Common use of Loss Allocations Clause in Contracts

Loss Allocations. After making any special allocations required under Appendix 1, Losses for each fiscal year (and each item of loss and deduction entering into the computation thereof) shall be allocated among the Members (and charged to their respective Capital Accounts) in the following order and priority: (a) First, to the Members, pro rata based on the amount of Profits being offset, until the cumulative Losses allocated pursuant to this Section 6.2(a) are equal to the cumulative Profits, if any, previously allocated to the Members pursuant to Section 6.1(i) and Section 6.1(j) for all prior periods in proportion to the Members’ respective shares of the Profits being offset; (b) Second, to the Class B Members, pro rata in accordance with its Class B Unreturned Contribution Balance as of the end of the period to which the allocation of Losses under this Section 6.2(b) relates reduced by any Losses previously allocated to such Class B Member pursuant to this Section 6.2(b), until the cumulative Losses allocated pursuant to this Section 6.2(b) to each Class B Member equal the Unreturned Contribution Balance of each such Class B Member as of the end of the period to which the allocation of Losses under this Section 6.2(b) relates plus the total Profits allocated to each Class B Member pursuant to Section 6.1(g). (c) Third, to the Class A Members, pro rata based upon the Profits being offset, until the cumulative Losses allocated pursuant to this Section 6.2(c) are equal to the cumulative Profits, if any, previously allocated to the Class A Member pursuant to Section 6.1(e) and Section 6.1(f) for all prior periods; (d) Fourth, to the Class A Members, pro rata based upon the Class A Unreturned Contribution Balances of the Class A Members as of the end of the period to which the allocation of Losses under this Section 6.2(d) relates reduced by any Losses previously allocated to such Class A Members pursuant to this Section 6.2(d), until the cumulative Losses allocated pursuant to this Section 6.2(d) to each Class A Member equals the Class A Unreturned Contribution Balance of such Class A Member as of the end of the period to which the allocation of Losses under this Section 6.2(d) relates plus the total Profits allocated to each Class A Member pursuant to Section 6.1(d); (e) Fifth, to FC until the cumulative Losses allocated pursuant to this Section 6.2(e) are equal to the cumulative Profits, if any, previously allocated to FC pursuant to Section 6.1(b) and Section 6.1(c) for all prior periods; (f) Sixth, to FC until the cumulative Losses allocated pursuant to this Section 6.2(f) to FC equals the FC Unreturned Priority Contribution as of the end of the period to which the allocation of Losses under this Section 6.2(f) relates plus the total Profits allocated to FC pursuant to Section 6.1(a); (g) Seventh, to the Members in accordance with their Percentage Interests. (h) Losses allocated in accordance with subparagraphs (a) through (g) of this Section 6.2 to the Capital Account of any Member shall not exceed the maximum amount of Losses that can be so allocated without creating an Adjusted Capital Account Balance deficit with respect to such Capital Account. This limitation shall be applied individually with respect to each Member in order to permit the allocation pursuant to this Section 6.2(h) of the maximum amount of Losses permissible under Regulations Section 1.704-1(b)(2)(ii)(d). All Losses in excess of the limitations set forth in this Section 6.2(h) shall be allocated solely to those Members that bear the economic risk for such additional Losses within the meaning of Code Section 704(b) and the Regulations thereunder. If it is necessary to allocate Losses under the preceding sentence, the Managers shall, in accordance with the Regulations promulgated under Code Section 704(b), determine those Members that bear the economic risk for such additional Losses.

Loss Allocations. After making any special allocations required under Appendix 1, Losses for each fiscal year Fiscal Year (and each item of loss and deduction entering into the computation thereof) shall be allocated among the Members (and charged to their respective Capital Accounts) in the following order and priority: (ai) First, to the Members, pro rata based on in accordance with the amount of Profits being offset, until the cumulative Losses allocated pursuant to this Section 6.2(a6.1(b)(i) are equal to the cumulative Profits, if any, previously allocated to the Members pursuant to Section 6.1(i) and Section 6.1(j6.1(a)(iv) for all prior periods periods, in proportion to the Members’ respective shares of the Profits being offset; (bii) Second, if any, to the Class B Members, pro rata Members in accordance with its Class B Unreturned their Contribution Balance Account balances as of the end of the period to which the allocation of Losses under this Section 6.2(b6.1(b)(ii) relates reduced by any Losses previously allocated to such Class B Member pursuant to this Section 6.2(b), until the cumulative Losses allocated pursuant to this Section 6.2(b) to each Class B Member equal the Unreturned Contribution Balance of each such Class B Member as of the end of the period to which the allocation of Losses under this Section 6.2(b) relates plus the total Profits allocated to each Class B Member pursuant to Section 6.1(g).relates; and (ciii) Third, to the Class A Members, pro rata based upon the Profits being offset, until the cumulative Losses allocated pursuant to this Section 6.2(c) are equal to the cumulative ProfitsThereafter, if any, previously allocated as follows, (x) Fifty Percent (50%) to the Class A Member pursuant to Section 6.1(e) and Section 6.1(f) for all prior periods; (d) Fourth, to the Class Series A Members, pro rata based upon the Class to each Series A Unreturned Contribution Balances of the Class A Members as of the end of the period to which the allocation of Losses under this Section 6.2(d) relates reduced by any Losses previously allocated Member in proportion to such Class Person’s Series A Members pursuant to this Section 6.2(d), until the cumulative Losses allocated pursuant to this Section 6.2(dPercentage Interest; and (y) Fifty Percent (50%) to each Class A Member equals the Class A Unreturned Contribution Balance of such Class A Member as of the end of the period to which the allocation of Losses under this Section 6.2(d) relates plus the total Profits allocated Series B Members, to each Class A Series B Member pursuant in proportion to Section 6.1(d); (e) Fifth, to FC until the cumulative Losses allocated pursuant to this Section 6.2(e) are equal to the cumulative Profits, if any, previously allocated to FC pursuant to Section 6.1(b) and Section 6.1(c) for all prior periods; (f) Sixth, to FC until the cumulative Losses allocated pursuant to this Section 6.2(f) to FC equals the FC Unreturned Priority Contribution as of the end of the period to which the allocation of Losses under this Section 6.2(f) relates plus the total Profits allocated to FC pursuant to Section 6.1(a); (g) Seventh, to the Members in accordance with their such Person’s Series B Percentage InterestsInterest. (hiv) Losses allocated in accordance with subparagraphs (ai), (ii) through and (g) iii), of this Section 6.2 6.1(b) to the Capital Account of any Member shall not exceed the maximum amount of Losses that can be so allocated without creating an Adjusted Capital Account Balance deficit with respect to such Capital Account. This limitation shall be applied individually with respect to each Member in order to permit the allocation pursuant to this Section 6.2(h6.1(b)(iv) of the maximum amount of Losses permissible under Regulations Section 1.704-1(b)(2)(ii)(d). All Losses in excess of the limitations set forth in this Section 6.2(h6.1(b)(iv) shall be allocated solely to those Members that bear the economic risk for such additional Losses within the meaning of Code Section 704(b) and the Regulations thereunder. If it is necessary to allocate Losses under the preceding sentence, the Managers Manager shall, in accordance with the Regulations promulgated under Code Section 704(b), determine those Members that bear the economic risk for such additional Losses.