Common use of Profits Clause in Contracts

Profits. Except as otherwise provided in Section 5.4, Profits for any Fiscal Year shall be allocated among the Partners as follows: (i) First, to the Class B Limited Partners, in the same ratio and in reverse order of the allocations made to the Class B Limited Partners under Section 5.3(b)(iii) for each Fiscal Year to the extent of the excess of (a) the allocations to each Class B Limited Partner of Losses pursuant to Section 5.3(b)(iii) for all current and all prior Fiscal Years, over (b) allocations to each Class B Limited Partner of Profits pursuant to this Section 5.3(a)(i) for the current and all prior Fiscal Years; (ii) Second, to the Class A Partners, in the same ratio and in reverse order of the allocations made to the Class A Partners under Section 5.3(b)(ii) for each Fiscal Year to the extent of the excess of (a) the allocations to each Class A Partner of Losses pursuant to Section 5.3(b)(ii) for the current and all prior Fiscal Years, over (b) allocations to each Class A Partner of Profits pursuant to this Section 5.3(a)(ii) for the current and all prior Fiscal Years; (iii) Third, to the Class B Limited Partners, in proportion to their respective Class B Percentage Interests, in an amount equal to the excess (if any) of: (x) the Preferred Return; over (y) any amounts previously allocated under Section 5.3(a)(i); and (iv) Thereafter, to the Class A Partners, in proportion to their Class A Percentage Interests.

Profits. Except as otherwise provided After giving effect to any special allocations required under this Agreement and not contained in this Section 5.45.1(b), Profits for any Fiscal Year shall be allocated among in the Partners as followsfollowing order and priority: (i) First, to the Class B Limited Partnerseach of Members, pro rata, in the same ratio and in reverse order of the allocations made proportion to the Class B Limited Partners under Section 5.3(b)(iii) for each Fiscal Year amounts required to the extent of the excess of (a) the allocations to each Class B Limited Partner of Losses pursuant to Section 5.3(b)(iii) for all current and all prior Fiscal Years, over (b) allocations to each Class B Limited Partner of Profits be allocated pursuant to this Section 5.3(a)(i5.1(b)(i), to the extent of, the excess, if any, of: (A) the cumulative Losses allocated to such Member pursuant to Section 5.1(c)(iv) hereof for all periods, over (B) the cumulative Profits allocated to such Member pursuant to this Section 5.1(b)(i) for the current and all prior Fiscal Yearsperiods; (ii) Second, to the Class A PartnersIW, in the same ratio and in reverse order of the allocations made to the Class A Partners under Section 5.3(b)(ii) for each Fiscal Year to the extent of of, the excess of excess, if any, of: (aA) the allocations cumulative Losses allocated to each Class A Partner of Losses IW pursuant to Section 5.3(b)(ii5.1(c)(iii) hereof for the current and all prior Fiscal Yearsperiods, over (bB) allocations the cumulative Profits allocated to each Class A Partner of Profits IW pursuant to this Section 5.3(a)(ii5.1(b)(ii) for the current and all prior Fiscal Yearsperiods; (iii) Third, to the Class B Limited PartnersMGM, in proportion to their respective Class B Percentage Interests, in an amount equal to the excess (extent of, the excess, if any) , of: (xA) the Preferred Return; cumulative Losses allocated to MGM pursuant to Section 5.1(c)(ii) hereof for all periods, over (yB) any amounts previously the cumulative Profits allocated under to MGM pursuant to this Section 5.3(a)(i)5.1(b)(iii) for all periods; and (iv) Thereafter, to the Class A PartnersMembers, pro rata, in proportion to their Class A Percentage respective Profit Interests.

Profits. Except as otherwise provided in Section 5.4For each fiscal year of the Company or other applicable period, Profits for any Fiscal Year (and all items included in the computation thereof) shall be allocated among the Partners Members as follows: (iA) First, subject to Section 6.2(a)(i)(D), one hundred percent (100%) to the Class B Limited PartnersMembers, in the same ratio proportion to and in reverse order of the allocations made to the Class B Limited Partners under Section 5.3(b)(iii) for each Fiscal Year to the extent of the excess excess, if any, of (a1) the allocations cumulative Losses allocated to each Class B Limited Partner of Losses pursuant to such Member under Section 5.3(b)(iii6.2(a)(ii) for all current and all prior Fiscal Yearsfiscal years or other allocation periods, over (b2) allocations the cumulative Profits allocated to each Class B Limited Partner of Profits Member pursuant to this Section 5.3(a)(i6.2(a)(i)(A) for the current and all prior Fiscal Yearsfiscal years or other allocation periods. Profits should be allocated to the Members under this Section 6.2(a)(i)(A) in the reverse order that the applicable Losses were allocated to such Members under Section 6.2(a)(ii) during prior fiscal years or other allocation periods; (iiB) Second, subject to Section 6.2(a)(i)(D), to the Members holding the Class A Units and the Members holding the Class C Units in the following percentages: (1) 78.4973% to the Members holding Class A Units, pro rata based upon their respective Percentage Interests, and (2) 21.5027% to the Members holding Class C Units, pro rata based upon their respective Percentage Interests, until the cumulative total amount of all prior and current allocations to the Members holding Class A Units under this Section 6.2(a)(i)(B) equals $7,575,758; (C) Third, subject to Section 6.2(a)(i)(D), to the Members in accordance with their Percentage Interests; and (D) In the event of an Inside Significant Event: (1) First, one hundred percent (100%) to the Members in proportion to and to the extent of the excess, if any, of (I) the cumulative Losses allocated to each such Member under Section 6.2(a)(ii) for prior fiscal years or other allocation periods, over (II) the cumulative Profits allocated to each Member pursuant to Section 6.2(a)(i)(A) and this Section 6.2(a)(i)(D)(1) for all prior fiscal years or other allocation periods. Profits should be allocated to the Members under this Section 6.2(a)(i)(D)(1) in the reverse order that the applicable Losses were allocated to such Members under Section 6.2(a)(ii) during prior fiscal years or other allocation periods; (2) Second, to the Class A Partners, in the same ratio and in reverse order of the allocations made to Members holding the Class A Partners Units and the Members holding the Class C Units in the following percentages: (I) 78.4973% to the Members holding Class A Units, pro rata based upon their respective Percentage Interests, and (II) 21.5027% to the Members holding Class C Units, pro rata based upon their respective Percentage Interests, until the cumulative total amount of all prior and current allocations to the Members holding the Class A Units under Section 5.3(b)(ii6.2(a)(i)(B) for each Fiscal Year to the extent of the excess of (a) the allocations to each Class A Partner of Losses pursuant to Section 5.3(b)(ii) for the current and all prior Fiscal Years, over (b) allocations to each Class A Partner of Profits pursuant to this Section 5.3(a)(ii6.2(a)(i)(D)(2) for the current and all prior Fiscal Yearsequals $7,575,758; (iii3) Third, unless an Outside Significant Event (as defined in the Contribution Agreement) has occurred and ETI has received a payment of $4,000,000 in accordance with Section 5.8(b) of the Contribution Agreement, to the Members holding the Class B Limited PartnersA Units and the Members holding the Class C Units in the following percentages: (I) 78.4973% to the Members holding Class A Units, in proportion to pro rata based upon their respective Class B Percentage Interests, in an amount equal and (II) 21.5027% to the excess (if anyMembers holding Class C Units, pro rata based upon their respective Percentage Interests, until the sum of cumulative total amount of all prior and current allocations to the Members holding the Class A Units under this Section 6.2(a)(i)(D)(3) of: (x) the Preferred Return; over (y) any amounts previously allocated under Section 5.3(a)(i)equals $12,121,212; and (iv4) ThereafterFourth, to the Class A Partners, Members in proportion to accordance with their Class A Percentage Interests.

Profits. Except as otherwise provided After giving effect to the special allocations set forth in Section 5.45.3, Profits for any Fiscal Year shall be allocated among in the Partners as followsfollowing order and priority: (ia) Firstfirst, to the Class B Limited Partners, in the same ratio and in reverse order of the allocations made to the Class B Limited Partners under Section 5.3(b)(iii) for each Fiscal Year Members holding Series A Preferred Shares to the extent of and in proportion to the excess of the sum of (aA) the allocations cumulative Series A Preferred Return of the relevant Member from the commencement of the Company through the last day of the relevant Fiscal Year, plus (B) the cumulative Losses allocated to each Class B Limited Partner of Losses such Member pursuant to Section 5.3(b)(iii5.2(c) for all current and all prior Fiscal Years, over (bii) allocations the cumulative Profits allocated to each Class B Limited Partner of Profits such Member pursuant to this Section 5.3(a)(i5.1(a) for all prior Fiscal Years; and (b) second, to the current and Members holding Series B Preferred Shares to the extent of an in proportion to the excess of the sum of (A) the cumulative Series B Preferred Return of the relevant Member from the commencement of the Company through the last day of the relevant Fiscal Year, plus (B) the cumulative Losses allocated to such Member pursuant to Section 5.2(b) for all prior Fiscal Years, over (ii) the cumulative Profits allocated to such Member pursuant to this Section 5.1(b) for all prior Fiscal Years; (iic) Secondthird, to the Class A Partners, in the same ratio and in reverse order of the allocations made to the Class A Partners under Section 5.3(b)(ii) for each Fiscal Year Members holding Common Shares to the extent of the any excess of (ai) the allocations cumulative losses allocated to each Class A Partner of Losses pursuant to Section 5.3(b)(ii) for the current and all prior Fiscal Years, Member's Common Shares over (bii) the sum of the cumulative allocations to each Class A Partner of Profits Profits, pursuant to this Section 5.3(a)(ii) for the current and all prior Fiscal Years; (iii) Third5.1(c), with respect to the Class B Limited Partners, in proportion to their respective Class B Percentage Interests, in an amount equal to the excess (if any) of: (x) the Preferred Return; over (y) any amounts previously allocated under Section 5.3(a)(i)such Shares; and (iv) Thereafter, to the Class A Partners, in proportion to their Class A Percentage Interests.

Profits. Except as otherwise provided After giving effect to the special allocations set forth in Section 5.45.3 hereof, Profits for any Fiscal Year shall be allocated among the Partners as follows: (ia) First, to the Class B Limited PartnersMembers, in accordance with their Percentage Interests, until the same ratio and in reverse order aggregate amount of the allocations made Profits allocated to the Class B Limited Partners them under this Section 5.3(b)(iii5.1(a) for each the Fiscal Year to the extent of the excess of (a) the allocations to each Class B Limited Partner of Losses pursuant to Section 5.3(b)(iii) for all current and all prior Fiscal Years, over (b) allocations Years equals the aggregate amount of Losses allocated to each Class B Limited Partner of Profits them pursuant to this Section 5.3(a)(i5.2(d) for the current and all prior Fiscal Years; (iib) Second, to the Class A PartnersMembers, in until the same ratio and in reverse order aggregate amount of the allocations made Profits allocated to the Class A Partners them under this Section 5.3(b)(ii5.1(b) for each the Fiscal Year to and all prior Fiscal Years equals the extent of the excess of (a) the allocations to each Class A Partner aggregate amount of Losses allocated to them pursuant to Section 5.3(b)(ii5.2(c) for the current and all prior Fiscal Years, over (b) allocations to each Class A Partner of Profits pursuant to this Section 5.3(a)(ii) for the current and all prior Fiscal Years; (iii) Third, to the Class B Limited Partners, in proportion to their respective Class B Percentage Interestsshares of such Losses being offset; (c) Third, in seventy-five percent (75%) to Operating Company and twenty five percent (25%) to Management PIH until the aggregate amount of Profits allocated to Operating Company under this Section 5.1(c) equals an IRR Amount (excluding return of capital and whether or not paid) of 12% plus the amount equal of Losses allocated to the excess (if any) of: (x) the Preferred Return; over (y) any amounts previously allocated such Member under Section 5.3(a)(i5.2(b); and (ivd) ThereafterFourth, the balance, if any, sixty-five percent (65%) to the Class A Partners, in proportion Operating Company and thirty-five percent (35%) to their Class A Percentage InterestsManagement PIH.

Profits. Except as otherwise provided After giving effect to any special allocations required under this Agreement and not contained in this Section 5.45.1(b), Profits for any Fiscal Year shall be allocated among in the Partners as followsfollowing order and priority: (i) First, to the Class B Limited Partnerseach of Members, pro rata, in the same ratio and in reverse order of the allocations made proportion to the Class B Limited Partners under Section 5.3(b)(iii) for each Fiscal Year amounts required to the extent of the excess of (a) the allocations to each Class B Limited Partner of Losses pursuant to Section 5.3(b)(iii) for all current and all prior Fiscal Years, over (b) allocations to each Class B Limited Partner of Profits be allocated pursuant to this Section 5.3(a)(i5.1(b)(i), to the extent of, the excess, if any, of: (A) the cumulative Losses allocated to such Member pursuant to Section 5.1(c)(iv) hereof for all periods, over (B) the cumulative Profits allocated to such Member pursuant to this Section 5.1(b)(i) for the current and all prior Fiscal Yearsperiods; (ii) Second, to the Class A PartnersIW, in the same ratio and in reverse order of the allocations made to the Class A Partners under Section 5.3(b)(ii) for each Fiscal Year to the extent of of, the excess of excess, if any, of: (aA) the allocations cumulative Losses allocated to each Class A Partner of Losses IW pursuant to Section 5.3(b)(ii5.1(c)(iii) hereof for the current and all prior Fiscal Yearsperiods, over (bB) allocations the cumulative Profits allocated to each Class A Partner of Profits IW pursuant to this Section 5.3(a)(ii5.1(b)(ii) for the current and all prior Fiscal Yearsperiods; (iii) Third, to the Class B Limited PartnersMGM, in proportion to their respective Class B Percentage Interests, in an amount equal to the excess (extent of, the excess, if any) , of: (xA) the Preferred Return; cumulative Losses allocated to MGM pursuant to Section 5.1(c) (ii) hereof for all periods, over (yB) any amounts previously the cumulative Profits allocated under to MGM pursuant to this Section 5.3(a)(i)5.1(b)(iii) for all periods; and (iv) Thereafter, to the Class A PartnersMembers, pro rata, in proportion to their Class A Percentage respective Profit Interests.

Profits. Except as otherwise provided in Section 5.4, Profits for any Fiscal Year shall be allocated among in the Partners as followsfollowing order and priority: (i) First, Profits shall be allocated 100% to the Class B Limited Partners, in Members until the same ratio and in reverse order of the allocations made aggregate Profits allocated to the Class B Limited Partners under Section 5.3(b)(iii) for each Fiscal Year to the extent of the excess of (a) the allocations to each Class B Limited Partner of Losses pursuant to Section 5.3(b)(iii) for all current and all prior Fiscal Years, over (b) allocations to each Class B Limited Partner of Profits Members pursuant to this Section 5.3(a)(i2.1(a)(i) for the current such taxable year and all prior Fiscal Years;previous taxable years is equal to and offsets the aggregate Losses allocated to the Members pursuant to Section 2.1(b)(iv) hereof for all previous taxable years. (ii) Second, to the Class A Partnersextent that Losses have been allocated pursuant to Sections 2.1(b)(iii) and/or 2.1(b)(ii), in Profits shall be allocated among the same ratio and in reverse order of Members to offset the allocations made to the Class A Partners under Section 5.3(b)(ii) for each Fiscal Year to the extent of the excess of (a) the allocations to each Class A Partner of Losses allocated pursuant to Section 5.3(b)(ii2.1(b)(iii) for until the current and all prior Fiscal Years, over (b) allocations to each Class A Partner of cumulative Profits allocated pursuant to this Section 5.3(a)(ii2.1(a)(ii;) equal cumulative Losses allocated pursuant to Section 2.1(b)(iii) for all periods (and allocated among the current Members pro rata in proportion to their shares of Losses being offset); and then Profits shall be allocated pursuant to this Section 2.1(a)(ii) to offset Losses allocated pursuant to Section 2.1(b)(ii), until the cumulative Profits allocated pursuant hereto equal cumulative Losses allocated pursuant to Section 2.1(b)(ii) for all prior Fiscal Years;periods (and allocated among the Members pro rata in proportion to their shares of Losses being offset). (iii) ThirdThe balance, if any, shall be allocated to the Class B Limited Partners, Members pro rata in proportion to their respective Class B Percentage Interests, in an amount equal to the excess (if any) of: (x) the Preferred Return; over (y) any amounts previously allocated under Section 5.3(a)(i); and (iv) Thereafter, to the Class A Partners, in proportion to their Class A Percentage Interests.

Profits. Except as otherwise provided in Section 5.44.2, Profits if the Company has a Profit for any Fiscal Year year or other period, such Profit shall be allocated among the Partners as followsMembers in the following priorities and amounts: (iA) First, to the Class B Limited PartnersMembers pro rata based on, in the same ratio and in reverse order of the allocations made to the Class B Limited Partners under Section 5.3(b)(iii) for each Fiscal Year to the extent of, the amount of the excess of (a) the allocations cumulative Losses allocated to each Class B Limited Partner of Losses respective Member pursuant to Section 5.3(b)(iii) for all current and all prior Fiscal Years, over (b) allocations to each Class B Limited Partner of Profits pursuant to this Section 5.3(a)(i) for the current and all prior Fiscal Years4.1.2; (iiB) Second, to the Class A PartnersMembers pro rata based on, in the same ratio and in reverse order of the allocations made to the Class A Partners under Section 5.3(b)(ii) for each Fiscal Year to the extent of of, the excess of difference between (ai) the allocations to cumulative amount of distributions each Class A Partner of Losses Member has received pursuant to Section 5.3(b)(ii4.4 hereof and (ii) for the current and all prior Fiscal Years, over (b) allocations cumulative amount of Profits that has been allocated to each Class A Partner of Profits Member pursuant to this Section 5.3(a)(ii) for the current and all prior Fiscal Years4.1.1(b); (iiiC) Third, to the Class B Limited PartnersMembers in such proportions and amounts as necessary to cause each Member's capital account balance (after being adjusted for all prior allocations of Profits and Losses and all distributions pursuant to Sections 4.4 and 4.5 hereof) to equal (i) in the case of the dissolution of the Company, the amount of distributions it will receive pursuant to Section 4.6 hereof, and (ii) in proportion all other cases, the amount of distributions it would receive pursuant to Section 4.6 hereof if all the Company's remaining assets (i.e., the assets that are not being sold or disposed of) were sold for their respective Class B Percentage Interestsbook values (as determined for Section 704(b) capital account purposes), in an amount equal all of the Company's liabilities were paid, and the net proceeds were distributed pursuant to the excess (if any) of: (x) the Preferred Return; over (y) any amounts previously allocated under Section 5.3(a)(i)4.6 hereof; and (ivD) ThereafterFourth, to the Class A Partners, Members in proportion to accordance with their Class A Percentage Interestsrespective Percentages.

Profits. Except as otherwise provided After giving effect to the special allocations set forth in Section 5.45.3, Profits for any Fiscal Year shall be allocated among in the Partners as followsfollowing order and priority: (ia) Firstfirst, to the Class B Limited Partners, in the same ratio and in reverse order of the allocations made to the Class B Limited Partners under Section 5.3(b)(iii) for each Fiscal Year Members holding Series A Preferred Shares to the extent of and in proportion to the excess of the sum of (aA) the allocations cumulative Series A Preferred Return of the relevant Member from the commencement of the Company through the last day of the relevant Fiscal Year, plus (B) the cumulative Losses allocated to each Class B Limited Partner of Losses such Member pursuant to Section 5.3(b)(iii5.2(c) for all current and all prior Fiscal Years, over (bii) allocations the cumulative Profits allocated to each Class B Limited Partner of Profits such Member pursuant to this Section 5.3(a)(i5.1(a) for all prior Fiscal Years; and (b) second, to the current and Members holding Series B Preferred Shares to the extent of an in proportion to the excess of the sum of (A) the cumulative Series B Preferred Return of the relevant Member from the commencement of the Company through the last day of the relevant Fiscal Year, plus (B) the cumulative Losses allocated to such Member pursuant to Section 5.2(b) for all prior Fiscal Years, over (ii) the cumulative Profits allocated to such Member pursuant to this Section 5.1(b) for all prior Fiscal Years; (iic) Secondthird, to the Class A Partners, in the same ratio and in reverse order of the allocations made to the Class A Partners under Section 5.3(b)(ii) for each Fiscal Year Members holding Common Shares to the extent of the any excess of (ai) the allocations cumulative losses allocated to each Class A Partner of Losses pursuant to Section 5.3(b)(ii) for the current and all prior Fiscal Years, Member's Common Shares over (bii) the sum of the cumulative allocations to each Class A Partner of Profits Profits, pursuant to this Section 5.3(a)(ii) for the current and all prior Fiscal Years;5.1(c), with respect to such Shares; and (iiid) Thirdthe balance, to if any, among the Class B Limited Partners, Members holding Common Shares in proportion to their respective Class B Percentage Interests, in an amount equal to the excess (if any) of: (x) the Preferred Return; over (y) any amounts previously allocated under Section 5.3(a)(i); and (iv) Thereafter, to the Class A Partners, in proportion to their Class A Percentage Interests.

Profits. Except as otherwise provided After giving effect to the special allocations set forth in Section 5.45.3 hereof, Profits for any Fiscal Year shall be allocated among the Partners as follows: (i) First, to the Class B Limited Partners, in accordance with their Percentage Interests, until the same ratio and in reverse order aggregate amount of the allocations made Profits allocated to the Class B Limited Partners them under this Section 5.3(b)(iii5.1(a) for each the Fiscal Year to and all prior Fiscal Years equals the extent of the excess of (a) the allocations to each Class B Limited Partner aggregate amount of Losses allocated to them pursuant to Section 5.3(b)(iii5.2(e) for all current prior Fiscal Years; and then (ii) to the Partners, until the aggregate amount of Profits allocated to them under this Section 5.1(b) for the Fiscal Year and all prior Fiscal Years equals the aggregate amount of Losses allocated to them pursuant to Section 5.2(d) for all prior Fiscal Years, over (b) allocations in proportion to each Class B Limited Partner their shares of Profits pursuant to this Section 5.3(a)(i) for the current such Losses being offset; and all prior Fiscal Years; (ii) Second, to the Class A Partners, in the same ratio and in reverse order of the allocations made to the Class A Partners under Section 5.3(b)(ii) for each Fiscal Year to the extent of the excess of (a) the allocations to each Class A Partner of Losses pursuant to Section 5.3(b)(ii) for the current and all prior Fiscal Years, over (b) allocations to each Class A Partner of Profits pursuant to this Section 5.3(a)(ii) for the current and all prior Fiscal Years;then (iii) Thirdone percent (1%) to Cedar GP, nineteen percent (19%) to Cedar LP and eighty percent (80%) to HHUS until the Class B Limited Partners, in proportion aggregate amount of Profits allocated to their respective Class B Percentage Interests, in an each Partner under this Section 5.1(c) equals the cumulative amount equal to the excess of distributions (if anyother than distributions representing a return of capital) of: (x) the Preferred Return; over (y) any amounts previously allocated received by such Partner under Section 5.3(a)(i4.2(a) and 4.3(a), plus the amount of Losses allocated to such Partner under Section 5.2(c); andand then (iv) Thereafterone percent (1%) to Cedar GP, thirty nine percent (39%) to Cedar LP and sixty percent (60%) to HHUS until the Class A Partnersaggregate amount of Profits allocated to each Partner under this Section 5.1(d) equals the cumulative amount of distributions (other than distributions representing return of capital) received by such Partner under Section 4.2(b) and 4.3(b), in proportion plus the amount of Losses allocated to their Class A Percentage Interestssuch Partner under Section 5.2(b); and thereafter (v) the balance, if any, one percent (1%) to Cedar GP, forty nine percent (49%) to Cedar LP and fifty percent (50%) to HHUS.

Profits. Except as otherwise provided After giving effect to the special allocations set forth in Section 5.45.3 hereof, Profits for any Fiscal Year shall be allocated among the Partners as follows: (ia) First, to the Class B Limited Partners, in accordance with their Percentage Interests, until the same ratio and in reverse order aggregate amount of the allocations made Profits allocated to the Class B Limited Partners them under this Section 5.3(b)(iii5.1(a) for each the Fiscal Year to and all prior Fiscal Years equals the extent of the excess of (a) the allocations to each Class B Limited Partner aggregate amount of Losses allocated to them pursuant to Section 5.3(b)(iii5.2(e) for all current prior Fiscal Years; and then (b) to the Partners, until the aggregate amount of Profits allocated to them under this Section 5.1(b) for the Fiscal Year and all prior Fiscal Years equals the aggregate amount of Losses allocated to them pursuant to Section 5.2(d) for all prior Fiscal Years, over (b) allocations to each Class B Limited Partner of Profits pursuant to this Section 5.3(a)(i) for the current and all prior Fiscal Years; (ii) Second, to the Class A Partners, in the same ratio and in reverse order of the allocations made to the Class A Partners under Section 5.3(b)(ii) for each Fiscal Year to the extent of the excess of (a) the allocations to each Class A Partner of Losses pursuant to Section 5.3(b)(ii) for the current and all prior Fiscal Years, over (b) allocations to each Class A Partner of Profits pursuant to this Section 5.3(a)(ii) for the current and all prior Fiscal Years; (iii) Third, to the Class B Limited Partners, in proportion to their respective Class B Percentage Interestsshares of such Losses being offset; and then (c) one percent (1%) to Cedar GP, in an nineteen percent (19%) to Cedar LP and eighty percent (80%) to HHUS until the aggregate amount equal of Profits allocated to each Partner under this Section 5.1(c) equals the excess cumulative amount of distributions (other than distributions representing a return of capital) received by such Partner under Section 4.2(a) and 4.3(a), plus the amount of Losses allocated to such Partner under Section 5.2(c); and then (d) one percent (1%) to Cedar GP, thirty nine percent (39%) to Cedar LP and sixty percent (60%) to HHUS until the aggregate amount of Profits allocated to each Partner under this Section 5.1(d) equals the cumulative amount of distributions (other than distributions representing return of capital) received by such Partner under Section 4.2(b) and 4.3(b), plus the amount of Losses allocated to such Partner under Section 5.2(b); and thereafter (e) the balance, if any, one percent (1%) of: to Cedar GP, forty nine percent (x49%) the Preferred Return; over to Cedar LP and fifty percent (y50%) any amounts previously allocated under Section 5.3(a)(i); and (iv) Thereafter, to the Class A Partners, in proportion to their Class A Percentage InterestsHHUS.

Profits. Except as otherwise provided After giving effect to the special allocations set forth in Section 5.4Sections 5.1(c) and 5.1(d) hereof, Profits for any Fiscal Year fiscal year or other period shall be allocated among to the Partners as followsMembers in the following order and priority: (i) First, to the Class B Limited Partners, Members in the same ratio and in reverse order of the allocations made an amount equal to the Class B Limited Partners under Section 5.3(b)(iii) for each Fiscal Year to the extent of the excess excess, if any, of (ai) the allocations to each Class B Limited Partner of cumulative Losses allocated pursuant to Section 5.3(b)(iii5.1(b)(i) hereof for all current and all prior Fiscal Yearsfiscal years or other periods, over (bii) allocations to each Class B Limited Partner of the cumulative Profits allocated pursuant to this Section 5.3(a)(i5.1(a)(i) for the current and all prior Fiscal Yearsfiscal years or other periods (pro rata among them in proportion to each Member's excess amount); (ii) Second, to the Class A Partners, in the same ratio and in reverse order of the allocations made to the Class A Partners under Section 5.3(b)(ii) for each Fiscal Year Member to the extent of the excess of Profits not attributable either to (aA) the allocations to each Class A Partner disposition of Losses Property or (B) book-up gain pursuant to Section 5.3(b)(iiclause (iii) for of the current definition of Profits and all prior Fiscal YearsLosses, over (b) allocations to each Class A Partner of provided that Profits pursuant to this Section 5.3(a)(ii5.1(a)(ii) for shall be allocable first to the current and all prior Fiscal YearsClass B Member and/or Class C Member to the extent (if at all) distributions of Operating Cash Flow are distributed to Class B Member and/or Class C Member pursuant to Section 5.2(a)(v); (iii) Third, to the extent not already allocated pursuant to Section 5.1(a)(ii), to the Class B Limited Partners, Member and Class C Member to the extent of their Tier 1 Shared Appreciation (pro rata among them in proportion to their respective Class B Percentage InterestsTier 1 Shared Appreciation percentages); (iv) Fourth, in an amount equal to the excess Class D Member, Class E Member and Class F Member to the extent of their Tier 1 Shared Appreciation (if any) of: (x) the Preferred Return; over (y) any amounts previously allocated under Section 5.3(a)(ipro rata among them in proportion to their Tier 1 Shared Appreciation percentages); and (ivv) ThereafterFifth, to the Class A PartnersMember, Class D Member, Class E Member and Class F Member to the extent of their Tier 2 Shared Appreciation (pro rata among them in proportion to their Class A Percentage InterestsTier 2 Shared Appreciation percentages).

Profits. Except as otherwise provided in Section 5.4For each fiscal year of the Company or other applicable period, Profits for any Fiscal Year (and all items included in the computation thereof) shall be allocated among the Partners Members as follows: (iA) First, subject to Section 6.2(a)(i)(D), one hundred percent (100%) to the Class B Limited PartnersMembers, in the same ratio proportion to and in reverse order of the allocations made to the Class B Limited Partners under Section 5.3(b)(iii) for each Fiscal Year to the extent of the excess excess, if any, of (a1) the allocations cumulative Losses allocated to each Class B Limited Partner of Losses pursuant to such Member under Section 5.3(b)(iii6.2(a)(ii) for all current and all prior Fiscal Yearsfiscal years or other allocation periods, over (b2) allocations the cumulative Profits allocated to each Class B Limited Partner of Profits Member pursuant to this Section 5.3(a)(i6.2(a)(i)(A) for the current and all prior Fiscal Yearsfiscal years or other allocation periods. Profits should be allocated to the Members under this Section 6.2(a)(i)(A) in the reverse order that the applicable Losses were allocated to such Members under Section 6.2(a)(ii) during prior fiscal years or other allocation periods; (iiB) Second, subject to Section 6.2(a)(i)(D), to the Members holding the Class A Partners, in Units until the same ratio and in reverse order cumulative total amount of the allocations made to the Class A Partners under Section 5.3(b)(ii) for each Fiscal Year to the extent of the excess of (a) the allocations to each Class A Partner of Losses pursuant to Section 5.3(b)(ii) for the current and all prior Fiscal Years, over (b) and current allocations to each Class A Partner of Profits pursuant to under this Section 5.3(a)(ii6.2(a)(i)(B) for the current and all prior Fiscal Years; equals $7,575,758; Ecosphere Energy Services, LLC Limited Liability Company Agreement 12 (iiiC) Third, subject to the Class B Limited Partners, in proportion to their respective Class B Percentage Interests, in an amount equal to the excess (if any) of: (x) the Preferred Return; over (y) any amounts previously allocated under Section 5.3(a)(i6.2(a)(i)(D); and (iv) Thereafter, to the Class A Partners, Members in proportion to accordance with their Class A Percentage Interests.; and

Profits. Except as otherwise provided After giving effect to the special allocations set forth in Section 5.45.3 hereof, Profits for any Fiscal Year shall be allocated among the Partners as follows: (ia) First, to the Class B Limited PartnersMembers, in accordance with their Percentage Interests, until the same ratio and in reverse order aggregate amount of the allocations made Profits allocated to the Class B Limited Partners them under this Section 5.3(b)(iii5.1(a) for each the Fiscal Year to the extent of the excess of (a) the allocations to each Class B Limited Partner of Losses pursuant to Section 5.3(b)(iii) for all current and all prior Fiscal Years, over (b) allocations Years equals the aggregate amount of Losses allocated to each Class B Limited Partner of Profits them pursuant to this Section 5.3(a)(i5.2(e) for the current and all prior Fiscal Years; (iib) Second, to the Class A PartnersMembers, in until the same ratio and in reverse order aggregate amount of the allocations made Profits allocated to the Class A Partners them under this Section 5.3(b)(ii5.1(b) for each the Fiscal Year to and all prior Fiscal Years equals the extent of the excess of (a) the allocations to each Class A Partner aggregate amount of Losses allocated to them pursuant to Section 5.3(b)(ii5.2(d) for the current and all prior Fiscal Years, over (b) allocations to each Class A Partner of Profits pursuant to this Section 5.3(a)(ii) for the current and all prior Fiscal Years; (iii) Third, to the Class B Limited Partners, in proportion to their respective Class B Percentage Interestsshares of such Losses being offset; (c) Third, in an eighty percent (80%) to Acquisition and twenty percent (20%) to AmREIT SCA until the aggregate amount equal of Profits allocated to each Member under this Section 5.1(c) equals the excess (if any) of: sum of (x) the Preferred Return; over amount of distributions made pursuant to Section 4.2 and (y) any amounts previously allocated the amount of distributions made and the amount of accrued, unpaid distributions that would be made, to each Member under Section 5.3(a)(i4.3(a) in order to reduce Acquisition’s 8.25% IRR Deficiency to zero, (excluding, in each case, distributions representing a return of capital), plus the amount of Losses allocated to such Member under Section 5.2(c); (d) Fourth, seventy-five percent (75%) to Acquisition and twenty-five percent (25%) to AmREIT SCA until the aggregate amount of Profits allocated to each Member under this Section 5.1(d) equals the cumulative amount of distributions made, and the amount of accrued, unpaid distributions that would be made, to each Member under Section 4.3(b) in order to reduce Acquisition’s 12% IRR Deficiency to zero (excluding, in each case, distributions representing a return of capital), plus the amount of Losses allocated to such Member under Section 5.2(b); and (ive) ThereafterFifth, the balance, if any, seventy percent (70%) to the Class A Partners, in proportion Acquisition and thirty percent (30%) to their Class A Percentage InterestsAmREIT SCA.

Profits. Except as otherwise provided After giving effect to the special allocations set forth in Section 5.45.3, Profits (including those incurred upon a dissolution of the Company pursuant to Section 10.1) for any each Fiscal Year shall be allocated among in the Partners as followsfollowing order and priority: (i) First, to the Class B Limited PartnersCommon Members, in the same ratio proportion to and in reverse order of the allocations made to the Class B Limited Partners under Section 5.3(b)(iii) for each Fiscal Year to the extent of the excess excess, if any, of (aA) the allocations cumulative Losses allocated to each Class B Limited Partner any of Losses them pursuant to Section 5.3(b)(iii5.2(a)(iii) hereof for all current and all prior Fiscal YearsYears (or any portion thereof) following the last issuance of additional Common Units pursuant to Section 3.1(b) hereof, over (bB) allocations to each Class B Limited Partner of the cumulative Profits allocated pursuant to this Section 5.3(a)(i5.1(a)(i) for the current and all prior Fiscal YearsYears (or any portion thereof) during such period; (ii) Second, to the Class A Partners, Preferred Members in the same ratio proportion to and in reverse order of the allocations made to the Class A Partners under Section 5.3(b)(ii) for each Fiscal Year to the extent of the excess excess, if any, of (aA) the allocations cumulative Losses allocated to each Class A Partner any of Losses them pursuant to Section 5.3(b)(ii5.2(a)(ii) for the current and all prior Fiscal Years, Years over (bB) allocations to each Class A Partner of the cumulative Profits allocated pursuant to this Section 5.3(a)(ii5.1(a)(ii) for the current and all prior Fiscal Years;Years (it being the intent of this Section 5.1(a)(ii) to restore a Preferred Member’s Capital Account to the amount it would have been had no Losses been allocated to the Preferred Members with respect to the Preferred Units pursuant to Section 5.2(a)(ii)); and (iii) Third, the balance, if any, to the Class B Limited Partners, Common Members in proportion to their respective Class B Percentage Interests, in an amount equal to the excess (if any) of: (x) the Preferred Return; over (y) any amounts previously allocated under Section 5.3(a)(i); and (iv) Thereafter, to the Class A Partners, in proportion to their Class A Percentage Interestsnumber of Common Units held by each of them.