Common use of Allocation of Net Income and Net Loss Clause in Contracts

Allocation of Net Income and Net Loss. (a) For each fiscal year of the Company, after adjusting each Member’s Capital Account for all capital contributions and distributions during such fiscal year and all special allocations pursuant to Section 7.3 with respect to such fiscal year: (i) All Net Income shall be allocated among the Members in the following order of priority: (A) first, to the Members in proportion to, and to the extent of, any deficit balances in their respective Capital Accounts until all such Capital Accounts have been restored to zero; (B) second, after giving effect to the allocations made pursuant to Section 7.2(a)(i)(A) and any special allocations pursuant to Section 7.3, to PC Member until its Capital Account balance is equal to the sum of (a) the Priority Amount (determined after any allocations to PC Member under Section 7.3), (b) any unpaid Base Preferred Return and (c) any unpaid Additional Preferred Return; and (C) third, after giving effect to the allocations made pursuant to Sections 7.2(a)(i)(A) and 7.2(a)(i)(B), to the Members in accordance with their Percentage Interests. (ii) All Net Loss shall be allocated among the Members in the following order of priority: (A) first, to the Members in accordance with their Percentage Interests until TCG Member’s Capital Account is reduced to zero; (B) second, after giving effect to the allocations made pursuant to Section 7.2(a)(ii)(A) and any special allocations pursuant to Section 7.3, to PC Member until its Capital Account balance is reduced to zero; and (C) third, after giving effect to the allocations made pursuant to Sections 7.2(a)(ii)(A) and 7.2(a)(ii)(B), to the Members in accordance with their Percentage Interests. (b) Each allocation in this Article VII shall consist of a proportionate amount of the ordinary income and capital gains of the Company for the year, provided, that, in making allocations of depreciation recapture under Section 1245 or 1250 of the Code, unrecaptured Section 1250 gain under Section 1(h) of the Code, or similar items, principles consistent with those of Treasury Regulations Section 1.1245-1(e) shall be followed such that amounts treated as ordinary income shall be allocated first to the Member that was allocated the related ordinary deduction.

Allocation of Net Income and Net Loss. (a) For each fiscal year of the Company5.2.1. Subject to Sections 5.3 and 5.7, after adjusting each Member’s Capital Account for all capital contributions and distributions during such fiscal year and all special allocations pursuant to Section 7.3 with respect to such fiscal year: (i) All Net Income shall be allocated to the Members as follows: (a) First, ten percent (10%) to the Managing Member and ninety percent (90%) to the Unitholders, until the Net Income allocated pursuant to this Section 5.2.1 (a) for the current year and all prior fiscal years equals the cumulative Net Loss allocated to the Members pursuant to Section 5.2.2(b) for all prior fiscal years (pro rata among the Members in proportion to their share of the following order of priority:Net Loss being offset); and (Ab) firstNext, to the Members in the same proportion to, and as Net Cash Flow from Operations or Net Sales Proceeds were distributed to the extent ofMembers pursuant to Sections 6.1.1 and 6.1.2 for the current year and all prior fiscal years, exclusive of any deficit balances in their respective Distributions representing a return of Invested Capital Accounts until all such Capital Accounts have been restored to zero; (B) second, after giving effect to the allocations made Contributions pursuant to Section 7.2(a)(i)(A) and any special 6.1.2(i), until such time as the allocations of Net Income pursuant to this Section 7.3, 5.2.1(b) for the current year and all prior fiscal years equal such Distributions for the current year and all prior fiscal years (pro rata among the Members in proportion to PC Member until its Capital Account balance is equal to the sum their share of (a) the Priority Amount (determined after any allocations to PC Member under Section 7.3such Distributions), (b) any unpaid Base Preferred Return and (c) any unpaid Additional Preferred Return; and (Cc) thirdThe balance, after giving effect if any, fifty percent (50%) to the allocations made pursuant Managing Member and fifty percent (50%) to the Unitholders. 5.2.2. Subject to Sections 7.2(a)(i)(A) 5.3 and 7.2(a)(i)(B)5.7, to the Members in accordance with their Percentage Interests. (ii) All Net Loss shall be allocated as follows: (a) First, fifty percent (50%) to Managing Member and fifty percent (50%) to the Unitholders until the Net Loss allocated pursuant to this Section 5.2.2(a) for the current year and all prior fiscal years equals the cumulative Net Income allocated to the Members pursuant to Section 5.2.1(c) for all prior fiscal years (pro rata among the Members in proportion to their share of the following order of priority: (A) first, to the Members in accordance with their Percentage Interests until TCG Member’s Capital Account is reduced to zero; (B) second, after giving effect to the allocations made pursuant to Section 7.2(a)(ii)(A) and any special allocations pursuant to Section 7.3, to PC Member until its Capital Account balance is reduced to zeroNet Income being offset); and (Cb) thirdThe balance, after giving effect if any, ten percent (10%) to the allocations made pursuant to Sections 7.2(a)(ii)(AManaging Member and ninety percent (90%) and 7.2(a)(ii)(B), to the Members in accordance with their Percentage InterestsUnitholders. (b) Each allocation in this Article VII shall consist of a proportionate amount of the ordinary income and capital gains of the Company for the year, provided, that, in making allocations of depreciation recapture under Section 1245 or 1250 of the Code, unrecaptured Section 1250 gain under Section 1(h) of the Code, or similar items, principles consistent with those of Treasury Regulations Section 1.1245-1(e) shall be followed such that amounts treated as ordinary income shall be allocated first to the Member that was allocated the related ordinary deduction.

Allocation of Net Income and Net Loss. (a) For each fiscal year of Except as otherwise provided in Sections 4.2(b) through (h), Net Income and Net Loss shall be allocated to the Company, after adjusting each Member’s Capital Account for all capital contributions and distributions during such fiscal year and all special allocations pursuant to Section 7.3 with respect to such fiscal yearMembers as follows: (i) All First, Net Income shall be allocated to offset in reverse order any Net Loss allocated in the current period and in all prior periods that have not previously been offset under this Section 4.2; (ii) Next, Net Income shall be allocated 70% to HXBM and 30% to Camden until such time as HXBM has received total cumulative distributions (excluding any Tax Distributions) that equal HXBM’s initial Capital Contribution; (iii) Next, Net Income shall be allocated among the all Members in the following order of priority:proportion to their respective Percentage Interests; (Aiv) firstIn the event of a Net Loss, the Net Loss shall be allocated first as necessary to offset in reverse order any Net Income allocated in the current and all prior periods that have not previously been offset or distributed to the Members; (v) Next, any Net Loss shall be allocated among all Members in proportion to their respective Percentage Interests. *** Confidential treatment requested (b) If there is a net decrease in Company Minimum Gain during a Company taxable year, each Member shall be specially allocated items of income and gain for such year (and, if necessary, for subsequent years) in proportion to, and to the extent of, an amount equal to the portion of such Member’s share of the net decrease in Company Minimum Gain during such year (which share of such net decrease shall be determined under Treasury Regulations Section 1.704-2(g)(2)). It is intended that this Section 4.2(b) shall constitute a “minimum gain chargeback” described in Treasury Regulations Section 1.704-2(f). (c) If there is a net decrease during a Company taxable year in the Minimum Gain Attributable to a Member Nonrecourse Debt (as determined under Treasury Regulations Section 1.704-2(i)(3)), any deficit balances Member with a share of Minimum Gain Attributable to such Member Nonrecourse Debt at the beginning of such year shall be specially allocated items of income and gain for such year (and, if necessary, for subsequent years) in proportion to, and to the extent of, an amount equal to the portion of such Member’s share of the net decrease in Minimum Gain Attributable to such Member Nonrecourse Debt (as determined under Treasury Regulations Section 1.704-2(g)(2)) during such year. It is intended that this Section 4.2(c) shall constitute a “minimum gain chargeback” described in Treasury Regulations Section 1.704-2(i)(4). (d) Items of Company loss, deduction or Section 705(a)(2)(B) Expenditure that are attributable to a Member Nonrecourse Debt (“Member Nonrecourse Deductions”) shall be allocated among the Members who bear the Economic Risk of Loss for such Member Nonrecourse Debt. This provision is to be interpreted in a manner consistent with the requirements of Treasury Regulations Section 1.704-2(i)(1). (e) The Nonrecourse Deductions for each taxable year shall be allocated among the Members in proportion to their respective Percentage Interest. (f) In the event that any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible. This provision is intended to be a “qualified income offset” described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and is to be interpreted in a manner consistent therewith. (g) To the extent that an adjustment to the adjusted tax basis of any Company Property pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Treasury Regulations Section 1.704-(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts until all as a result of a distribution to a Member, the amount of such adjustment to the Capital Accounts have been restored shall be treated as an item of gain (if the adjustment increases the basis of the Company Property) or loss (if the adjustment decreases the basis of the Company Property), and such gain or loss shall be allocated to zero;the Members in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4), as the case may be. *** Confidential treatment requested (Bh) secondIn the event that any item of Company income, after gain, loss, deduction or Section 705(a)(2)(B) Expenditure is allocated pursuant to Sections 4.2(b) through (g), subsequent items of Company income, gain, loss, deduction or Section 705(a)(2)(B) Expenditure (as determined for purposes of computing Net Income or Net Loss) shall, to the extent consistent with Sections 4.2(b) through (g), be allocated between the Members so as to eliminate as quickly as possible on a proportionate basis, with respect to each Member, any disparity between (i) the sum of (x) such Member’s Capital Account balance and (y) such Member’s share of Company Minimum Gain and Minimum Gain Attributable to Member Nonrecourse Debts determined in accordance with Treasury Regulations Section 1.704-2(g) and (i)(5) and (ii) the Capital Account which such Member would have had if all Company Minimum Gain and Minimum Gain Attributable to any Member Nonrecourse Debt had been realized and all allocations of Net Income and Net Loss had been made pursuant to Section 4.2(a) (without giving effect to the allocations made reference therein to Sections 4.2(b) through (h)). (i) In the event that the Percentage Interest of the Members shall change pursuant to Section 7.2(a)(i)(A) and any special allocations pursuant to Section 7.3the terms of this Agreement, to PC Member until its Capital Account balance is equal to there shall be an interim closing of the sum books of the Company as of the close of the day of such change (a) the Priority Amount (determined after any allocations to PC Member under Section 7.3“Interest Change Date”), (b) any unpaid Base Preferred Return and (c) any unpaid Additional Preferred Return; and (C) third, after giving effect to . The Net Income or Net Loss of the allocations made pursuant to Sections 7.2(a)(i)(A) and 7.2(a)(i)(B), Company for the period ending on the Interest Change Date shall be allocated to the Members in accordance with their respective Percentage Interests. (ii) All Interest in effect prior to the Interest Change Date. The Net Income or Net Loss of the Company for any period commencing after the Interest Change Date shall be allocated among the Members in the following order of priority: (A) first, to the Members in accordance with their respective Percentage Interests until TCG Member’s Capital Account Interest in effect after the Interest Change Date. Notwithstanding the foregoing, if the Interest Change Date is reduced to zero; (B) second, after giving effect to not the allocations made pursuant to Section 7.2(a)(ii)(A) and any special allocations pursuant to Section 7.3, to PC Member until its Capital Account balance is reduced to zero; and (C) third, after giving effect to the allocations made pursuant to Sections 7.2(a)(ii)(A) and 7.2(a)(ii)(B), to the Members in accordance with their Percentage Interests. (b) Each allocation in this Article VII shall consist last day of a proportionate amount of the ordinary income and capital gains month, Net Income or Net Loss of the Company for the year, provided, that, month in making allocations of depreciation recapture under Section 1245 or 1250 which the Interest Change Date occurs shall be prorated on a daily basis between the portion of the Code, unrecaptured Section 1250 gain under Section 1(h) month ending on the Interest Change Date and the remainder of the Code, or similar items, principles consistent with those of Treasury Regulations Section 1.1245-1(e) shall be followed such that amounts treated as ordinary income shall be allocated first to the Member that was allocated the related ordinary deductionmonth.

Allocation of Net Income and Net Loss. Except as provided in Section 4.2, the Partnership’s Net Income or Net Loss, as the case may be, and each item of income, loss and deduction entering into the computation thereof, for each Fiscal Year (or portion thereof) shall be allocated as follows: (a) For each fiscal year of the Company, after adjusting each Member’s Capital Account Net Income for all capital contributions and distributions during such fiscal year and all special allocations pursuant to Section 7.3 with respect to such fiscal yearFiscal Year (or portion thereof) shall be allocated as follows: (i) All first, an amount of such Net Income to the Partners in proportion to their Class B Amounts until each Partner has been allocated an amount equal to the excess of (x) the aggregate Class B Preferred Returns with respect to such Partner for such Fiscal Year (or portion thereof) and for all prior Fiscal Years over (y) the aggregate amount previously allocated to such Partner pursuant to this Section 4.l(a)(i); (ii) second, an amount of such Net Income equal to the excess of (x) all Net Loss previously allocated to the General Partner pursuant to Section 4.1(b)(iii) over (y) all Net Income previously allocated to the General Partner pursuant to this Section 4.1(a)(ii) shall be allocated among the Members in the following order of priority: (A) first, to the Members in proportion to, and to the extent of, any deficit balances in their respective Capital Accounts until all such Capital Accounts have been restored to zeroGeneral Partner; (Biii) secondthird, after giving effect an amount of such Net Income equal to the allocations made excess of (x) all Net Loss previously allocated to the Partners pursuant to Section 7.2(a)(i)(A4.1(b)(ii) and any special allocations over (y) all Net Income previously allocated to the Partners pursuant to this Section 4.1(a)(iii) shall be allocated to the Partners in proportion to each Partner’s share (based on Net Loss previously allocated to such Partner pursuant to Section 7.34.1(b)(ii) and Net Income previously allocated to such Partner pursuant to this Section 4.1(a)(iii)) of such excess of (x) over (y); (iv) fourth, to PC Member until its Capital Account balance is an amount of such Net Income equal to the sum excess of (ax) all Net Loss previously allocated to the Priority Amount Partners pursuant to Section 4.1(b)(i) over (determined after any allocations y) all Net Income previously allocated to PC Member under the Partners pursuant to this Section 7.34.1(a)(iv) shall be allocated to the Partners in proportion to each Partner’s share (based on Net Loss previously allocated to such Partner pursuant to Section 4.1(b)(i) and Net Income previously allocated to such Partner pursuant to this Section 4.1(a)(iv), ) of such excess of (bx) any unpaid Base Preferred Return and over (c) any unpaid Additional Preferred Returny); and (Cv) third, after giving effect to the allocations made pursuant to Sections 7.2(a)(i)(A) and 7.2(a)(i)(B)remaining amount of such Net Income, to the Members Partners in accordance with their Percentage Interests. (ii) All Net Loss shall be allocated among the Members in the following order of priority: (A) first, proportion to the Members in accordance with their Percentage Interests until TCG Member’s Capital Account is reduced to zero; (B) second, after giving effect to the allocations made pursuant to Section 7.2(a)(ii)(A) and any special allocations pursuant to Section 7.3, to PC Member until its Capital Account balance is reduced to zero; and (C) third, after giving effect to the allocations made pursuant to Sections 7.2(a)(ii)(A) and 7.2(a)(ii)(B), to the Members in accordance with their Percentage Interests. (b) Each allocation Net Loss for such Fiscal Year (or portion thereof) shall be allocated as follows: (i) first, to the Partners that have made Class C Capital Contributions, in this Article VII shall consist proportion to their Percentage Interests, until the Adjusted Capital Account balance of a proportionate each Partner equals the sum of such Partner’s Class B Liquidation Amount; (ii) second, to the Partners that have made Class B Capital Contributions, in proportion to their Adjusted Capital Account balances, until each Partner’s Adjusted Capital Account balance is equal to zero; and (iii) the remaining amount of such Net Loss (other than any partnership nonrecourse deductions (within the ordinary income and capital gains of the Company for the year, provided, that, in making allocations of depreciation recapture under Section 1245 or 1250 of the Code, unrecaptured Section 1250 gain under Section 1(h) of the Code, or similar items, principles consistent with those meaning of Treasury Regulations Section 1.1245§ 1.704-1(e2(c)) shall be followed such that amounts treated as ordinary income shall be allocated first and any partner nonrecourse deductions (within the meaning of Treasury Regulations § 1.704-2(i)(2)) to the Member that was allocated the related ordinary deductionGeneral Partner.

Allocation of Net Income and Net Loss. (a) For Net Income (or Net Loss) of the Partnership shall be determined annually at the end of each fiscal year of in accordance with the Company, after adjusting each Member’s accounting methods followed by the Partnership for federal income tax purposes and shall thereafter be allocated among the Partners and credited to (or debited from) their respective Capital Account for all capital contributions and distributions during such fiscal year and all special allocations pursuant to Section 7.3 with respect to such fiscal yearAccounts as follows: (i) All Net Income shall be allocated among the Members in the following order of priorityas follows: (A) first, if on a cumulative basis the General Partner has had Net Loss previously allocated to it in excess of Net Income previously allocated to it, then to the Members in proportion to, and General Partner to the extent of, any deficit balances in their respective Capital Accounts until all of such Capital Accounts have been restored to zeroexcess; (B) second, after giving effect to the allocations made pursuant General Partner up to Section 7.2(a)(i)(A) and any special allocations pursuant to Section 7.3, to PC Member until its Capital Account balance is an amount equal to the sum of (a) the Priority Amount (determined after any allocations to PC Member under Section 7.3), (b) any unpaid Base Preferred Return and (c) any unpaid Additional Preferred Net Fixed Return; and; (C) third, after giving effect if on a cumulative basis the Limited Partners have had Net Loss previously allocated to the allocations made pursuant them in excess of Net Income previously allocated to Sections 7.2(a)(i)(A) and 7.2(a)(i)(B)them, to the Members in accordance with their Percentage InterestsLimited Partners to the extent of such excess; and (D) fourth, any remaining Net Income shall be allocated 90% to the Limited Partners and 10% to the General Partner. (ii) All Net Loss of the Partnership shall be allocated among the Members in the following order of priorityas follows: (A) first, 90% to the Members Limited Partners and 10% to the General Partner in accordance with their Percentage Interests until TCG Member’s Capital Account is reduced an amount equal to zerothe excess, if any, of (x) the cumulative Net Income previously allocated to the Partners pursuant to clause (i)(D) above over (y) the cumulative Net Loss previously allocated to the Partners pursuant to this clause (ii)(A); (B) second, after giving effect 100% to the allocations made pursuant to Section 7.2(a)(ii)(A) and any special allocations pursuant to Section 7.3, to PC Member Limited Partners until its the Limited Partners' Capital Account balance is Accounts are reduced to zero; and (C) third, after giving effect 100% to the allocations made pursuant General Partner. Net Income and Net Loss allocated to Sections 7.2(a)(ii)(A) and 7.2(a)(ii)(B), to Limited Partners will be apportioned among the Members in accordance with their Percentage InterestsLimited Partners based upon Limited Partnership Percentages. (bi) Each allocation Notwithstanding anything else contained in this Article VII VI, (A) no item of deduction or loss shall consist be allocated to a Partner to the extent the allocation would cause a negative balance in such Partner's Capital Account (after taking into account the adjustments, allocations and distributions described in Treasury Regulation 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) except to the extent of a proportionate amount amounts that such Partner is required to reimburse to the Partnership under Section 17-607(b) of the ordinary income Delaware Act or any successor provision or otherwise by law, but rather such item of deduction or loss shall be allocated, first, to those Limited Partners with positive Capital Account balances, pro rata in proportion to such balances, and capital gains then to the General Partner; and (B) if, during any fiscal period of the Company Partnership, any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit in such Partner's Capital Account balance (as defined for purposes of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and as determined after all other allocations provided for in this Section 6.01 have been tentatively made as if this Section 6.01(b)(i)(B) were not in this Agreement), there shall be allocated to such Partner a pro rata portion of each item of Partnership income, including gross income, and gain for such year in an amount and manner sufficient to eliminate such Partner's deficit Capital Account balance as quickly as possible. To the year, provided, that, in making allocations of depreciation recapture extent possible and consistent with the Treasury Regulations under Section 1245 or 1250 704 of the Code, unrecaptured any special allocation of items of income or gain pursuant to this Section 1250 gain under Section 1(h) of the Code, or similar items, principles consistent with those of Treasury Regulations Section 1.1245-1(e6.01(b)(i) shall be followed taken into account in computing subsequent allocations pursuant to this Section 6.01 and offset through specially allocated items with the objective that the cumulative net amount of all items allocated to each Partner may be equal to the amount that would have been allocated to such that amounts treated as ordinary income Partner if there had never been any allocation pursuant to this paragraph. (ii) The General Partner shall be specially allocated first organizational expenses to the Member that was allocated the related ordinary deductionextent borne by it under Section 4.02 hereof. (c) No Limited Partner's Capital Account will be credited with interest.

Allocation of Net Income and Net Loss. (a) For each fiscal year A. After giving effect to the Regulatory Allocations set forth in Section 5.5 of the Company, after adjusting each Member’s Capital Account for all capital contributions this Agreement and distributions during such fiscal year and all special allocations pursuant subject to Section 7.3 with respect to such fiscal year5.4B., Net Income or Net Loss for each Annual Period shall be allocated as follows: (1) Any Net Income shall be allocated: (i) All First, to the Partners, in an amount sufficient to reverse, without duplication, the cumulative amount of any Net Losses allocated to the Partners in the current and all prior Annual Periods, first pursuant to the proviso after Section 5.4A.(2)(iv) of this Agreement, and second pursuant to Section 5.4A.(2)(iv) of this Agreement, allocated to each Partner in the reverse order and in proportion to the allocation of such Net Losses to such Partner; (ii) Second, to the Partners, until the aggregate Net Income allocated to the Partners in the current and all prior Annual Periods pursuant to this Section 5.4A.(1)(ii) (taking into account allocated Net Losses reversing such Net Income) equals the sum of (x) the then balance in their Preferential Return Accounts plus (y) all distributions previously made to such Partners and charged against their Preferential Return Accounts; (iii) Third, (a) fifty percent (50%) to the Partners, pro rata in accordance with their Base Percentages and (b) fifty percent (50%) to the General Partner until the General Partner has received in the current and all prior Annual Periods allocations of Net Income under this Section 5.4A.(1)(iii)(b) equal to twenty percent (20%) of the cumulative allocations of Net Income of the Partnership made pursuant to Section 5.4A.(1)(ii) and made or being made pursuant to this Section 5.4A.(1)(iii) (taking into account allocated Net Losses reversing such Net Income), in the current and all prior Annual Periods; and (iv) Thereafter, all remaining Net Income shall be allocated among (a) eighty percent (80%) to the Members Partners, pro rata in accordance with their respective Base Percentages and (b) twenty percent (20%) to the following order of priorityGeneral Partner. (2) Any Net Losses shall be allocated: (Ai) firstFirst, (a) eighty percent (80%) to the Partners, and (b) twenty percent (20%) to the General Partner to reverse, without duplication, the cumulative amount of Net Income allocated under Section 5.4A.(1)(iv) of this Agreement in the current and all prior Annual Periods; (ii) Second, (a) fifty percent (50%) to the Partners and (b) fifty percent (50%) to the General Partner to reverse, without duplication, the cumulative amount of Net Income allocated under Section 5.4A.(1)(iii) of this Agreement in the current and all prior Annual Periods; (iii) Third, to the Members in proportion toPartners to reverse, and to without duplication, the extent of, any deficit balances in their respective Capital Accounts until all such Capital Accounts have been restored to zero; (B) second, after giving effect to the allocations made pursuant to Section 7.2(a)(i)(A) and any special allocations pursuant to Section 7.3, to PC Member until its Capital Account balance is equal to the sum cumulative amount of (a) the Priority Amount (determined after any allocations to PC Member Net Income allocated under Section 7.3), (b5.4A.(1)(ii) any unpaid Base Preferred Return of this Agreement in the current and (c) any unpaid Additional Preferred Returnall prior Annual Periods; and (Civ) thirdThereafter, after giving effect any remaining Net Loss to the allocations made pursuant to Sections 7.2(a)(i)(A) and 7.2(a)(i)(B)Partners, to the Members pro rata in accordance with their Percentage Interests. (ii) All respective Base Percentages; provided, however, that Net Loss shall will not be allocated among the Members to any Partner if such Net Loss would result in the following order of priority: (A) first, to the Members in accordance with their Percentage Interests until TCG Member’s or increase an Adjusted Capital Account is reduced Deficit with respect to zero; (B) secondsuch Partner, after giving effect to the allocations made pursuant to Section 7.2(a)(ii)(A) and any special allocations pursuant Net Loss that cannot be allocated to Section 7.3, to PC Member until its Capital Account balance is reduced to zero; and (C) third, after giving effect to the allocations made pursuant to Sections 7.2(a)(ii)(A) and 7.2(a)(ii)(B), to the Members in accordance with their Percentage Interests. (b) Each allocation in any Partner as a result of this Article VII shall consist of a proportionate amount of the ordinary income and capital gains of the Company for the year, provided, that, in making allocations of depreciation recapture under Section 1245 or 1250 of the Code, unrecaptured Section 1250 gain under Section 1(h) of the Code, or similar items, principles consistent with those of Treasury Regulations Section 1.1245-1(e) shall be followed such that amounts treated as ordinary income proviso shall be allocated first to the Member that was allocated Capital Accounts of the related ordinary deductionother Partners in proportion to the amounts allocable without causing or increasing an Adjusted Capital Account Deficit and then one hundred percent (100%) to the General Partner.

Allocation of Net Income and Net Loss. Except as provided in Section 4.2, the Partnership’s Net Income or Net Loss, as the case may be, and each item of income, loss and deduction entering into the computation thereof, for each Fiscal Year (or portion thereof) shall be allocated as follows: (a) For each fiscal year of the Company, after adjusting each Member’s Capital Account Net Income for all capital contributions and distributions during such fiscal year and all special allocations pursuant to Section 7.3 with respect to such fiscal yearFiscal Year (or portion thereof) shall be allocated as follows: (i) All first, an amount of such Net Income shall to the Class D Partners in an amount equal to the excess of (x) the cumulative amount of the Class D Preferred Return for all Fiscal Years over (y) the cumulative Net Income allocated to the Class D Partners pursuant to this Section 4.1(a)(i) for all prior Fiscal Years, such amount for any Fiscal Year to be allocated among the Members Class D Partners in proportion to the following order amount of priority:the excess calculated under this first allocation of Net Income with respect to a particular Class D Partner for such Fiscal Year bears to the aggregate excess calculated under this first allocation for all Class D Partners for such Fiscal Year; and then (Aii) firstsecond, an amount of such Net Income to the Class B Partner in an amount equal to the excess of (x) the cumulative amount of the Class B Preferred Return for all Class B Fiscal Years over (y) the cumulative Net Income allocated to the Class B Partner pursuant to this Section 4.1(a)(ii) for all prior Class B Fiscal Years; and then (iii) third, an amount of such Net Income to the Class D Partners in an amount equal to the excess, if any, of (i) the cumulative Net Losses allocated pursuant to Section 4.1(b)(iv) for all prior Fiscal Years, over (ii) the cumulative Net Income allocated pursuant to this third allocation of Net Income for all prior Fiscal Years, such amount for any Fiscal Year to be allocated among the Class D Partners in proportion to the amount of the excess calculated under this third allocation of Net Income with respect to a particular Class D Partner for such Fiscal Year bears to the aggregate excess calculated under this third allocation for all Class D Partners for such Fiscal Year; and then (iv) fourth, an amount of such Net Income to the Class B Partners in an amount equal to the excess, if any, of (i) the cumulative Net Losses allocated pursuant to Section 4.1(b)(iii) for all prior Fiscal Years, over (ii) the cumulative Net Income allocated pursuant to this fourth allocation of Net Income for all prior Fiscal Years; and then (v) fifth, an amount of such Net Income to the General Partner in an amount equal to the excess, if any, of (i) the cumulative Net Losses allocated pursuant to Section 4.1(b)(vi) for all prior Fiscal Years, over (ii) the cumulative Net Income allocated pursuant to this fifth allocation of Net Income for all prior Fiscal Years beginning after January 1, 2007; and then (vi) sixth, an amount of such Net Income to the Class C Partners in an amount equal to the excess, if any, of (i) the cumulative Net Losses allocated pursuant to Section 4.1(b)(v) for all prior Fiscal Years, over (ii) the cumulative Net Income allocated pursuant to this sixth allocation of Net Income for all prior Fiscal Years, such amount for any Fiscal Year to be allocated among the Class C Partners in proportion to the amount of the excess calculated under this sixth allocation of Net Income with respect to a particular Class C Partner for such Fiscal Year bears to the aggregate excess calculated under this sixth allocation for all Class C Partners for such Fiscal Year; and then (vii) seventh, an amount of such Net Income to the Class C Partners and the Class D Partners in an amount equal to the excess, if any, of (i) the cumulative Net Losses allocated pursuant to Section 4.1(b)(ii) for all prior Fiscal Years, over (ii) the cumulative Net Income allocated pursuant to this seventh allocation of Net Income for all prior Fiscal Years, such amount for any Fiscal Year to be allocated among those Partners 99% to the Class C Partners and 1% to the Class D Partners, and among each such Class in proportion to their respective Class C Amounts and Class D Amounts; and then (viii) any remaining amount of such Net Income, to the Members Partners in proportion to, and to the extent of, any deficit balances in their respective Capital Accounts until all such Capital Accounts have been restored to zero; (B) second, after giving effect to the allocations made pursuant to Section 7.2(a)(i)(A) and any special allocations pursuant to Section 7.3, to PC Member until its Capital Account balance is equal to the sum of (a) the Priority Amount (determined after any allocations to PC Member under Section 7.3), (b) any unpaid Base Preferred Return and (c) any unpaid Additional Preferred Return; and (C) third, after giving effect to the allocations made pursuant to Sections 7.2(a)(i)(A) and 7.2(a)(i)(B), to the Members in accordance with their Percentage Interests. (iib) All Net Loss for such Fiscal Year (or portion thereof) shall be allocated among the Members in the following order of priorityas follows: (Ai) first, an amount of such Net Loss to the Members Partners in accordance with an amount equal to the excess, if any, of (i) the cumulative Net Income allocated pursuant to Section 4.1(a)(viii) for all prior Fiscal Years, over (ii) the cumulative Net Loss allocated pursuant to this first allocation of Net Loss for all prior Fiscal Years in proportion to the cumulative Net Income allocated among such Partners under Section 4.1(a)(viii); and then (ii) second, an amount of such Net Loss 99% to the Class C Partners and 1% to the Class D Partners, and among each such Class in proportion to their Percentage Interests respective Class C Amounts and Class D Amounts, until TCG Member’s the Tax Capital Account balance of at least two Class C Partners is reduced to zero; and then (iii) third, an amount of such Net Loss to the Class B Partner until the Class B Tax Capital Account balance of the Class B Partner is reduced to zero; (Biv) secondfourth, after giving effect to the allocations made pursuant Class D Partners in proportion to Section 7.2(a)(ii)(A) and any special allocations pursuant to Section 7.3their respective Class D Amounts, to PC Member until its the Class D Tax Capital Account balance of each of the Class D Partners is reduced to zero; (v) fifth, to the Class C Partners in proportion to their respective Class C Amounts, until the Class C Tax Capital Account balance of each of the Class C Partners is reduced to zero; and (Cvi) thirdsixth, after giving effect any remaining amount of such Net Loss to the allocations made pursuant to Sections 7.2(a)(ii)(A) and 7.2(a)(ii)(B), to the Members in accordance with their Percentage InterestsGeneral Partner. (b) Each allocation in this Article VII shall consist of a proportionate amount of the ordinary income and capital gains of the Company for the year, provided, that, in making allocations of depreciation recapture under Section 1245 or 1250 of the Code, unrecaptured Section 1250 gain under Section 1(h) of the Code, or similar items, principles consistent with those of Treasury Regulations Section 1.1245-1(e) shall be followed such that amounts treated as ordinary income shall be allocated first to the Member that was allocated the related ordinary deduction.

Allocation of Net Income and Net Loss. The Partnership shall allocate Net Income and Net Loss among the Partners and Holders, and adjust their respective Capital Account Balances, as provided in this paragraph. B.04.1 Except as otherwise provided in this Exhibit B, the Partnership shall allocate the Net Income of the Partnership to the Partners as follows: (a) For each fiscal year first, in the same manner, to the same extent and in reverse chronological order of the Company, after adjusting each Member’s Capital Account aggregate Net Loss previously allocated to the Holders until the aggregate Net Income allocated pursuant to this subpart for all capital contributions and distributions during such this fiscal year and for all special allocations pursuant to Section 7.3 with respect to such previous fiscal year: (i) All years equals the aggregate Net Income shall be Loss allocated among the Members in the following order of priority: (A) first, to the Members in proportion to, and to the extent of, any deficit balances in their respective Capital Accounts until during all such Capital Accounts have been restored to zero; (B) second, after giving effect to the allocations made pursuant to Section 7.2(a)(i)(A) and any special allocations pursuant to Section 7.3, to PC Member until its Capital Account balance is equal to the sum of (a) the Priority Amount (determined after any allocations to PC Member under Section 7.3), (b) any unpaid Base Preferred Return and (c) any unpaid Additional Preferred Returnprevious years; and (Cb) thirdthereafter, after giving effect one percent (1%) to each General Partner and the balance to the allocations made Holders of Units, as a group. B.04.2 The Partnership shall allocate the Net Loss of the Partnership to the Partners as follows: (a) first, one percent (1%) to each General Partner and the balance to the Holders of Units, as a group, until the aggregate Net Loss allocated pursuant to Sections 7.2(a)(i)(Athis subpart for this fiscal year and for all previous fiscal years equals the aggregate Net Income allocated during all previous years pursuant to subpart (b) of Paragraph B.04.1; (b) second, one percent (1%) to each General Partner and 7.2(a)(i)(B)the balance to the Holders of Units, to be reallocated among the Members Holders in proportion to and in accordance with their Percentage Interests. (ii) All Net Loss shall be allocated among the Members in the following order of priority: (A) first, to the Members in accordance with their Percentage Interests until TCG Member’s positive Capital Account is Balances, until the Capital Account Balances of all Holders are reduced to zero; (Bc) secondthird, after giving effect one percent (1%) to each General Partner and the balance to the allocations made pursuant to Section 7.2(a)(ii)(A) and any special allocations pursuant to Section 7.3Holders of Units, to PC Member until its be reallocated among the Holders in proportion to and in accordance with their positive Adjusted Capital Account balance is Balances, until the Adjusted Capital Account Balances of all Holders are reduced to zero; and (Cd) thirdthereafter, after giving effect to the allocations made pursuant to Sections 7.2(a)(ii)(A) and 7.2(a)(ii)(B), to the Members in accordance with their Percentage Interests. (b) Each allocation in this Article VII shall consist of a proportionate amount of the ordinary income and capital gains of the Company for the year, provided, that, in making allocations of depreciation recapture under Section 1245 or 1250 of the Code, unrecaptured Section 1250 gain under Section 1(h) of the Code, or similar items, principles consistent with those of Treasury Regulations Section 1.1245-1(e) shall be followed such that amounts treated as ordinary income any additional Net Loss shall be allocated first pro rata among the General Partners. B.04.3 Notwithstanding any other provision of this Agreement, no losses arising from any tort liability of the Partnership shall be allocated to any Limited Partner if such allocation would create a deficit in such Limited Partner's Capital Account Balance, even if such allocation would not create a deficit in the Member that was allocated the related ordinary deductionLimited Partner's Adjusted Capital Account Balance.

Allocation of Net Income and Net Loss. (a) For each fiscal year Except as provided in Section 3.9(b), items of the Company, after adjusting each Member’s Capital Account for all capital contributions and distributions during such fiscal year and all special allocations pursuant to Section 7.3 with respect to such fiscal year: (i) All Net Income and Net Loss in each Fiscal Year shall be allocated among the Members in a manner such that the following order Capital Account of priority: (A) firsteach Member, to the Members in proportion to, and to the extent of, any deficit balances in their respective Capital Accounts until all such Capital Accounts have been restored to zero; (B) second, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the allocations amount of the distribution that would be made pursuant to Section 7.2(a)(i)(Asuch Member if (i) the Company were dissolved and any special allocations pursuant to Section 7.3terminated, to PC Member until its Capital Account balance is (ii) the affairs of the Company were wound up and each Company asset was sold for cash equal to its fair market value (except that any Company asset actually sold during the sum current year shall be treated as sold for the actual proceeds of (a) the Priority Amount (determined after any allocations to PC Member under Section 7.3sale), (biii) any unpaid Base Preferred Return all Company liabilities were satisfied and (civ) any unpaid Additional Preferred Return; and (C) third, after giving effect to the allocations made pursuant to Sections 7.2(a)(i)(A) and 7.2(a)(i)(B), net assets of the Company were distributed to the Members in accordance with Section 3.13 immediately after giving effect to such allocation. To the extent that any loss or deduction otherwise allocable to a Member would cause such Member to have an Adjusted Capital Account Deficit as of the end of the Fiscal Year to which such loss or deduction relates, such loss or deduction shall instead be allocated to the other Member(s) in proportion to positive Capital Account balances, until their Capital Accounts are all reduced to zero, then the remainder shall be allocated by Percentage InterestsInterest. (b) Prior to making any allocations pursuant to Section 3.9(b), items of Company income and loss shall be allocated in the following order and priority: (i) if there is a net decrease in Partnership Minimum Gain during any Fiscal Year, there shall be allocated to each Member (before any other allocation provided by this Article 3 is made) items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Partnership Minimum Gain, determined in accordance with regulations Sections 1.704-2(g)(1) and (2). The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f). This Section 3.9(b)(i) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) All Net Loss if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Fiscal Year, there shall be allocated among to each Member (before any other allocation provided by this Article 3 is made, other than an allocation made pursuant to Section 3.9(b)(i) above) items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt (as defined in the Regulations), determined in accordance with Regulations Section 1.704-2(i). The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i). This Section 3.9(b)(ii) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i) and shall be interpreted consistently therewith. (iii) In the event in any Fiscal Year any Member has an Adjusted Capital Account Deficit resulting from an unexpected adjustment, allocation or distribution described in Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such Fiscal Year) shall be specially allocated to such Member in an amount and manner sufficient to eliminate as quickly as possible such Member’s Adjusted Capital Account Deficit without creating or increasing an Adjusted Capital Account Deficit of any other Member. If more than one of the Members has an Adjusted Capital Account Deficit resulting from such unexpected adjustment, allocation or distribution described in Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, items of Company income and gain shall be allocated to the Members having Adjusted Capital Account Deficits in proportion to their respective Adjusted Capital Account Deficits. This Section 3.9(b)(iii) is intended to constitute a “qualified income offset” under Regulations Section 1.704I(b)(2)(ii)(d). (iv) In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year which is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company gross income and gain in an amount and manner sufficient to eliminate such excess as quickly as possible. (v) To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section. (vi) Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to the Members in the following order of priority:same ratio as Net Income for such Fiscal Year or other period is allocated among the Members. (Avii) first, Partner Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to the Members who bear the economic risk of loss with respect to the loan to which such item of deduction is attributable. This Section 3.9(b)(vii) is intended to comply with the provisions of Regulations Section 1.704-2(i) and shall be interpreted in accordance with their Percentage Interests until TCG Member’s Capital Account is reduced to zero;therewith. (Bviii) secondTo the extent that any Company expenditure, after giving effect including, but not limited to, any management or other fee paid to an Affiliate of MHG or SWA, is disallowed as a deduction for purposes of computing the Company’s taxable income under Code Section 704 and instead is treated as a distribution to the allocations made payee pursuant to Code Section 731(a), then there shall be a special allocation of Company items of income to the payee (of an Affiliate thereof) in an amount equal to the amount of the payments received so treated as a distribution pursuant to Section 7.2(a)(ii)(A) and any special allocations pursuant to Section 7.3, to PC Member until its Capital Account balance is reduced to zero; and (C) third, after giving effect to the allocations made pursuant to Sections 7.2(a)(ii)(A) and 7.2(a)(ii)(B731(a), to the Members in accordance with their Percentage Interests. (b) Each allocation in this Article VII shall consist of a proportionate amount of the ordinary income and capital gains of the Company for the year, provided, that, in making allocations of depreciation recapture under Section 1245 or 1250 of the Code, unrecaptured Section 1250 gain under Section 1(h) of the Code, or similar items, principles consistent with those of Treasury Regulations Section 1.1245-1(e) shall be followed such that amounts treated as ordinary income shall be allocated first to the Member that was allocated the related ordinary deduction.