and Losses to any Partner shall be deemed to be an allocation to that Partner of the same proportionate part of each separate item of taxable income, gain, loss, deduction or credit that comprises such Profits and Losses. (vi) Any deductions for amortization of intangibles contributed by a Partner shall be specially allocated to the contributing Partner.