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

Allocation of Net Income and Net Loss. (a) Except as otherwise provided in Sections 4.2(b) through (h), Net Income and Net Loss shall be allocated to the Members as follows: (i) 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 all Members in proportion to their respective Percentage Interests; (iv) In 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 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 as a result of a distribution to a Member, 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 Company Property) or loss (if the adjustment decreases the basis of the Company Property), and such gain or loss shall be allocated to 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 (h) In the event that any item of Company income, 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 reference therein to Sections 4.2(b) through (h)). (i) In the event that the Percentage Interest of the Members shall change pursuant to the terms of this Agreement, there shall be an interim closing of the books of the Company as of the close of the day of such change (the “Interest Change Date”). The Net Income or Net Loss of the Company for the period ending on the Interest Change Date shall be allocated to the Members in accordance with their respective Percentage 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 to the Members in accordance with their respective Percentage Interest in effect after the Interest Change Date. Notwithstanding the foregoing, if the Interest Change Date is not the last day of a month, Net Income or Net Loss of the Company for the month in which the Interest Change Date occurs shall be prorated on a daily basis between the portion of the month ending on the Interest Change Date and the remainder of such month.

Allocation of Net Income and Net Loss. (a) 3.1.1 Except as is may be expressly provided otherwise provided in Sections 4.2(b) through (h)this Article III, Net Income and Net Loss shall be allocated subject to the Members as follows: (iprovisions of Sections 704(b) First, Net Income shall be allocated to offset in reverse order any Net Loss allocated in and 704(c) of 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 all Members in proportion to their respective Percentage Interests; (iv) In the event of a Net LossCode, 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 for each fiscal 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 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 accordance with their respective Percentage InterestInterests. The parties hereto understand and agree that, due to the application of Section 704(b) of the Code, it is possible that the Net Loss of the Company (or items of loss of the Company) that would otherwise have been allocated to the Members in accordance with their respective Percentage Interests will instead be allocated in a disproportionate manner (each such disproportionate allocation to a Member being referred to herein as a "Disproportionate Loss Allocation" and collectively as the "Disproportionate Loss Allocations"). In that event, the Members intend, to the extent possible, that all such 1. Accordingly, the Managers are hereby authorized and directed to make offsetting allocations of the Company's income, gain, loss or deduction under this Section 3.1.1 in whatever manner the Managers determine is appropriate so that, after such offsetting special allocations are made, the Capital Accounts of the Members are, to the extent possible, equal to the Capital Accounts each would have had if the Disproportionate Loss Allocations had not been made. (f) 3.1.2 In the event that any Member unexpectedly receives has a deficit balance in the Member's Capital Account at the end of any adjustmentsfiscal year which is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to this Agreement, allocations or distributions described in and (ii) the amount such Member is deemed obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-1(b)(2)(ii)(d)(42(g)(1) and 1.704-2(i)(5), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), each such Member shall be specifically allocated 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 CodeRegulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions excess 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 , provided that 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 as a result of a distribution to a Member, 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 Company Property) or loss (if the adjustment decreases the basis of the Company Property), and such gain or loss shall be allocated to 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 (h) In the event that any item of Company Company's subsequent income, gain, losslosses, 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), deductions and credits shall be allocated between among the Members so as to eliminate achieve as quickly nearly 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 results that would have had been achieved 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 this Section 4.2(a) (without giving effect to the reference therein to Sections 4.2(b) through (h))3. (i) In the event that the Percentage Interest of the Members shall change pursuant to the terms of this Agreement, there shall be an interim closing of the books of the Company as of the close of the day of such change (the “Interest Change Date”). The Net Income or Net Loss of the Company for the period ending on the Interest Change Date shall be allocated to the Members in accordance with their respective Percentage 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 to the Members in accordance with their respective Percentage Interest in effect after the Interest Change Date. Notwithstanding the foregoing, if the Interest Change Date is not the last day of a month, Net Income or Net Loss of the Company for the month in which the Interest Change Date occurs shall be prorated on a daily basis between the portion of the month ending on the Interest Change Date and the remainder of such month.

Allocation of Net Income and Net Loss. (a) Except After taking into account the special allocations in Section 6.02, and subject to Section 6.01(b), for each Fiscal Period, except as otherwise provided in Sections 4.2(b) through (h)this Agreement, Net Income and Net Loss shall be allocated to the Members as follows: (i) 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 all Members in proportion to their respective Percentage Interests; (iv) In 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 ofnecessary, an amount equal to the portion individual items of such Member’s share income, gain, loss or deduction) 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 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 a manner such that the Capital Account balance of each Member, immediately after making such allocations, is, as nearly as possible, equal to their respective Percentage Interest. (fi) In the event Distributions 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 would be specially allocated made 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(b13.03(c) or Code Section 743(b) is requiredif the Company were dissolved, pursuant its affairs wound up and its assets sold for cash equal 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 as their Book Value (except that Company Assets actually sold during a result of a distribution to a Member, the amount of such adjustment to the Capital Accounts Fiscal Period shall be treated as an item of gain (if sold for the adjustment increases the basis of the Company Property) or loss (if the adjustment decreases the basis of the Company Propertyconsideration received therefor), and such gain or loss shall be allocated to 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 all Company liabilities were satisfied (h) In the event that any item of Company income, 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, limited with respect to each MemberNonrecourse Liability to the Book Value of the assets securing such liability), any disparity between and the net assets of the Company were Distributed, in accordance with Section 13.03(c), to the Members immediately after making such allocations, minus (i) the sum of (x) such Member’s Capital Account balance and (yii) 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 Minimum Gain, computed immediately prior to the hypothetical sale of assets. Solely for purposes of allocating Net Income and Net Loss had been made pursuant to Section 4.2(a) (without giving effect and to the reference therein to Sections 4.2(b) through extent applicable, individual items of income, gain, loss and deduction), all outstanding Restricted Incentive Units shall be treated as Unrestricted Incentive Units (h)). (i) In the event that the Percentage Interest of the Members and therefore, shall change pursuant to the terms be treated as outstanding for purposes of this Agreement, there shall be an interim closing of the books of the Company as of the close of the day of such change (the “Interest Change Date”). The Net Income or Net Loss of the Company for the period ending on the Interest Change Date and shall be allocated to a share of the Members Company’s Net Income (and items of income and gain) and Net Loss (and items of loss and deduction) in accordance with their respective Percentage Interest in effect prior this Article VI); provided that, if a Member’s Restricted Incentive Units are forfeited and the Company has made a Safe Harbor Election that applies to the Interest Change Date. The forfeited Restricted Incentive Units, the Net Income or (and items of income and gain) and Net Loss (and items of loss and deduction) arising in the Company for any period commencing after Fiscal Period in which the Interest Change Date forfeiture occurs shall be allocated in compliance with applicable IRS guidance with respect to Safe Harbor Elections. (b) To the extent any allocation of Net Loss for any Fiscal Period would cause a Member to have an Adjusted Capital Account Deficit, those Net Losses shall be specially allocated to the other Members who have positive Capital Account balances pro rata until their Capital Accounts are reduced to zero, and any remaining Net Losses will be allocated to each Member in accordance with their respective Percentage Interest in effect after the Interest Change Date. Notwithstanding the foregoing, if the Interest Change Date is not the last day relative number of a month, Net Income or Net Loss of the Company for the month in which the Interest Change Date occurs shall be prorated on a daily basis between the portion of the month ending on the Interest Change Date and the remainder of Units held by such monthMember.

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) Except as otherwise provided in Sections 4.2(b) through (h), Net Income and Net Loss for such Fiscal Year (or portion thereof) shall be allocated to the Members as follows: (i) Firstfirst, 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 Class D Partners in proportion to offset in reverse order any Net Loss allocated in the current period and in all prior periods that have not previously been offset amount of the excess calculated under this Section 4.2;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 (ii) Nextsecond, an amount of such Net Income shall be 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 70% to HXBM the Class B Partner pursuant to this Section 4.1(a)(ii) for all prior Class B Fiscal Years; 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;then (iii) Nextthird, an amount of such Net Income shall 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 Members 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 Partners in proportion to their Percentage Interests. (b) Net Loss for such Fiscal Year (or portion thereof) shall be allocated as follows: (i) first, an amount of such Net Loss to the Partners in 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 respective Class C Amounts and Class D Amounts, until 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; (iv) In the event of a Net Lossfourth, 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 MembersClass D Partners in proportion to their respective Class D Amounts, until the Class D Tax Capital Account balance of each of the Class D Partners is reduced to zero; (v) Nextfifth, any Net Loss shall be allocated among all Members to the Class C Partners in proportion to their respective Percentage Interests. *** Confidential treatment requestedClass C Amounts, until the Class C Tax Capital Account balance of each of the Class C Partners is reduced to zero; and (bvi) 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))sixth, any 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 as a result of a distribution to a Member, the remaining amount of such adjustment Net Loss to the Capital Accounts 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 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 (h) In the event that any item of Company income, 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 reference therein to Sections 4.2(b) through (h))General Partner. (i) In the event that the Percentage Interest of the Members shall change pursuant to the terms of this Agreement, there shall be an interim closing of the books of the Company as of the close of the day of such change (the “Interest Change Date”). The Net Income or Net Loss of the Company for the period ending on the Interest Change Date shall be allocated to the Members in accordance with their respective Percentage 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 to the Members in accordance with their respective Percentage Interest in effect after the Interest Change Date. Notwithstanding the foregoing, if the Interest Change Date is not the last day of a month, Net Income or Net Loss of the Company for the month in which the Interest Change Date occurs shall be prorated on a daily basis between the portion of the month ending on the Interest Change Date and the remainder of such month.

Allocation of Net Income and Net Loss. (a) The Members agree to treat Chaparral as a partnership and the Members as partners thereof for Federal income tax purposes and shall file all tax returns accordingly. For purposes of this Article IV, cumulative Net Income and items of income or gain and cumulative Net Losses and items of deduction or loss shall include all such items of Net Income and Net Losses and all income, gain, loss and deduction as were allocated to the respective Members for the period beginning from January 1, 2000 through the end of the relevant Allocation Period. Except as otherwise provided in Sections 4.2(b) through (h)this Article IV, Chaparral's Net Income or Net Loss, as the case may be, and Net Loss each item of income, gain, loss and deduction entering into the computation thereof, for each Allocation Period ending prior to the earlier of (x) the day immediately following the ▇▇▇▇-to-Market Measurement Date and (y) the commencement of the Earn-Out Period, shall be allocated to the Members as follows: (ia) First, Net Income. Net Income shall be allocated to offset in reverse order any Net Loss allocated in the following order and priority: (i) First, 100% to the Class B Members in an amount equal to the excess, if any, of (i) the cumulative items of deduction or loss allocated to the Class B Members pursuant to Section 4.4(a)(i) for the current period and in all prior periods that have not previously been offset under Allocation Periods, excluding for this purpose, items of Depreciation attributable to Closing Costs or Additional Financing Costs, to the extent capitalized, over (ii) the cumulative Net Income allocated to the Class B Members pursuant to this Section 4.24.1(a)(i) for all prior Allocation Periods; (ii) NextSecond, Net Income shall be allocated 70100% to HXBM the Class A Member in an amount equal to the excess, if any, of (i) the cumulative Net Losses and 30% items of deduction or loss allocated to Camden until such time as HXBM has received total the Class A Member pursuant to Section 4.1(b)(iii) for the current and all prior Allocation Periods, over (ii) the cumulative distributions (excluding any Tax DistributionsNet Fifth Amended and Restated Chaparral LLC Agreement Chaparral LLC Agreement Income allocated to the Class A Member pursuant to this Section 4.1(a)(ii) that equal HXBM’s initial Capital Contributionfor all prior Allocation Periods; (iii) NextThird, 100% to the Class B Members in an amount equal to the excess, if any, of (x) the cumulative Net Losses and items of deduction or loss allocated to the Class B Members pursuant to Section 4.1(b)(iv) for the current and all prior Allocation Periods, over (y) the cumulative Net Income shall be allocated among to the Class B Members pursuant to this Section 4.1(a)(iii) for all Members in proportion to their respective Percentage Interestsprior Allocation Periods; (iv) In the event of a Net LossFourth, 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 80% to the Members;Class A Member and 20% to the Class B Members until the Class A Member's Capital Account Balance is an amount which if distributed with respect to the Limestone Equity PIK Component at the time the allocation is made would produce an IRR of 21% with respect to the Limestone Equity PIK Component; and (v) NextFifth, 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 1% to the extent of, an amount equal Class A Member and 99% 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)Class B Members. (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 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 as a result of a distribution to a Member, 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 Company Property) or loss (if the adjustment decreases the basis of the Company Property), and such gain or loss shall be allocated to 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 (h) In the event that any item of Company income, 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 reference therein to Sections 4.2(b) through (h)). (i) In the event that the Percentage Interest of the Members shall change pursuant to the terms of this Agreement, there shall be an interim closing of the books of the Company as of the close of the day of such change (the “Interest Change Date”). The Net Income or Net Loss of the Company for the period ending on the Interest Change Date shall be allocated to the Members in accordance with their respective Percentage 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 to the Members in accordance with their respective Percentage Interest in effect after the Interest Change Date. Notwithstanding the foregoing, if the Interest Change Date is not the last day of a month, Net Income or Net Loss of the Company for the month in which the Interest Change Date occurs shall be prorated on a daily basis between the portion of the month ending on the Interest Change Date and the remainder of such month.

Allocation of Net Income and Net Loss. (a) Except as otherwise provided in Sections 4.2(b) through (hSection 3.9(b), items of Net Income and Net Loss in each Fiscal Year shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount of the distribution that would be made to such Member if (i) the Company were dissolved and terminated, (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 current year shall be treated as sold for the actual proceeds of the sale), (iii) all Company liabilities were satisfied and (iv) the 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 Members as followsother 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 Interest. (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) 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 all Members in proportion to their respective Percentage Interests; (iv) In 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 if there is a net decrease in Company Partnership Minimum Gain during a Company taxable yearany Fiscal Year, there shall be allocated to each Member shall be specially allocated (before any other allocation provided by this Article 3 is made) items of Company 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 Partnership Minimum Gain during such year Gain, determined in accordance with regulations Sections 1.704-2(g)(1) and (which share of such net decrease 2). The items to be so allocated 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 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. (cii) If if there is a net decrease during a Company taxable year in the Partner Nonrecourse Debt Minimum Gain Attributable to a Member Nonrecourse Debt (as determined under Treasury Regulations Section 1.704-2(i)(3))during any Fiscal Year, any Member with a share of Minimum Gain Attributable to such Member Nonrecourse Debt at the beginning of such year there shall be specially allocated 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, 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 Partner Nonrecourse Debt Minimum Gain Attributable attributable to such Member Partner Nonrecourse Debt (as defined in the Regulations), determined under Treasury in accordance with Regulations Section 1.704-2(g)(22(i)) during such year. It is intended that this Section 4.2(c) The items to be so allocated shall constitute a “minimum gain chargeback” described be determined in Treasury accordance with Regulations Section 1.704-2(i)(42(i). (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 Section 3.9(b)(ii) is intended to be interpreted in a manner consistent comply with the requirements of Treasury minimum gain chargeback requirement in Regulations Section 1.704-2(i)(1)2(i) and shall be interpreted consistently therewith. (e) The Nonrecourse Deductions for each taxable year shall be allocated among the Members in proportion to their respective Percentage Interest. (fiii) In the event that in any Fiscal Year any Member unexpectedly receives any adjustmentshas an Adjusted Capital Account Deficit resulting from an unexpected adjustment, allocations allocation or distributions distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(5) or 1.704-1(b)(2)(ii)(d)(6)(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 eliminateeliminate 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, to the extent required by the Treasury Regulations promulgated under allocation or distribution described in Section 704(b1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the CodeRegulations, items of Company income and gain shall be allocated to the deficit balance, if any, in its Members having Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possibleDeficits in proportion to their respective Adjusted Capital Account Deficits. This provision Section 3.9(b)(iii) is intended to be constitute a “qualified income offset” described in Treasury under Regulations Section 1.704-1(b)(2)(ii)(d) and is to be interpreted in a manner consistent therewith1.704I(b)(2)(ii)(d). (giv) 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 Property asset 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)(41(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution to a MemberAccounts, 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 Company Propertyasset) or loss (if the adjustment decreases the basis of the Company Property), such basis) and such gain or loss shall be allocated to the Members in accordance a manner consistent 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 (h) In the event that any item of Company income, gain, loss, deduction or Section 705(a)(2)(B) Expenditure is allocated manner in which their Capital Accounts are required to be adjusted 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 reference therein to Sections 4.2(b) through (h))Section. (ivi) In the event that the Percentage Interest of the Members shall change pursuant to the terms of this Agreement, there shall be an interim closing of the books of the Company as of the close of the day of such change (the “Interest Change Date”). The Net Income Nonrecourse Deductions for any Fiscal Year or Net Loss of the Company for the other period ending on the Interest Change Date shall be allocated to the Members in accordance with their respective Percentage Interest in effect prior to the Interest Change Date. The same ratio as Net Income for such Fiscal Year or Net Loss of other period is allocated among the Company Members. (vii) Partner Nonrecourse Deductions for any Fiscal Year or other period commencing after the Interest Change Date 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 respective Percentage Interest therewith. (viii) To the extent that any Company expenditure, 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 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 effect after an amount equal to the Interest Change Date. Notwithstanding the foregoing, if the Interest Change Date is not the last day of a month, Net Income or Net Loss amount of the Company for the month in which the Interest Change Date occurs shall be prorated on payments received so treated as a daily basis between the portion of the month ending on the Interest Change Date and the remainder of such monthdistribution pursuant to Section 731(a).

Allocation of Net Income and Net Loss. (a) Except as otherwise provided in Sections 4.2(b) through (h)Section V.3, for each taxable year or period, Net Income and Net Loss (other than Share Gains, if any) shall be allocated to the Members as follows:other than the Managing Member until each has recovered an amount equal to its contributions of cash to the Company and then to the Members pro rata to their contributions of cash and cash equivalents, including the Managing Member to the extent it shall have contributed cash which has not been previously returned. (ib) First, Net Income Share Gains from the sale or exchange or other disposition of the Shares (“Share Gains”) shall be allocated eighty percent (80%) to offset the Members not including the Managing Member ,pro rata 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 all Members in proportion to accordance with their respective Percentage Interests; , and twenty percent (iv20%) In to the event Managing Member, representing its Carried Interest. The intention is, absent changes necessitated by Section 5.3, that Percentage Interests shall be calculated in such a way that allocations to Members, other than the Managing Member, of a Net LossShare Gains track as closely as possible to the pro rata percentages of the Shares contributed by each Member divided by the Shares contributed by all such Members, the Net Loss shall be allocated first as necessary purpose and intent being to offset in reverse order any Net Income allocated allocate and distribute Share Gains to each Member in the current amounts which such Member would have realized if it had personally sold, exchanged or disposed of the Shares it contributed. The Managing Member may, in its sole and all prior periods that have absolute discretion, make such other assumptions (whether or not previously been offset consistent with the above assumptions) as it deems necessary or distributed appropriate in order to effectuate the intended economic arrangements of 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 In case of ambiguity, inconsistencies by other deficiencies in, between and/or among any of the Minimum Gain Attributable to a Member Nonrecourse Debt (as determined under Treasury Regulations provisions of this Section 1.704-2(i)(3))5.2, any Member with a share of Minimum Gain Attributable to such Member Nonrecourse Debt at Sections 5.3, 5.4 and 5.5, the beginning of such year allocations schedule shall be specially allocated items of income and gain for interpreted in such year (and, if necessary, for subsequent years) a way as to comply as closely as possible with the Waterfall set forth 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).Exhibit B. (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 as a result of a distribution to a Member, 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 Company Property) or loss (if the adjustment decreases the basis of the Company Property), and such gain or loss Net Losses shall be allocated to the Members other than the Managing Member 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 requestedtheir respective Percentage Interests. (he) In Calculations and allocations of Net Income, Net Loss and Share Gains shall be made by the event that accountants regularly employed by the Company or such other person who may keep the books and records of the Company as requested by the Managing Member, but at least annually and in conformity with the current requirements of the Internal Revenue Code. For the avoidance of doubt, in case of any item ambiguity resulting from unforeseen contingencies, (guidance is supplied by the numerical examples in Exhibit D. (f) Net Income and Net Loss and items of Company income, gain, loss, deduction or Section 705(a)(2)(B) Expenditure is allocated pursuant to Sections 4.2(b) through (g), subsequent items of credit for any year in which a Member transfers his interest in the 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), shall be allocated divided between the Members so transferring Member and his transferee as necessary to eliminate reflect the interests of each as quickly as possible on a proportionate basis, with respect to each Member, any disparity between (i) the sum of (x) Member during 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 reference therein to Sections 4.2(b) through (h))year. (ig) Notwithstanding the provisions of Section 5.2(d), the Net Loss allocated under Section V.2(d) for any Fiscal Year to a Member shall not exceed the maximum amount of Net Loss that can be so allocated without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Year. In the event that the Percentage Interest some, but not all, of the Members shall change pursuant would have had Adjusted Capital Account Deficits as a consequence of any allocation of Net Loss under Section V.2(d) (determined without regard to this Section V.2(g)), the terms of limitation set forth in this Agreement, there Section V.2(g) shall be an interim closing applied on a Member by Member basis so as to allocate the maximum permissible amount of Net Loss to each Member under Section 1.704-1(b)(2)(ii)(d) of the books Treasury Regulations. All Net Loss in excess of the Company as of the close of the day of such change (the “Interest Change Date”). The Net Income or Net Loss of the Company for the period ending on the Interest Change Date limitation set forth in this Section V.2(g) shall be allocated to the Members who do not have Adjusted Capital Account Deficits, based on the manner in accordance which they would share the economic risk of loss with their respective Percentage Interest in effect prior respect to such Net Loss, determined by applying applicable Treasury Regulations to the Interest Change Date. The Net Income or Net Loss provisions of this Agreement relating to Capital Contributions and cash distributions, any loan agreements to which the Company is a party, and any other agreements which affect a Member’s economic risk of loss for any period commencing after the Interest Change Date shall be allocated to the Members in accordance with their respective Percentage Interest in effect after the Interest Change Date. Notwithstanding the foregoing, if the Interest Change Date is not the last day of a month, Net Income or Net Loss of the Company for the month in which the Interest Change Date occurs shall be prorated on a daily basis between the portion of the month ending on the Interest Change Date and the remainder of such monthliabilities.

Allocation of Net Income and Net Loss. (a) 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 Sections 4.2(b) through (h)this Exhibit B, the Partnership shall allocate the Net Income of the Partnership to the Partners as follows: (a) first, in the same manner, to the same extent and in reverse chronological order of the aggregate Net Loss previously allocated to the Holders until the aggregate Net Income allocated pursuant to this subpart for this fiscal year and for all previous fiscal years equals the aggregate Net Loss allocated during all previous years; and (b) thereafter, one percent (1%) to each General Partner and the balance to the 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 this 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 the balance to the Holders of Units, to be reallocated among the Holders in proportion to and in accordance with their positive Capital Account Balances, until the Capital Account Balances of all Holders are reduced to zero; (c) third, one percent (1%) to each General Partner and the balance to the Holders of Units, to be reallocated among the Holders in proportion to and in accordance with their positive Adjusted Capital Account Balances, until the Adjusted Capital Account Balances of all Holders are reduced to zero; and (d) thereafter, any additional Net Loss shall be allocated to pro rata among the Members as follows:General Partners. (i) FirstB.04.3 Notwithstanding any other provision of this Agreement, Net Income no losses arising from any tort liability of the Partnership shall be allocated to offset any Limited Partner if such allocation would create a deficit in reverse order any Net Loss allocated such Limited Partner's Capital Account Balance, even if such allocation would not create a deficit 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 all Members in proportion to their respective Percentage Interests; (iv) In 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 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 Limited Partner's 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 therewithBalance. (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 as a result of a distribution to a Member, 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 Company Property) or loss (if the adjustment decreases the basis of the Company Property), and such gain or loss shall be allocated to 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 (h) In the event that any item of Company income, 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 reference therein to Sections 4.2(b) through (h)). (i) In the event that the Percentage Interest of the Members shall change pursuant to the terms of this Agreement, there shall be an interim closing of the books of the Company as of the close of the day of such change (the “Interest Change Date”). The Net Income or Net Loss of the Company for the period ending on the Interest Change Date shall be allocated to the Members in accordance with their respective Percentage 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 to the Members in accordance with their respective Percentage Interest in effect after the Interest Change Date. Notwithstanding the foregoing, if the Interest Change Date is not the last day of a month, Net Income or Net Loss of the Company for the month in which the Interest Change Date occurs shall be prorated on a daily basis between the portion of the month ending on the Interest Change Date and the remainder of such month.

Allocation of Net Income and Net Loss. After giving effect to the special allocations set forth in Section 7.2 hereof, Net Income or Net Loss shall be allocated among the Partners as follows: (a) Except as otherwise provided Net Income for any Fiscal Year shall be allocated first to the Partners until the cumulative amount of Net Income allocated pursuant to this Section 7.1(a) is equal to the cumulative amount of Net Loss allocated to the Partners pursuant to Section 7.1(b) hereof for all prior periods (without duplication) in Sections 4.2(b) through (h)reverse order to which prior Net Loss was allocated. Thereafter, Net Income and shall be allocated to the Partners in accordance with their Percentage Interests. (b) Net Loss for any Fiscal Year shall be allocated first, to the extent Net Income has been allocated pursuant to Section 7.1(a) hereof for any prior Fiscal Year (pro rata among the Partners in proportion to their share of the Net Income being offset); provided that to the extent any allocations of Net Income are offset pursuant to this Section, such allocations shall be disregarded for purposes of computing subsequent allocations pursuant to this Section 7.1(b). Thereafter, Net Loss shall be allocated to the Members as follows:Partners in accordance with their Percentage Interests. (ic) FirstNotwithstanding the provisions of Section 7.1(b), 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 all Members in proportion to their respective Percentage Interests; (iv) In the event no amount of a Net Loss, the Net Loss shall be allocated first as necessary to offset any Partner if such allocation would cause or increase a deficit balance in reverse order any Net Income allocated in such Partner's Capital Account, after adjusting such Capital Account for 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)1(b)(2)(ii)(d)(4),(5), any 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 years6) 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 therein and increasing such 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 as a result of a distribution to a Member, 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 Company Property) or loss (if the adjustment decreases the basis of the Company Property), and such gain or loss shall be allocated to 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 (h) In the event that any item of Company income, 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 Partner's share of Company Partnership Minimum Gain and Minimum Gain Attributable to Member Partner Nonrecourse Debts determined in accordance with Treasury Regulations Section 1.704-2(g) and (i)(5) and (ii) the Capital Account which Debt, if any. Rather, 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 reference therein to Sections 4.2(b) through (h)). (i) In the event that the Percentage Interest of the Members shall change pursuant to the terms of this Agreement, there shall be an interim closing of the books of the Company as of the close of the day of such change (the “Interest Change Date”). The Net Income or Net Loss of the Company for the period ending on the Interest Change Date shall be allocated to the Members in accordance with their respective Percentage Interest in effect prior General Partner and, to the Interest Change Date. The extent Losses have been so allocated, then, notwithstanding Section 7.1(a), subsequent Net Income or Net Loss of the Company for any period commencing after the Interest Change Date shall be allocated one hundred percent (100%) to the Members in accordance with their respective Percentage Interest in effect after General Partner until the Interest Change Date. Notwithstanding the foregoing, if the Interest Change Date is not the last day aggregate amount of a month, Net Income or allocated under this Section 7.1(c) for the current Fiscal Year and all previous Fiscal Years is equal to the aggregate amount of Net Loss of allocated to the Company for the month in which the Interest Change Date occurs shall be prorated on a daily basis between the portion of the month ending on the Interest Change Date and the remainder of such monthGeneral Partner under this Section 7.1(c).

Allocation of Net Income and Net Loss. Except as provided in Section 4.2, the Company'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 shall be allocated as follows: (a) Except as otherwise provided in Sections 4.2(b) through (h), Net Income and Net Loss for such Fiscal Year shall be allocated to the Members as follows: (i) First, Net Income arising out of each Loan shall be allocated to offset in reverse order any the Members to the extent of their respective Return on such Mortgage Loan at the time such Net Loss allocated in the current period and in all prior periods that have not previously been offset under this Section 4.2;Income is earned. (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 all Members in proportion to their respective Percentage Interests; (iv) In the event of a Net Loss, the or Net Loss shall be allocated first as necessary to offset in reverse order any Net Income allocated in the current arising out of cash 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 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 cash equivalents held 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 as a result of a distribution to a Member, 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 Company Property) or loss (if the adjustment decreases the basis of the Company Property), and such gain or loss shall be allocated to 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), the same proportion as the case may be. *** Confidential treatment requested (h) In the event that any item of Company income, gain, loss, deduction or Section 705(a)(2)(B) Expenditure is allocated pursuant Cash Return 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 which such Net Income or Net Loss) shall, to pertains at 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) time 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 is earned or the Net Loss had been made pursuant to Section 4.2(a) (without giving effect to the reference therein to Sections 4.2(b) through (h))is incurred. (iiii) In the event that the Percentage Interest of the Members shall change pursuant Net Income equal to the terms Late Fees and Extensions Fees arising out of this Agreement, there shall be an interim closing of the books of the Company as of the close of the day of such change (the “Interest Change Date”). The Net Income or Net Loss of the Company for the period ending on the Interest Change Date a Loan shall be allocated to the Members in accordance with proportion to their respective Percentage Interest in effect prior to Pro Rata Share of such Loan at the Interest Change Date. The time such Net Income or is earned. (iv) Net Income and Net Loss arising out of the Company for any period commencing after the Interest Change Date Foreclosure Loans shall be allocated to the Members in accordance proportion to their Pro Rata Share of such Foreclosure Loan at the time the Net Income is earned or the Net Loss is incurred. (v) All other Net Income shall be allocated to the Manager and Net Losses not allocated pursuant to clauses (i) through (iii) above shall be allocated to the Manager to the extent of expenses paid by the Manager. (vi) All other Net Losses shall be allocated with their respective Percentage Interest in effect after the Interest Change Date. Net Income previously allocated. (b) Notwithstanding the foregoingprovisions of Sections 4.1 (a) hereof, if in the Interest Change Date is not the last day of a month, Net Income or Net Loss of the Company for the month Fiscal Year in which the Interest Change Date occurs Company is liquidated, the Manager shall be prorated on a daily basis between allocate Net Income, Net Loss and items of income, gain, loss and deduction to the portion extent possible to cause distributions to the Members pursuant to Section 103 of the month ending on Code to equal the Interest Change Date and distributions the remainder of such monthMembers would have received were liquidating distributions effected pursuant to Article V hereof.

Allocation of Net Income and Net Loss. (a) Except For each Fiscal Year (or portion thereof), except as otherwise provided in Sections 4.2(b) through (h)this Agreement, Net Income and Net Loss shall be allocated to the Members as follows: (i) 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 all Members in proportion to their respective Percentage Interests; (iv) In 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 ofnecessary, an amount equal to the portion individual items of such Member’s share income, gain, loss or deduction) 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 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 a manner such that, after giving effect to their respective Percentage Interest. the special allocations set forth in Section B.3, the Capital Account balance of each Member, immediately after making such allocations, is, as nearly as possible, equal to (fi) In the event Distributions 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 would be specially allocated made 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 as a result of a distribution to a Member, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (Article IX if the adjustment increases the basis of the Company Property) or loss were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all Company liabilities were satisfied (if the adjustment decreases the basis of the Company Property), and such gain or loss shall be allocated to 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 (h) In the event that any item of Company income, 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, limited with respect to each MemberNonrecourse Liability to the Book Value of the assets securing such liability), any disparity between and the net assets of the Company were distributed, in accordance with Section IX, to the Members immediately after making such allocations, minus (i) the sum of (x) such Member’s Capital Account balance and (yii) such Member’s share of Company Minimum Gain and Minimum Gain Attributable to Member Nonrecourse Debts determined Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets; provided, however, that for purposes of clause (i) above, each Fiscal Year the Manager shall determine the manner in which Distributions were or will most likely be made to the Members pursuant to Article IX. (b) Except as provided below, no Net Loss shall be allocated to any Member pursuant to Section A.2(a) if the allocation causes the Member to have an Adjusted Capital Account Deficit or increases the Member’s Adjusted Capital Account Deficit. All Net Loss in excess of the limitations set forth in this Section A.2(b) shall be allocated to the other Members until each Member is subject to the limitation of this Section A.2(b), and thereafter, in accordance with Treasury Regulations the Members’ Percentage Interests. If any Net Loss is allocated to a Member because of this Section 1.704-2(g) and (i)(5) and (ii) the Capital Account which such Member would have had if A.2(b), then all Company Minimum Gain and Minimum Gain Attributable to any Member Nonrecourse Debt had been realized and all allocations of subsequent Net Income and Net Loss had been made pursuant to Section 4.2(a) (without giving effect to the reference therein to Sections 4.2(b) through (h)). (i) In the event that the Percentage Interest of the Members shall change pursuant to the terms of this Agreement, there shall be an interim closing of the books of the Company as of the close of the day of such change (the “Interest Change Date”). The Net Income or Net Loss of the Company for the period ending on the Interest Change Date shall be allocated to the Members in accordance with their respective Percentage Interest in effect prior on a pro rata basis based on Net Loss allocated to them pursuant to this Section A.2(b) until each Member has been allocated an amount of Net Income pursuant to this Section A.2(b) equal 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 previously allocated to the Members in accordance with their respective Percentage Interest in effect after the Interest Change Date. Notwithstanding the foregoing, if the Interest Change Date is not the last day of a month, Net Income or Net Loss of the Company for the month in which the Interest Change Date occurs shall be prorated on a daily basis between the portion of the month ending on the Interest Change Date and the remainder of such monththat Member under this Section A.2(b).

Allocation of Net Income and Net Loss. (a) Except as otherwise provided in Sections 4.2(b) through (h)After application of Section 7.4 and Section 7.5, Net Income and Net Loss shall be allocated subject to the Members as follows: (i) 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 other provisions of 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 all Members in proportion to their respective Percentage Interests; (iv) In 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) NextARTICLE VII, any Net Loss shall be allocated among all Members in proportion to their respective Percentage Interests. *** Confidential treatment requested (b) If there is a remaining net decrease in Company Minimum Gain during a Company income or net loss for the 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 Member with a share of Minimum Gain Attributable to such Member Nonrecourse Debt at the beginning of such year shall be specially allocated or 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”thereof) shall be allocated among the Members who bear Partners in such ratio or ratios as may be required to cause the balances of the Partners’ Economic Risk of Loss for such Member Nonrecourse Debt. This provision is Capital Accounts to be interpreted as nearly equal to their Target Capital Accounts (computed after taking into account all distributions with respect to such taxable year and adjusted by such Partner’s share of Investment Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain) as possible, consistent with the provision of Section 7.6. (b) If the General Partner determines in its reasonable discretion that such allocations under this Section 7.2 are necessary to prevent permanent distortions, the allocations provided for under this Section may be made on a prospective basis. (c) Allocations Relating to Investments Held Through Blocker Corporations. Notwithstanding the provisions of Sections 7.2(a) and 7.2(b) hereof: (i) net profit and net loss realized by the Investment Partnership in relation to an Investment held by any Inside Blocker Corporation and costs and expenses attributable to such Inside Blocker Corporation shall be specially allocated among the Inside Blocker Limited Partners that participate in such Inside Blocker Corporation, and net profit and net loss realized by the Investment Partnership in respect of any Investment in an Intermediate Entity held directly by the Investment Partnership shall be specially allocated among the Partners other than such Inside Blocker Limited Partners, in each case in a manner consistent with the requirements provisions of Treasury Regulations Section 1.704-2(i)(1)8.4 hereof. (eii) The Nonrecourse Deductions for each taxable year shall be allocated among if the Members in proportion General Partner has permitted an Outside Blocker Limited Partner to their respective Percentage Interest. (f) In the event that any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations make Capital Contributions with respect to an Investment through a Related Blocker Limited Partner pursuant to Section 1.704-1(b)(2)(ii)(d)(42.9(b), 1.704all net profit and net loss realized by 1051492.09-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially NYCSR02A - MSW the Investment Partnership attributable to the relevant Investment that otherwise would have been 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 as a result of a distribution to a Member, the amount of such adjustment to the Capital Accounts Outside Blocker Limited Partner 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 instead be allocated to 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)applicable Related Blocker Limited Partner, as and the case may be. *** Confidential treatment requested (h) In the event that any item of Company income, 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), Outside Blocker Limited Partner shall not be allocated between the Members so as to eliminate as quickly as possible on a proportionate basis, any net profit or net loss 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 reference therein to Sections 4.2(b) through (h))relevant Investment. (i) In the event that the Percentage Interest of the Members shall change pursuant to the terms of this Agreement, there shall be an interim closing of the books of the Company as of the close of the day of such change (the “Interest Change Date”). The Net Income or Net Loss of the Company for the period ending on the Interest Change Date shall be allocated to the Members in accordance with their respective Percentage 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 to the Members in accordance with their respective Percentage Interest in effect after the Interest Change Date. Notwithstanding the foregoing, if the Interest Change Date is not the last day of a month, Net Income or Net Loss of the Company for the month in which the Interest Change Date occurs shall be prorated on a daily basis between the portion of the month ending on the Interest Change Date and the remainder of such month.