Common use of Allocation of Net Income Clause in Contracts

Allocation of Net Income. After giving effect to Section 1.5 of this Exhibit, for any Fiscal Year, the items of income, expense, gain and loss of the Company comprising Net Income shall be allocated as follows: (1) First, to the Members who have previously been allocated Net Losses pursuant to Section 1.5(f)(3) of this Exhibit in the reverse order (as to the periods in which such Net Losses were allocated) and in the same ratio of such Net Losses so allocated, until the aggregate Net Income allocated to each such Member pursuant to this Section 1.3(a)(1) is equal to the aggregate Net Losses allocated to that Member pursuant to said Section 1.5(f)(3); (2) Second, to the Members who have previously been allocated Net Losses pursuant to Section 1.5(f)(2) of this Exhibit in the reverse order (as to the periods in which such Net Losses were allocated) and in the same ratio of such Net Losses so allocated, until the aggregate Net Income allocated to each such Member pursuant to this Section 1.3(a)(2) is equal to the aggregate Net Losses allocated to that Member pursuant to said Section 1.5(f)(2); (3) Third, to the Members who have previously been allocated Net Losses pursuant to Section 1.3(b)(5) of this Exhibit in the reverse order (as to the periods in which such Net Losses were allocated) and in the same ratio of Net Losses so allocated, until the aggregate Net Income allocated to each such Member pursuant to this Section 1.3(a)(3) is equal to the aggregate Net Losses allocated to that Member pursuant to said Section 1.3(b)(5); (4) Fourth, to the Managing Member until the aggregate Net Income allocated to the Managing Member pursuant to this Section 1.3(a)(4) equals the (i) sum of (A) the amount of distributions for the current and all prior Fiscal Years to the Managing Member pursuant to Section 4.1(c), (B) the additional amount that currently would be required to be distributed to the Managing Member pursuant to Section 4.1(c) of the Agreement to provide the Managing Member with the Managing Member Preferred Return and (C) the aggregate amount of Net Losses allocated to the Managing Member pursuant to Section 1.3(b)(4) of this Exhibit; (5) Fifth, to the Non-Managing Member until the aggregate Net Income allocated to the Non-Managing Member pursuant to this Section 1.3(a)(5) equals the (i) sum of (A) the amount of distributions for the current and all prior Fiscal Years to the Non-Managing Member pursuant to Section 4.1(d), (B) the additional amount that currently would be required to be distributed to the Non-Managing Member pursuant to Section 4.1(d) of the Agreement to provide the Non-Managing Member with the Non-Managing Member Preferred Return and (C) the aggregate amount of Net Losses allocated to the Non-Managing Member pursuant to Section 1.3(b)(3) of this Exhibit; (6) Sixth, to the Members, in accordance with their respective Membership Percentages until the aggregate Net Income allocated to each Member pursuant to this Section 1.3(a)(6) equals (A) the amount of distributions for the current and all prior Fiscal Years to said Member pursuant to Section 4.1(e), (B) the additional amount that currently would be required to be distributed to said Member pursuant to Section 4.1(e) of the Agreement to provide the Members with a twelve percent (12%) cumulative, non-compounding annual return upon and in respect to the amount of their respective Unreturned Capital Contribution and (C) the aggregate amount of Net Losses allocated to said Member pursuant to Sections 1.3(b)(2) of this Exhibit; (7) Thereafter, (i) thirty-five percent (35%) to Non-Managing Member, and (ii) sixty-five percent (65%) to Managing Member;

Allocation of Net Income. After giving effect to Section 1.5 of this Exhibit, for any Fiscal Year, the items of income, expense, gain and loss of the Company comprising Net Income shall be allocated as follows: (1) First, to the Members who have previously been allocated Net Losses pursuant to Section 1.5(f)(3) of this Exhibit in the reverse order (as to the periods in which such Net Losses were allocated) and in the same ratio of such Net Losses so allocated, until the aggregate Net Income allocated to each such Member pursuant to this Section 1.3(a)(1) is equal to the aggregate Net Losses allocated to that Member pursuant to said Section 1.5(f)(31.4(f)(3); (2) Second, to the Members who have previously been allocated Net Losses pursuant to Section 1.5(f)(2) of this Exhibit in the reverse order (as to the periods in which such Net Losses were allocated) and in the same ratio of such Net Losses so allocated, until the aggregate Net Income allocated to each such Member pursuant to this Section 1.3(a)(2) is equal to the aggregate Net Losses allocated to that Member pursuant to said Section 1.5(f)(2); (3) Third, to the Members who have previously been allocated Net Losses pursuant to Section 1.3(b)(51.3(b)(3) of this Exhibit in the reverse order (as to the periods in which such Net Losses were allocated) and in the same ratio of Net Losses so allocated, until the aggregate Net Income allocated to each such Member pursuant to this Section 1.3(a)(3) is equal to the aggregate Net Losses allocated to that Member pursuant to said Section 1.3(b)(51.3(b)(3); (4) Fourth, to the Managing Member until the aggregate Net Income allocated to the Managing Member pursuant to this Section 1.3(a)(4) equals the (i) sum of (A) the amount of distributions for the current and all prior Fiscal Years to the Managing Member pursuant to Section 4.1(c), (B) the additional amount that currently would be required to be distributed to the Managing Member pursuant to Section 4.1(c) of the Agreement to provide the Managing Member with the 9% Managing Member Preferred Return and (C) the aggregate amount of Net Losses allocated to the Managing Member pursuant to Section 1.3(b)(41.3(b)(5) of this ExhibitExhibit less (ii) the Managing Member's Capital Contributions; (5) Fifth, to the Non-Managing Member until the aggregate Net Income allocated to the Non-Managing Member pursuant to this Section 1.3(a)(5) equals the (i) sum of (A) the amount of distributions for the current and all prior Fiscal Years to the Non-Managing Member pursuant to Section 4.1(d), (B) the additional amount that currently would be required to be distributed to the Non-Managing Member pursuant to Section 4.1(d) of the Agreement to provide the Non-Managing Member with the 9% Non-Managing Member Preferred Return and (C) the aggregate amount of Net Losses allocated to the Non-Managing Member pursuant to Section 1.3(b)(31.3(b)(4) of this ExhibitExhibit less (ii) the Non-Managing Member's Capital Contributions; (6) Sixth, to the Members, in accordance with their respective Membership Percentages until the aggregate Net Income allocated to each Member pursuant to this Section 1.3(a)(6) equals (A) the amount of distributions for the current and all prior Fiscal Years to said Member pursuant to Section 4.1(e), (B) the additional amount that currently would be required to be distributed to said Member pursuant to Section 4.1(e) of the Agreement to provide the Members with a twelve percent (12%) % cumulative, non-compounding annual return upon and in respect to the amount of their respective Unreturned Capital Contribution and (C) the aggregate amount of Net Losses allocated to said Member pursuant to Sections 1.3(b)(21.3(b)(4) and (5) of this Exhibit; (7) ThereafterSeventh, (i) thirty-five percent (35%) 40% to Non-Managing Member, and (ii) sixty-five percent (65%) 60% to Managing Member;, until the aggregate Net Income allocated to the Non-Managing Member pursuant to this Section 1.3(a)(7) equals the sum of (i) the amount of distributions to the Non-Managing Member for the current and all prior Fiscal Years pursuant to Section 4.1(f) of the Agreement and (ii) the additional amount which would be required to be distributed to the Non-Managing Member pursuant to Section 4.1(f) to provide the Non-Managing Member with a 15% cumulative, non-compounding annual return upon and in respect to the amount of their respective Unreturned Capital Contribution and (iii) the aggregate amount of Net Losses allocated pursuant to Sections 1.3(b)(4) and (5) of this Exhibit; and (8) Thereafter, (i) 45% to the Non-Managing Member, and (ii) 55% to the Managing Member.

Allocation of Net Income. After giving effect to Section 1.5 1.3 of this Exhibit, Net Income for any Fiscal Year, the items of income, expense, gain and loss Year of the Company comprising Net Income shall be allocated as follows: (1i) First, to the Members who have previously been allocated Net Losses pursuant to Section 1.5(f)(31.2(b)(iii) of this Exhibit Exhibit, in the reverse order (as proportion to the periods in which such Net Losses were allocated) and in the same ratio of such Net Losses so allocated, until the aggregate Net Income allocated to each such Member pursuant to this Section 1.3(a)(1) is equal to the aggregate Net Losses allocated to that Member pursuant to said Section 1.5(f)(3); (2) Second, to the Members who have previously been allocated Net Losses pursuant to Section 1.5(f)(2) of this Exhibit in the reverse order (as to the periods in which such Net Losses were allocated) and in the same ratio of such Net Losses so allocated, until the aggregate Net Income allocated to each such Member pursuant to this Section 1.3(a)(2) is equal to the aggregate Net Losses allocated to that Member pursuant to said Section 1.5(f)(2); (3) Third, to the Members who have previously been allocated Net Losses pursuant to Section 1.3(b)(5) of this Exhibit in the reverse order (as to the periods in which such Net Losses were allocated) and in the same ratio amount of Net Losses so allocated, until the aggregate Net Income allocated to each such Member pursuant to this Section 1.3(a)(31.2(a)(i) is equal to the aggregate Net Losses allocated to that Member pursuant to said Section 1.3(b)(51.2(b)(iii); (4ii) FourthSecond, to the Managing Member Members who have previously been allocated Net Losses pursuant to Section 1.2(b)(ii) of this Exhibit, in proportion to the amount of Net Losses so allocated, until the aggregate Net Income allocated to the Managing each such Member pursuant to this Section 1.3(a)(41.2(a)(ii) equals the (i) sum of (A) the amount of distributions for the current and all prior Fiscal Years is equal to the Managing Member pursuant to Section 4.1(c), (B) the additional amount that currently would be required to be distributed to the Managing Member pursuant to Section 4.1(c) of the Agreement to provide the Managing Member with the Managing Member Preferred Return and (C) the aggregate amount of Net Losses allocated to the Managing that Member pursuant to said Section 1.3(b)(4) of this Exhibit1.2(b)(ii); (5iii) FifthThird, to the Non-Managing Member until the aggregate Net Income allocated Members pro rata (in proportion to the Non-Managing Member pursuant to this Section 1.3(a)(5their Memorandum Accounts, if any) equals the (i) sum of (A) the amount of distributions for the current and all prior Fiscal Years to the Non-Managing Member pursuant to Section 4.1(d), (B) the additional amount that currently would be required to be distributed to the Non-Managing Member pursuant to Section 4.1(d) of the Agreement to provide the Non-Managing Member with the Non-Managing Member Preferred Return and (C) the aggregate amount of Net Losses allocated to the Non-Managing Member pursuant to Section 1.3(b)(3) of this Exhibit; (6) Sixth, to the Members, in accordance with their respective Membership Percentages until the aggregate Net Income allocated to each Member pursuant to this Section 1.3(a)(61.2(a)(iii) equals is equal to the sum of: (A) the amount 12% Preferred Return accrued with respect to that Member's Memorandum Account through the end of distributions the Fiscal Year for which the current allocation under this Section 1.2(a)(iii) is being made and all prior Fiscal Years to said Member pursuant to Section 4.1(e), (B) the additional amount that currently would be required to be distributed to said Member pursuant to Section 4.1(e) of the Agreement to provide the Members with a twelve percent (12%) cumulative, non-compounding annual return upon and in respect to the amount of their respective Unreturned Capital Contribution and (C) the aggregate amount any allocations of Net Losses allocated to said that Member pursuant to Sections 1.3(b)(2Section 1.3(b)(i) of this Exhibit, that are attributable to the reversal of allocations of Net Income pursuant to this Section 1.2(a)(iii); (7iv) ThereafterFourth, to the Members to the extent of and in the amount of cumulative distributions made to them pursuant to Section 4.1(c) of this Agreement, until the aggregate Net Income allocated to each such Member pursuant to this Section 1.2(a)(iv) is equal to the distributions made to that Member pursuant to said Section 4.1(c); (iv) thirtyFifth, to the Members on a pro rata basis in accordance with their then current Back-five percent (35%) to Non-Managing Member, and (ii) sixty-five percent (65%) to Managing Member;End Percentage Interests.

Allocation of Net Income. After giving effect (i) First, in the event and to the extent that, Net Losses shall have been allocated one hundred percent (100%) to the General Partner pursuant to Section 1.5 3.3(a)(iii) hereof for prior fiscal years, Net Income shall be allocated one hundred percent (100%) to the General Partner until the aggregate amount of Net Income allocated to the General Partner pursuant to this ExhibitSection 3.3(b)(i) for all fiscal years shall equal the aggregate amount of Net Losses allocated to the General Partner pursuant to Section 3.3(a)(iii) hereof for all fiscal years. (ii) Second, in the event, and to the extent that, Net Losses shall have been allocated ninety-nine percent (99%) to the Limited Partners and one percent (1%) to the General Partner pursuant to Section 3.3(a)(ii) hereof for prior fiscal years, Net Income shall be allocated ninety-nine percent (99%) to the Limited Partners and one percent (1%) to the General Partner until the aggregate amount of Net Income allocated to the Limited Partners pursuant to this Section 3.3(b)(ii) for all fiscal years shall equal the aggregate amount of Net Losses allocated to the Limited Partners pursuant to Section 3.3(a)(ii) hereof for all fiscal years. (iii) Third, any Fiscal Year, the items of income, expense, gain and loss of the Company comprising remaining Net Income shall be allocated as follows: (1A) First, to the Members who General Partner in an amount that causes the General Partner to have previously been allocated Net Losses pursuant to Section 1.5(f)(3) of this Exhibit in the reverse order (as to the periods in which such Net Losses were allocated) and in the same ratio of such Net Losses so allocated, until the aggregate Net Income allocated to each such Member pursuant to this Section 1.3(a)(13.3(b)(iii)(A) is equal to the when reduced by aggregate Net Losses allocated to that Member pursuant to said Section 1.5(f)(3); (2) Second, to the Members who have previously been allocated Net Losses pursuant to Section 1.5(f)(23.3(a)(i)(A) equal to twenty percent (20%) of this Exhibit in the reverse order (as to the periods in which such Net Losses were allocated) and in the same ratio of such Net Losses so allocated, until the aggregate Net Income allocated to each such Member pursuant to this Section 1.3(a)(2) is equal to the aggregate Net Losses allocated to that Member pursuant to said Section 1.5(f)(2); (3) Third, to the Members who have previously been allocated Net Losses pursuant to Section 1.3(b)(5) of this Exhibit in the reverse order (as to the periods in which such Net Losses were allocated) and in the same ratio of Net Losses so allocated, until the aggregate Net Income allocated to each such Member pursuant to this Section 1.3(a)(3) is equal to the aggregate Net Losses allocated to that Member pursuant to said Section 1.3(b)(5); (4) Fourth, to the Managing Member until the aggregate Net Income allocated to the Managing Member pursuant to this Section 1.3(a)(4) equals the (i) sum excess of (A) the amount of distributions aggregate Net Gain realized by the Partnership for the each prior and current and all prior Fiscal Years to the Managing Member pursuant to Section 4.1(c)fiscal year, over (B) the additional amount that currently would be required to be distributed to the Managing Member pursuant to Section 4.1(c) of the Agreement to provide the Managing Member with the Managing Member Preferred Return and (C) the aggregate amount of Net Losses allocated to the Managing Member pursuant to Section 1.3(b)(4) of this Exhibit; (5) Fifth, to the Non-Managing Member until the aggregate Net Income allocated to Loss realized by the Non-Managing Member pursuant to this Section 1.3(a)(5) equals the (i) sum of (A) the amount of distributions Partnership for the each prior and current and all prior Fiscal Years to the Non-Managing Member pursuant to Section 4.1(d), fiscal year; and (B) the additional amount that currently would be required to be distributed to the Nonremainder one-Managing Member pursuant to Section 4.1(d) of the Agreement to provide the Non-Managing Member with the Non-Managing Member Preferred Return and (C) the aggregate amount of Net Losses allocated to the Non-Managing Member pursuant to Section 1.3(b)(3) of this Exhibit; (6) Sixth, to the Members, in accordance with their respective Membership Percentages until the aggregate Net Income allocated to each Member pursuant to this Section 1.3(a)(6) equals (A) the amount of distributions for the current and all prior Fiscal Years to said Member pursuant to Section 4.1(e), (B) the additional amount that currently would be required to be distributed to said Member pursuant to Section 4.1(e) of the Agreement to provide the Members with a twelve hundred percent (12%) cumulative, non-compounding annual return upon and in respect to the amount of their respective Unreturned Capital Contribution and (C) the aggregate amount of Net Losses allocated to said Member pursuant to Sections 1.3(b)(2) of this Exhibit; (7) Thereafter, (i) thirty-five percent (35100%) to Non-Managing Member, and (ii) sixty-five percent (65%) to Managing Member;the Limited Partners.

Allocation of Net Income. After giving effect to the special allocations set forth in Section 1.5 of this Exhibit4.6 and Section 4.7, for any Fiscal Year, the items of income, expense, gain and loss Net Income of the Company comprising Net Income for each Fiscal Year or part thereof shall be allocated as followsto the Members in the order of priority and to the extent specified below: (1a) First, to the Members who have previously been allocated Net Losses pursuant to Section 1.5(f)(3) of this Exhibit in the reverse order (as to the periods in which such Net Losses were allocated) and in the same ratio of such Net Losses so allocated, until the aggregate Net Income allocated to each such Member pursuant to this Section 1.3(a)(1) is equal to the aggregate Net Losses allocated to that Member pursuant to said Section 1.5(f)(3); (2) Second, to the Members who have previously been allocated Net Losses pursuant to Section 1.5(f)(2) of this Exhibit in the reverse order (as to the periods in which such Net Losses were allocated) and in the same ratio of such Net Losses so allocated, until the aggregate Net Income allocated to each such Member pursuant to this Section 1.3(a)(2) is equal to the aggregate Net Losses allocated to that Member pursuant to said Section 1.5(f)(2); (3) Third, to the Members who have previously been allocated Net Losses pursuant to Section 1.3(b)(5) of this Exhibit in the reverse order (as to the periods in which such Net Losses were allocated) and in the same ratio of Net Losses so allocated, until the aggregate Net Income allocated to each such Member pursuant to this Section 1.3(a)(3) is equal to the aggregate Net Losses allocated to that Member pursuant to said Section 1.3(b)(5); (4) Fourth, to the Managing Member until the aggregate Net Income allocated to the Managing Member pursuant to this Section 1.3(a)(4) equals the (i) sum of (A) the amount of distributions for the current and all prior Fiscal Years to the Managing Member pursuant to Section 4.1(c), (B) the additional amount that currently would be required to be distributed to the Managing Member pursuant to Section 4.1(c) of the Agreement to provide the Managing Member with the Managing Member Preferred Return and (C) the aggregate amount of Net Losses allocated to the Managing Member pursuant to Section 1.3(b)(4) of this Exhibit; (5) Fifth, to the Non-Managing Member until the aggregate Net Income allocated to the Non-Managing Member pursuant to this Section 1.3(a)(5) equals the (i) sum of (A) the amount of distributions for the current and all prior Fiscal Years to the Non-Managing Member pursuant to Section 4.1(d), (B) the additional amount that currently would be required to be distributed to the Non-Managing Member pursuant to Section 4.1(d) of the Agreement to provide the Non-Managing Member with the Non-Managing Member Preferred Return and (C) the aggregate amount of Net Losses allocated to the Non-Managing Member pursuant to Section 1.3(b)(3) of this Exhibit; (6) Sixth, to the Members, in accordance with their respective Membership Percentages until the aggregate Net Income allocated to each Member pursuant to this Section 1.3(a)(64.2(a) equals (A) the amount of distributions for the current and all prior Fiscal Years aggregate Net Loss allocated to said each such Member pursuant to Section 4.1(e4.3(c), (B) the additional amount that currently would be required with Net Income to be distributed allocated to said Member offset such prior allocations of Net Loss in the reverse order that the same were made; (b) Next, to XXXX until the aggregate Net Income allocated to XXXX pursuant to this Section 4.2(b) and the aggregate Capital Event Gain allocated to it pursuant to Section 4.1(e4.4(a) of the Agreement to provide the Members with a twelve percent (12%) cumulative, non-compounding annual return upon and in respect to the amount of their respective Unreturned Capital Contribution and (C) equals the aggregate amount cash distributed or available for distribution to XXXX on account of Net Losses allocated to said Member unpaid Preferred Return pursuant to Sections 1.3(b)(2) of this ExhibitSection 4.11(a)(i), and Section 4.12(b)(i); (7c) ThereafterNext, (ito BOP until the aggregate Net Income allocated to BOP pursuant to this Section 4.2(b) thirty-five percent (35%and the aggregate Capital Event Gain allocated to it pursuant to Section 4.4(a) equals the aggregate cash distributed or available for distribution to Non-Managing MemberBOP on account of unpaid Preferred Return pursuant to Section 4.11(a)(iii), and Section 4.12(b)(iii); (iid) sixty-five percent Next, to the Members, to the extent of, and in proportion to, the amount by which the Unreturned Capital Contributions of each exceeds its Capital Account balance after taking into account each of the foregoing allocations; and (65%e) The balance, if any, to Managing Member;the Members in accordance with their respective Economic Percentage Interests.

Allocation of Net Income. After giving effect to the guaranteed payment provided in Section 1.5 of this Exhibit5.4 and the special allocations set forth in Sections 5.5 through 5.8, net income for any Fiscal Year, the items of income, expense, gain and loss of the Company comprising Net Income fiscal year or portion thereof shall be allocated as followsamong the Venturers in the following order and priority: (1) A. First, to each Venturer until the Members who have previously been allocated Net Losses aggregate allocations of net income to each Venturer pursuant to this Section 5.1(a) for all fiscal years or portions thereof are equal to the aggregate allocations of net loss to each Venturer pursuant to Section 1.5(f)(3) of this Exhibit 5.3 for all fiscal years or portions thereof, in the reverse order (as of, and in proportion to, the prior allocations of net loss to the periods in which Venturers pursuant to Section 5.3; B. Second, 50% to the holders of the Series A Units pro rata among such Net Losses were allocated) holders and in 50% to the same ratio holders of the Series B Units pro rata among such Net Losses so allocated, holders until the aggregate Net Income allocated to each such Member allocations of net income pursuant to this Section 1.3(a)(15.1(b) is for all fiscal years or portions thereof are equal to the aggregate Net Losses allocated to that Member pursuant to said Section 1.5(f)(3); (2) Second, to the Members who have previously been allocated Net Losses allocations of net loss pursuant to Section 1.5(f)(25.2(d) of this Exhibit in the reverse order (as for all fiscal years or portions thereof; C. Third, 100% to the periods in which holders of the Series A Units pro rata among such Net Losses were allocated) and in the same ratio of such Net Losses so allocated, holders until the aggregate Net Income allocated allocations of net income to each such Member the holders of the Series A Units pursuant to this Section 1.3(a)(25.1(c) is for all fiscal years or portions thereof are equal to the aggregate Net Losses allocated to that Member pursuant to said Section 1.5(f)(2); (3) Third, allocations of net loss to the Members who have previously been allocated Net Losses holders of the Series A Units pursuant to Section 1.3(b)(55.2(c) of this Exhibit in the reverse order (as for all fiscal years or portions thereof; D. Fourth, 100% to the periods in which holders of the Series B Units pro rata among such Net Losses were allocated) and in the same ratio of Net Losses so allocated, holders until the aggregate Net Income allocated allocations of net income to each such Member the holders of the Series B Units pursuant to this Section 1.3(a)(35.1(d) is for all fiscal years or portions thereof are equal to the aggregate Net Losses allocated allocations of net loss to that Member the holders of the Series B Units pursuant to said Section 1.3(b)(5)5.2(b) for all fiscal years or portions thereof; (4) FourthE. Fifth, 100% to the Managing Member holders of the Series B Units pro rata among such holders until the aggregate Net Income allocated allocations of net income to the Managing Member holders of the Series B Units pursuant to this Section 1.3(a)(45.1(e) equals the (i) sum of (A) the amount of distributions for the current and all prior Fiscal Years fiscal years or portions thereof are equal to a nominal 15% return, compounded monthly, on such holders' Unreturned Capital Contributions; and F. Thereafter, 50% to the Managing Member pursuant to Section 4.1(c), (B) holders of the additional amount that currently would be required to be distributed Series A Units pro rata among such holders and 50% to the Managing Member pursuant to Section 4.1(c) holders of the Agreement to provide the Managing Member with the Managing Member Preferred Return and (C) the aggregate amount of Net Losses allocated to the Managing Member pursuant to Section 1.3(b)(4) of this Exhibit; (5) Fifth, to the Non-Managing Member until the aggregate Net Income allocated to the Non-Managing Member pursuant to this Section 1.3(a)(5) equals the (i) sum of (A) the amount of distributions for the current and all prior Fiscal Years to the Non-Managing Member pursuant to Section 4.1(d), (B) the additional amount that currently would be required to be distributed to the Non-Managing Member pursuant to Section 4.1(d) of the Agreement to provide the Non-Managing Member with the Non-Managing Member Preferred Return and (C) the aggregate amount of Net Losses allocated to the Non-Managing Member pursuant to Section 1.3(b)(3) of this Exhibit; (6) Sixth, to the Members, in accordance with their respective Membership Percentages until the aggregate Net Income allocated to each Member pursuant to this Section 1.3(a)(6) equals (A) the amount of distributions for the current and all prior Fiscal Years to said Member pursuant to Section 4.1(e), (B) the additional amount that currently would be required to be distributed to said Member pursuant to Section 4.1(e) of the Agreement to provide the Members with a twelve percent (12%) cumulative, non-compounding annual return upon and in respect to the amount of their respective Unreturned Capital Contribution and (C) the aggregate amount of Net Losses allocated to said Member pursuant to Sections 1.3(b)(2) of this Exhibit; (7) Thereafter, (i) thirty-five percent (35%) to Non-Managing Member, and (ii) sixty-five percent (65%) to Managing Member;Series B Units pro rata among such holders.