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

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

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

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

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

Allocation of Net Income and Net Loss. (a) For Except as provided in Section V.3, for each fiscal taxable year of the Companyor period, after adjusting each Member’s Capital Account for all capital contributions and distributions during such fiscal year and all special allocations pursuant to Section 7.3 with respect to such fiscal year: (i) All Net Income (other than Share Gains, if any) shall be allocated among the Members in the following order of priority: (A) first, to the Members in proportion toother 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, and including the Managing Member to the extent of, any deficit balances in their respective Capital Accounts until all such Capital Accounts it shall have contributed cash which has not been restored to zero;previously returned. (B) second, after giving effect to the allocations made pursuant to Section 7.2(a)(i)(A) and any special allocations pursuant to Section 7.3, to PC Member until its Capital Account balance is equal to the sum of (a) the Priority Amount (determined after any allocations to PC Member under Section 7.3), (b) any unpaid Base Preferred Return and Share Gains from the sale or exchange or other disposition of the Shares (c“Share Gains”) any unpaid Additional Preferred Return; and shall be allocated eighty percent (C80%) third, after giving effect to the allocations made pursuant to Sections 7.2(a)(i)(A) and 7.2(a)(i)(B), to the Members not including the Managing Member ,pro rata in accordance with their respective Percentage Interests, and twenty percent (20%) to the 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 Share 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 purpose and intent being to allocate and distribute Share Gains to each Member in the 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 absolute discretion, make such other assumptions (whether or not consistent with the above assumptions) as it deems necessary or appropriate in order to effectuate the intended economic arrangements of the Members. (c) In case of ambiguity, inconsistencies by other deficiencies in, between and/or among any of the provisions of this Section 5.2, Sections 5.3, 5.4 and 5.5, the allocations schedule shall be interpreted in such a way as to comply as closely as possible with the Waterfall set forth in Exhibit B. (d) Net Losses shall be allocated to the Members other than the Managing Member in accordance with their respective Percentage Interests. (iie) Calculations and allocations of Net Income, Net Loss and Share Gains shall be made by the 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 ambiguity resulting from unforeseen contingencies, (guidance is supplied by the numerical examples in Exhibit D. (f) Net Income and Net Loss and items of income, gain, loss, deduction or credit for any year in which a Member transfers his interest in the Company shall be divided between the transferring Member and his transferee as necessary to reflect the interests of each as a Member during such year. (g) 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 some, but not all, of the Members 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 limitation set forth in this Section V.2(g) shall be 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 Treasury Regulations. All Net Loss in excess of the limitation set forth in this Section V.2(g) shall be allocated among the Members in the following order of priority: (A) first, 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 Percentage Interests until TCG respect to such Net Loss, determined by applying applicable Treasury Regulations to the 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 Capital Account is reduced to zero; (B) second, after giving effect to the allocations made pursuant to Section 7.2(a)(ii)(A) and any special allocations pursuant to Section 7.3, to PC Member until its Capital Account balance is reduced to zero; and (C) third, after giving effect to the allocations made pursuant to Sections 7.2(a)(ii)(A) and 7.2(a)(ii)(B), to the Members in accordance with their Percentage Interestseconomic risk of loss for Company liabilities. (b) Each allocation in this Article VII shall consist of a proportionate amount of the ordinary income and capital gains of the Company for the year, provided, that, in making allocations of depreciation recapture under Section 1245 or 1250 of the Code, unrecaptured Section 1250 gain under Section 1(h) of the Code, or similar items, principles consistent with those of Treasury Regulations Section 1.1245-1(e) shall be followed such that amounts treated as ordinary income shall be allocated first to the Member that was allocated the related ordinary deduction.

Allocation of Net Income and Net Loss. (a3.1.1 Except is may be expressly provided otherwise in this Article III, and subject to the provisions of Sections 704(b) For and 704(c) of the Code, the Net Income or Net Loss of the Company for each fiscal year of the Company, after adjusting each Member’s Capital Account for all capital contributions and distributions during such fiscal year and all special allocations pursuant to Section 7.3 with respect to such fiscal year: (i) All Net Income Company shall be allocated among the Members in the following order of priority: (A) firstaccordance with their respective Percentage Interests. The parties hereto understand and agree that, due to the Members in proportion toapplication of Section 704(b) of the Code, and to it is possible that the extent of, any deficit balances in their respective Capital Accounts until all such Capital Accounts Net Loss of the Company (or items of loss of the Company) that would otherwise have been restored to zero; (B) second, after giving effect to the allocations made pursuant to Section 7.2(a)(i)(A) and any special allocations pursuant to Section 7.3, to PC Member until its Capital Account balance is equal to the sum of (a) the Priority Amount (determined after any allocations to PC Member under Section 7.3), (b) any unpaid Base Preferred Return and (c) any unpaid Additional Preferred Return; and (C) third, after giving effect to the allocations made pursuant to Sections 7.2(a)(i)(A) and 7.2(a)(i)(B), allocated to the Members in accordance with their respective Percentage InterestsInterests 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. 3.1.2 In the event any Member has a deficit balance in the Member's Capital Account at the end of any fiscal year which is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to this Agreement, and (ii) All Net Loss the amount such Member is deemed obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specifically allocated items of income and gain in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, such excess as quickly as possible, provided that the Company's subsequent income, gain, losses, deductions and credits shall be allocated among the Members in so as to achieve as nearly as possible the following order of priority: (A) first, to the Members in accordance with their Percentage Interests until TCG Member’s Capital Account is reduced to zero; (B) second, after giving effect to the allocations made pursuant to results that would have been achieved if this Section 7.2(a)(ii)(A) and any special allocations pursuant to Section 7.3, to PC Member until its Capital Account balance is reduced to zero; and (C) third, after giving effect to the allocations made pursuant to Sections 7.2(a)(ii)(A) and 7.2(a)(ii)(B), to the Members in accordance with their Percentage Interests3. (b) Each allocation in this Article VII shall consist of a proportionate amount of the ordinary income and capital gains of the Company for the year, provided, that, in making allocations of depreciation recapture under Section 1245 or 1250 of the Code, unrecaptured Section 1250 gain under Section 1(h) of the Code, or similar items, principles consistent with those of Treasury Regulations Section 1.1245-1(e) shall be followed such that amounts treated as ordinary income shall be allocated first to the Member that was allocated the related ordinary deduction.

Allocation of Net Income and Net Loss. (a) For each fiscal year of the Company, after adjusting each Member’s Capital Account for all capital contributions and distributions during such fiscal year and all special allocations pursuant to Section 7.3 with respect to such fiscal year: (i) All Net Income shall be allocated among the Members in the following order of priority: (A) first, to the Members in proportion to, and to the extent of, any deficit balances in their respective Capital Accounts until all such Capital Accounts have been restored to zero; (B) second, after After giving effect to the allocations made pursuant to Section 7.2(a)(i)(A) and any special allocations pursuant to set forth in Section 7.37.2 hereof, to PC Member until its Capital Account balance is equal to the sum of (a) the Priority Amount (determined after any allocations to PC Member under Section 7.3), (b) any unpaid Base Preferred Return and (c) any unpaid Additional Preferred Return; and (C) third, after giving effect to the allocations made pursuant to Sections 7.2(a)(i)(A) and 7.2(a)(i)(B), to the Members in accordance with their Percentage Interests. (ii) All Net Income or Net Loss shall be allocated among the Members in the following order of priorityPartners as follows: (Aa) first, Net Income for any Fiscal Year shall be allocated first to the Members in accordance with their Percentage Interests Partners until TCG Member’s Capital Account the cumulative amount of Net Income allocated pursuant to this Section 7.1(a) is reduced to zero; (B) second, after giving effect equal to the allocations made cumulative amount of Net Loss allocated to the Partners pursuant to Section 7.2(a)(ii)(A7.1(b) and any special allocations pursuant hereof for all prior periods (without duplication) in reverse order to Section 7.3which prior Net Loss was allocated. Thereafter, to PC Member until its Capital Account balance is reduced to zero; and (C) third, after giving effect Net Income shall be allocated to the allocations made pursuant to Sections 7.2(a)(ii)(A) and 7.2(a)(ii)(B), to the Members Partners in accordance with their Percentage Interests. (b) Each allocation 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 Article VII Section, such allocations shall consist be disregarded for purposes of a proportionate computing subsequent allocations pursuant to this Section 7.1(b). Thereafter, Net Loss shall be allocated to the Partners in accordance with their Percentage Interests. (c) Notwithstanding the provisions of Section 7.1(b), no amount of the ordinary income and capital gains of the Company Net Loss shall be allocated to any Partner if such allocation would cause or increase a deficit balance in such Partner's Capital Account, after adjusting such Capital Account for the year, provided, that, items described in making allocations of depreciation recapture under Section 1245 or 1250 of the Code, unrecaptured Section 1250 gain under Section 1(h) of the Code, or similar items, principles consistent with those of Treasury Regulations Section 1.12451.704-1(e1(b)(2)(ii)(d)(4),(5), and (6) shall be followed to the extent required therein and increasing such that amounts treated as ordinary income Capital Account by such Partner's share of Partnership Minimum Gain and Minimum Gain Attributable to Partner Nonrecourse Debt, if any. Rather, such Net Loss shall be allocated first to the Member that was General Partner and, to the extent Losses have been so allocated, then, notwithstanding Section 7.1(a), subsequent Net Income shall be allocated one hundred percent (100%) to the related ordinary deductionGeneral Partner until the aggregate amount of Net Income 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 allocated to the General Partner under this Section 7.1(c).

Allocation of Net Income and Net Loss. (a) For each fiscal year Fiscal Year (or portion thereof), except as otherwise provided in this Agreement, Net Income and Net Loss (and, to the extent necessary, individual items of income, gain, loss or deduction) of the Company, after adjusting each Member’s Capital Account for all capital contributions and distributions during such fiscal year and all special allocations pursuant to Section 7.3 with respect to such fiscal year: (i) All Net Income Company shall be allocated among the Members in the following order of priority: (A) first, to the Members in proportion to, and to the extent of, any deficit balances in their respective Capital Accounts until all a manner such Capital Accounts have been restored to zero; (B) secondthat, after giving effect to the allocations made pursuant to Section 7.2(a)(i)(A) and any special allocations pursuant to set forth in Section 7.3B.3, to PC Member until its the Capital Account balance is of each Member, immediately after making such allocations, is, as nearly as possible, equal to the sum of (ai) the Priority Amount Distributions that would be made to such Member pursuant to Article IX if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all Company liabilities were satisfied (determined after any allocations limited with respect to PC Member under Section 7.3each Nonrecourse Liability to the Book Value of the assets securing such liability), (b) any unpaid Base Preferred Return and (c) any unpaid Additional Preferred Return; and (C) thirdthe net assets of the Company were distributed, after giving effect to the allocations made pursuant to Sections 7.2(a)(i)(A) and 7.2(a)(i)(B)in accordance with Section IX, to the Members immediately after making such allocations, minus (ii) such Member’s share of Company Minimum Gain and Member Nonrecourse 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 accordance with their Percentage Interestswhich Distributions were or will most likely be made to the Members pursuant to Article IX. (iib) All Except as provided below, no Net Loss shall be allocated among 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 the following order Members’ Percentage Interests. If any Net Loss is allocated to a Member because of priority: (A) firstthis Section A.2(b), then all subsequent Net Income shall be allocated to the Members in accordance with their Percentage Interests on a pro rata basis based on Net Loss allocated to them pursuant to this Section A.2(b) until TCG Member’s Capital Account is reduced each Member has been allocated an amount of Net Income pursuant to zero; (Bthis Section A.2(b) second, after giving effect equal to the allocations made pursuant Net Loss previously allocated to that Member under this Section 7.2(a)(ii)(A) and any special allocations pursuant to Section 7.3, to PC Member until its Capital Account balance is reduced to zero; and (C) third, after giving effect to the allocations made pursuant to Sections 7.2(a)(ii)(A) and 7.2(a)(ii)(BA.2(b), to the Members in accordance with their Percentage Interests. (b) Each allocation in this Article VII shall consist of a proportionate amount of the ordinary income and capital gains of the Company for the year, provided, that, in making allocations of depreciation recapture under Section 1245 or 1250 of the Code, unrecaptured Section 1250 gain under Section 1(h) of the Code, or similar items, principles consistent with those of Treasury Regulations Section 1.1245-1(e) shall be followed such that amounts treated as ordinary income shall be allocated first to the Member that was allocated the related ordinary deduction.

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

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

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