Common use of Allocation of Net Profits and Net Losses Clause in Contracts

Allocation of Net Profits and Net Losses. (a) Except as otherwise provided in Section 6.1(b), Net Profit or Net Loss shall be allocated to make the Partially Adjusted Capital Accounts of the Partners equal, as nearly as possible, to their respective Target Accounts. (b) Items comprising Winding Up Profit and Loss shall be allocated in such a manner so as to cause the Partially Adjusted Capital Accounts of the Partners to equal, as nearly as possible, their respective Target Accounts. To the greatest extent possible, if a Partner has a positive adjustment under this clause (b), the items to be allocated shall consist of a pro rata portion of all items comprising positive adjustments to Capital Accounts to the extent necessary; and if a Partner has a negative adjustment, the items allocated shall consist of a pro rata portion of all items comprising negative adjustments to Capital Accounts, the Partners intent being that the first sentence of this clause (b) be achieved using a pro rata share of items to the maximum extent possible. (c) All Net Profits and Net Losses shall be allocated to the Partners shown on the records of the Partnership to have been Partners as of the last day of the Partnership Fiscal Year for which such allocation is to be made, except that, if a Partner sells or exchanges its interest in the Partnership or otherwise is admitted as a substituted Partner, the Net Profits and Net Losses shall be allocated between the transferor and transferee by taking into account their varying interests during the Partnership Fiscal Year in accordance with Code Section 706(d), using the interim closing of the books method or such other method as shall be approved as a Major Decision by the Executive Committee. (d) The parties intend that the foregoing tax allocation provisions of this Article VI shall produce final Capital Account balances of the Partners that will permit liquidating distributions that are made in accordance with final Capital Account balances under Section 13.5 to be made (after unpaid loans and interest thereon, including those owed to Partners have been paid) in a manner identical to the order of distribution priorities set forth in Section 6.2. To the extent that the tax allocation provisions of this Article VI would fail to produce such final Capital Account balances, (i) such provisions shall be amended by the Managing Partner if and to the extent necessary to produce such results and (ii) taxable income and taxable loss of the Partnership for prior open years (or items of gross income and deduction of the Partnership for such years) shall be reallocated by the Managing Partner among the Partners to the extent it is not possible to achieve such result with allocations of items of income (including gross income) and deduction for the current year and future years.

Allocation of Net Profits and Net Losses. (a) Net Profits and Net Losses of each Series shall be determined and allocated daily as of the close of business to and among Holders of that Series in proportion to their respective interests in the Series, determined as of the opening of business on such day. (b) Except as otherwise provided in Section 6.1(b)this Section, Net Profit for each fiscal year, items of income, deduction, gain, loss or Net Loss credit that are recognized by a Series for tax purposes shall be allocated pursuant to make Treasury Regulations Section 1.704-1(b) in such manner as to equitably reflect amounts credited or debited to the Partially Adjusted Book Capital Accounts Account of each Holder with respect to that Series for such year. Allocations of such items also shall be made, where appropriate, in accordance with Section 704(c) of the Partners equalCode and the regulations thereunder, as nearly as possible, to their respective Target Accounts. (b) Items comprising Winding Up Profit and Loss shall may be allocated provided in such a manner so as to cause any policies adopted by the Partially Adjusted Capital Accounts of the Partners to equal, as nearly as possible, their respective Target Accounts. To the greatest extent possible, if a Partner has a positive adjustment under this clause (b), the items to be allocated shall consist of a pro rata portion of all items comprising positive adjustments to Capital Accounts to the extent necessary; and if a Partner has a negative adjustment, the items allocated shall consist of a pro rata portion of all items comprising negative adjustments to Capital Accounts, the Partners intent being that the first sentence of this clause (b) be achieved using a pro rata share of items to the maximum extent possibleTrustees. (c) All Net Profits Expenses of a Series, if any, which are borne by any Holder of that Series in its individual capacity shall be specially allocated to that Holder. (d) Notwithstanding the foregoing, the following shall apply: (i) To the extent any losses or deduction otherwise allocable to a Holder hereunder would cause such Holder (hereinafter, a "Restricted Holder") to have an Adjusted Book Capital Account Deficit with respect to its Book Capital Account as of the end of the fiscal year to which such losses or deduction relate, such losses and Net Losses deduction shall not be allocated to such Restricted Holder and instead shall be allocated to the Partners shown on the records of the Partnership to have been Partners as of the last day of the Partnership Fiscal Year for which such allocation is to be made, except that, if a Partner sells or exchanges its interest other Holders in the Partnership or otherwise is admitted same Series as a substituted Partner, the Net Profits and Net Losses shall be allocated between the transferor and transferee by taking into account their varying interests during the Partnership Fiscal Year Restricted Holder pro rata in accordance with Code Section 706(d), using the interim closing of the books method or their respective interests in such other method as shall be approved as a Major Decision by the Executive CommitteeSeries. (dii) The parties intend that In the foregoing tax allocation provisions of this Article VI shall produce final event any Holder unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), and such Holder has an Adjusted Book Capital Account balances Deficit, items of income and gain shall be specially allocated to such Holder in an amount and manner sufficient to eliminate the Partners that will permit liquidating distributions that are made in accordance with final Adjusted Book Capital Account balances Deficit as quickly as possible. This clause is intended to constitute a "qualified income offset" under Treasury Regulations Section 13.5 to 1.704-1(b)(2)(ii)(d) and shall be made interpreted consistently therewith. (after unpaid loans and interest thereon, including those owed to Partners have been paidiii) in a manner identical to the order of distribution priorities set forth in Section 6.2. To the extent that Treasury Regulations Section 1.704-1(b)(2)(iv)(m) requires that Book Capital Accounts be adjusted with respect to an adjustment to the tax allocation provisions basis of this Article VI would fail a Series' property pursuant to produce a Code Section 754 election, such final Capital Account balances, (i) such provisions adjustment shall be amended by treated as an item of income, gain or loss and allocated to the Managing Partner if and to Holders as appropriate. (iv) To the extent necessary to produce such results and (ii) taxable income and taxable loss avoid any economic distortions which may result from application of the Partnership for prior open years (or Regulatory Allocations, future items of gross income income, gain, loss, expense and deduction shall be allocated as appropriate in the reasonable discretion of the Partnership for such yearsTrustees in order to remedy any economic distortions that the Regulatory Allocations might otherwise cause. For purposes hereof, "Regulatory Allocations" shall mean the allocations provided under Sections 7.2(d)(i) shall be reallocated by the Managing Partner among the Partners to the extent it is not possible to achieve such result with allocations of items of income (including gross income) and deduction for the current year and future yearsthrough 2(d)(ii).

Allocation of Net Profits and Net Losses. (a) Except Any Net Profits or Net Losses (as otherwise provided defined in Section 6.1(b), Net Profit or Net Loss 6.02) during any Fiscal Period shall be allocated as of the end of such Fiscal Period to make the Partially Adjusted Capital Accounts of all the Partners equal, in the proportions which each Partner's Capital Account as nearly as possible, of the beginning of such Fiscal Period bore to their respective Target Accounts. (b) Items comprising Winding Up Profit and Loss shall be allocated in such a manner so as to cause the Partially Adjusted sum of the Capital Accounts of all the Partners to equal, as nearly as possible, their respective Target Accounts. To the greatest extent possible, if a Partner has a positive adjustment under this clause (b), the items to be allocated shall consist of a pro rata portion of all items comprising positive adjustments to Capital Accounts to the extent necessary; and if a Partner has a negative adjustment, the items allocated shall consist of a pro rata portion of all items comprising negative adjustments to Capital Accounts, the Partners intent being that the first sentence of this clause (b) be achieved using a pro rata share of items to the maximum extent possible. (c) All Net Profits and Net Losses shall be allocated to the Partners shown on the records of the Partnership to have been Partners as of the last day beginning of such Fiscal Period. b) In any fiscal year (“Current Year”), to the Partnership Fiscal Year for which such allocation is to be made, except that, if a Partner sells or exchanges its interest in the Partnership or otherwise is admitted as a substituted Partner, extent the Net Profits allocated to a particular Limited Partners Capital Account pursuant to Section 6.01 (a) and Section 6.03 exceed the Net Losses so allocated to such Limited Partners Capital Account for such Limited Partner for the Current Year, there shall be allocated between reallocated to the transferor and transferee by taking into account their varying interests during the Partnership Fiscal Year in accordance with Code Section 706(d), using the interim closing General Partner as of the books method or end of the Current Year an amount equal to 10% of the Net Profits so allocated to such other method as shall Limited Partner for such fiscal year; provided however, that no amount will be approved as a Major Decision by the Executive Committee. (d) The parties intend that the foregoing tax allocation provisions of this Article VI shall produce final reallocated from such Limited Partners Capital Account balances of the Partners that will permit liquidating distributions that are made in accordance with final Capital Account balances under Section 13.5 to be made (after unpaid loans and interest thereon, including those owed to Partners have been paid) in a manner identical to the order of distribution priorities set forth in Section 6.2. To the extent General Partner for that the tax allocation provisions of this Article VI would fail to produce such final Capital Account balances, year unless (i) the Net Profits for the Year exceed such provisions shall be amended by the Managing Partner if and to the extent necessary to produce such results Limited Partner's loss carryforward amount, and (ii) taxable income and taxable loss the Net Profits allocated to such Limited Partner (before the 10% allocation), for the fiscal year, exceeds an amount equal to an annual return of 5.0% on the Limited Partners Capital Account balance as of the Partnership preceding fiscal year End (and adjusted proportionately to reflect any capital contributions or capital withdrawals made during the fiscal year). The loss carryforward amount for a particular limited partner applicable to the Current Year shall be the sum of all prior open years (or items of gross income and deduction of year Net Losses allocation to the Partnership for Limited not subsequently offset by prior year Net Profits; provided, that the-loss carryforward amount shall be reduced proportionately to reflect any net withdrawals made by such yearsLimited Partner. The total amount so reallocated pursuant to this Section 6.01(b) shall be reallocated by credited as of the Managing Partner among end of the Partners year to the extent it Capital Account of the General Partner. The General Partner, in its sole discretion, may waive or reduce this reallocation with regard to Limited Partners that are employees or affiliates of the General Partner or relatives of such persons or for any other Limited Partner for any reason. c) In the event that a Limited Partner withdraws or is not possible required to achieve such result with allocations retire at any time other than the end of items of income (including gross income) and deduction a fiscal year, the reallocation provided for the current year and future years.in Section 6.01

Allocation of Net Profits and Net Losses. (a) Except as otherwise provided in Section 6.1(b), 6.03 regarding the treatment of "Hot Issues" (as hereinafter defined) any Net Profit Profits or Net Loss Losses (as defined in Section 6.02) during any Fiscal Period shall be allocated as of the end of such Fiscal Period to make the Partially Adjusted Capital Accounts of all the Partners equal, in the proportions which each Partner's Capital Account as nearly of the beginning of such Fiscal Period bore to the sum of the Capital Accounts of all the Partners as possible, to their respective Target Accountsof the beginning of such Fiscal Period. (b) Items comprising Winding Up Profit and Loss If in any fiscal year ("Current Year") the Net Profits allocated to the Capital Account of a Limited Partner pursuant to Section 6.01(a) exceed the Net Losses so allocated to such Limited Partner's Capital Account, there shall be reallocated to the General Partner as of the end of the Current Year an amount equal to 20% of such excess; provided, however, that this reallocation will be subject to a loss carryforward provision such that the amount so reallocated from such Limited Partner's Capital Account to the General Partner for the Current Year may not exceed 20% of the excess of the Net Profits for the Current Year over such Limited Partner's loss carryforward amount applicable to the Current Year and provided, further, that the amount reallocated from all Limited Partners to the General Partner shall not exceed the Net Profits of the Partnership for the Current Year. For purposes of the first proviso of the preceding sentence, the loss carryforward amount for a particular limited partner applicable to the Current Year shall be the sum of all prior year Net Losses allocated in to the Limited Partner and not subsequently offset by prior year Net Profits. The loss carryforward amount shall be reduced proportionately to reflect any net withdrawals made by such a manner Limited Partner subsequent to any such prior year Net Losses. The total amount so reallocated pursuant to this Section 6.01(b) shall be credited as of the end of the fiscal year to cause the Partially Adjusted Capital Account of the General Partner and to the Capital Accounts of such Limited Partners as the Partners to equal, as nearly as possible, their respective Target Accounts. To the greatest extent possible, if a General Partner has a positive adjustment under this clause (b), the items to be allocated shall consist of a pro rata portion of all items comprising positive adjustments to Capital Accounts to the extent necessary; and if a Partner has a negative adjustment, the items allocated shall consist of a pro rata portion of all items comprising negative adjustments to Capital Accounts, the Partners intent being that the first sentence of this clause (b) be achieved using a pro rata share of items to the maximum extent possibledesignate. (c) All Net Profits and Net Losses In the event of the retirement of a Partner at anytime other than the end of a fiscal year, the allocation provided for in Section 6.01(b) shall be allocated made with respect to such Partner for the Fiscal Period ending on such date as though the last day of such Fiscal Period was the last day of a fiscal year. The amount so deducted from the Capital Accounts of all Partners who so retire shall be held in a "Suspense Account" until the end of such fiscal year at which time the total of such amounts shall be credited to the Partners shown on Capital Account of the records General Partner up to the amount by which the Net Profit of the Partnership for such fiscal year exceeds the amount reallocated from the Limited Partners under Section 6.01(b) or such fiscal year, and the balance, if any, of such amount shall be credited to have been the Capital Accounts of the Partners as of the last day of the Partnership Fiscal Year for which such allocation is to be made, except that, if a Partner sells or exchanges its interest in the Partnership or otherwise is admitted as a substituted Partner, the Net Profits and Net Losses shall be allocated between the transferor and transferee by taking into account their varying interests during the Partnership Fiscal Year in accordance with Code Section 706(d), using the interim closing of the books method or such other method as shall be approved as a Major Decision by the Executive Committeefiscal year. (d) The parties intend that the foregoing tax allocation provisions of this Article VI shall produce final Capital Account balances of the Partners that will permit liquidating distributions that are made in accordance with final Capital Account balances under Section 13.5 to be made (after unpaid loans and interest thereon, including those owed to Partners have been paid) in a manner identical to the order of distribution priorities set forth in Section 6.2. To the extent that the tax allocation provisions of this Article VI would fail to produce such final Capital Account balances, (i) such provisions shall be amended by the Managing Partner if and to the extent necessary to produce such results and (ii) taxable income and taxable loss of the Partnership for prior open years (or items of gross income and deduction of the Partnership for such years) shall be reallocated by the Managing Partner among the Partners to the extent it is not possible to achieve such result with allocations of items of income (including gross income) and deduction for the current year and future years.

Allocation of Net Profits and Net Losses. (a) Except as otherwise provided in Section 6.1(b)this Agreement, Net Profit or Net Loss Profits for an Accounting Period shall be allocated in accordance with the following method: (i) Net Profits for each Interim Accounting Period in a Fiscal Year or, if there are no Interim Accounting Periods, Net Profits for a Complete Accounting Period shall be preliminarily allocated to make the Partially Adjusted Capital Accounts of the Partners equal, as nearly as possible, in proportion to their respective Target AccountsOpening Capital Balances for such Accounting Period. All Net Profits so allocated to a Partner’s Capital Account shall be referred to as such Partner’s “Preliminary Profit Allocation.” For the avoidance of doubt, the Capital Accounts of the Strategic Investor maintained in accordance with Section 4.03(c) shall not be allocated any Net Profits pursuant to this Section 4.06(a)(i). (ii) With respect to each Limited Partner other than the Strategic Investor, at the close of each Complete Accounting Period, the General Partner shall be allocated a performance allocation (the “Performance Allocation”). In addition, the General Partner shall make allocations to the Capital Account(s) maintained in respect of the Performance-Based Special Allocation Interest calculated in the same manner as the Performance Allocation at the close of each Complete Accounting Period (the “Performance-Based Special Allocation”). The total amount borne by any Limited Partner in respect of the Performance Allocation and the Performance-Based Special Allocation (in the aggregate) for such Complete Accounting Period shall be equal 10% of the excess, if any, of such Limited Partner’s aggregate Preliminary Profit Allocation for such Complete Accounting Period (including the Preliminary Profit Allocations of Interim Accounting Periods within that Complete Accounting Period less any Loss Allocation incurred for any Interim Accounting Periods during such Complete Accounting Period over the sum of (x) without duplication, the amount of the Management Fees debited from such Partner’s Capital Account for such Complete Accounting Period, (y) without duplication, the aggregate reallocations made from such Capital Account pursuant to Section 4.06(g) during such Complete Accounting Period and (z) any unrecovered balance remaining in such Limited Partner’s Loss Recovery Account (defined below), subject to the following sentence. The amount of the unrecovered balance remaining in the Loss Recovery Account of a Limited Partner at the time of calculating the Performance Allocation and the Performance-Based Special Allocation shall be the amount immediately prior to its reduction pursuant to the second sentence of Section 4.06(e), which allocation shall then reduce such Limited Partner’s final profit allocation for the Complete Accounting Period. For purposes of the Performance Allocation and the Performance-Based Special Allocation (and the Loss Recovery Account), all of the Capital Contributions of a Limited Partner will be maintained in one Capital Account. (b) Items comprising Winding Up Profit and Loss Net Losses for each Interim Accounting Period in a Fiscal Year, or if none, Net Losses for each Complete Accounting Period shall be allocated in such a manner so as 100% to cause the Partially Adjusted Capital Accounts of the Partners in proportion to equal, as nearly as possible, their respective Target AccountsOpening Capital Balances. To All Net Losses so allocated to a Partner’s Capital Account shall be referred to as such Partner’s “Loss Allocation.” For the greatest extent possible, if a Partner has a positive adjustment under this clause (b)avoidance of doubt, the items to Capital Accounts of the Strategic Investor maintained in accordance with Section 4.03(c) shall not be allocated shall consist of a pro rata portion of all items comprising positive adjustments any Loss Allocations pursuant to Capital Accounts to the extent necessary; and if a Partner has a negative adjustment, the items allocated shall consist of a pro rata portion of all items comprising negative adjustments to Capital Accounts, the Partners intent being that the first sentence of this clause (b) be achieved using a pro rata share of items to the maximum extent possibleSection 4.06(b). (c) All Net Profits and Net Losses The Management Fees for such Accounting Period shall be allocated to debited from the Partners shown on the records Capital Accounts of the Partnership Limited Partners (for the avoidance of doubt, other than the Strategic Investor) in a manner consistent with the calculation of such Management Fees pursuant to have been Partners as of the last day of the Partnership Fiscal Year for which such allocation is to be made, except that, if a Partner sells or exchanges its interest in the Partnership or otherwise is admitted as a substituted Partner, the Net Profits and Net Losses shall be allocated between the transferor and transferee by taking into account their varying interests during the Partnership Fiscal Year in accordance with Code Section 706(d), using the interim closing of the books method or such other method as shall be approved as a Major Decision by the Executive Committee3.08. (d) The parties intend that Notwithstanding anything else herein to the foregoing tax allocation provisions of this Article VI shall produce final contrary, with respect to a Limited Partner (other than the Strategic Investor) making (or being required to make) a withdrawal from its Capital Account balances or receiving a distribution at the close of an Interim Accounting Period, such Interim Accounting Period shall be treated as a Complete Accounting Period (ending on the Initial Withdrawal Payment Date and/or the relevant Withdrawal Payment Date thereafter) with respect to any cash or Securities withdrawn or distributed for purposes of Sections 4.06(a) and 4.06(e) hereof, and a Performance Allocation and Performance-Based Special Allocation shall be calculated and allocated, if applicable, at such time solely with respect to the Net Profits or Net Losses proportionately attributable to the amount of cash or Securities withdrawn or distributed. (e) There shall be established on the books of the Partners that will permit liquidating distributions that are made in accordance with final Capital Account balances under Section 13.5 Partnership for each Limited Partner (other than the Strategic Investor) a memorandum account (the “Loss Recovery Account”), the opening balance of which shall be zero and the balance of which shall carry over from Accounting Period to Accounting Period, unless reduced as set forth herein. At the end of each Complete Accounting Period or at the end of an Interim Accounting Period when the calculation of a Performance Allocation and a Performance-Based Special Allocation is required to be made for a Limited Partner under this Section 4.06, the balance in its Loss Recovery Account shall be (after unpaid loans i) increased by the amount of the Limited Partner’s Loss Allocation for such Accounting Period, or (ii) decreased (but not below zero) by the amount of such Limited Partner’s Preliminary Profit Allocation for such Accounting Period, but for avoidance of doubt, without reducing such Preliminary Profit Allocation by the amount of any Performance Allocation and interest thereon, including those owed to Partners have been paid) in a manner identical Performance-Based Special Allocation made to the order General Partner or the Strategic Investor, as applicable, for such period). In the event that such Limited Partner receives a distribution of cash or Securities from its Capital Account (in connection with withdrawal pursuant to Article 6 or distribution priorities pursuant to Section 4.09 hereof) when there is an unrecovered balance in the Loss Recovery Account established in respect of such Capital Account, the unrecovered balance in such Loss Recovery Account shall be reduced as of the beginning of the next Accounting Period by an amount equal to the product obtained by multiplying the balance in such Loss Recovery Account by a fraction, the numerator of which is the amount of the distribution made to such Limited Partner and the denominator of which is such Limited Partner’s Closing Capital Balance for the Accounting Period ending as of the date of such withdrawal (prior to giving effect to such distribution). Additional Capital Contributions shall not affect any Loss Recovery Account. (f) Appropriate reserves may be created, accrued and charged against the Partnership’s assets for contingent liabilities, such reserves to be in the amounts that the General Partner deems necessary or appropriate. Any material reserves will be notified to the Investor Limited Partner (which may be provided in the audited financial statements of the Partnership). The General Partner may increase or reduce any such reserve from time to time by such amounts as the General Partner deems necessary or appropriate. At the determination of the General Partner, the amount of any such reserve, or any increase or decrease therein, may be charged or credited, as appropriate, taking into account the manner in which the relevant items are allocable under this Agreement (it being understood that the only items attributable to the Strategic Investor shall be amounts for which the Strategic Investor would be required to indemnify the Partnership and the Partnership Representative pursuant to Section 6.05(d) or Section 8.06(c)), to the Capital Accounts of the relevant Partners at the time when such reserve is created, increased, or decreased, as the case may be, or alternatively may be charged or credited to such Partners at the time of the act or omission giving rise to the contingent liability for which the reserve was established. Unless otherwise determined by the General Partner, for the purposes of determining Net Operating Profits or Net Operating Losses in any Accounting Period, any increase in such reserves shall be treated as an expense of the Partnership and any decrease in such reserves shall be treated as income of the Partnership. (g) On the first day of each calendar quarter, the Partnership shall reallocate from each Capital Account of a Limited Partner (other than the Strategic Investor) to the Capital Account(s) maintained in respect of the Asset-Based Special Allocation Interest an amount equal to the Asset-Based Special Distribution attributable to such Capital Account pursuant to the principles set forth in Section 6.2. To the extent that the tax allocation provisions 3.08 to be made in respect of this Article VI would fail to produce such final Capital Account balances, (i) such provisions shall be amended by the Managing Partner if and calendar quarter to the extent necessary to produce such results and (iiStrategic Investor(s) taxable income and taxable loss of holding the Partnership for prior open years (or items of gross income and deduction of the Partnership for such years) shall be reallocated by the Managing Partner among the Partners to the extent it is not possible to achieve such result with allocations of items of income (including gross income) and deduction for the current year and future yearsAsset-Based Special Allocation Interest.

Allocation of Net Profits and Net Losses. (a) Except as otherwise provided in Section 6.1(b8.03 regarding the treatment of the "Hot Issues Account" (as defined therein), any Net Profit Profits or Net Loss Losses (as defined in Section 8.02) during any Fiscal Period shall be allocated as of the end of such Fiscal Period to make the Partially Adjusted Capital Accounts of all the Partners equal, in the proportions which (i) each Partner's Capital Account as nearly of the beginning of such Fiscal Period bore to (ii) the sum of the Capital Accounts of all the Partners as possible, to their respective Target Accountsof the beginning of such Fiscal Period. (b) Items comprising Winding Up Profit and Loss If in any fiscal year ("Current Year") the Net Profits allocated to a particular Limited Partner's Capital Account (except for employees, family members or affiliates of the General Partner) pursuant to Section 8.01 (a) exceed the Net Losses so allocated to such Limited Partner's Capital Account, there shall be reallocated to the General Partner as of the end of the Current Year an amount equal to 20% of such excess, provided, however, that this reallocation will be subject to a loss carryforward provision such that the amount so reallocated to the General Partner for the Current Year may not exceed 20% of the excess of the Net Profits for the Current Year over the loss carryforward amount, if any, applicable to the Current Year and, provided, however, the amount reallocated to the General Partner shall not exceed the Net Profits of the Partnership for the fiscal year. For purposes of the first proviso of the preceding sentence, the loss carryforward amount applicable to the Current Year shall be the sum of all prior year Net Losses allocated in to the Limited Partner and not subsequently offset by prior year Net Profits. The loss carryforward amount shall be reduced proportionately to reflect any net withdrawals made by such a manner Limited Partner subsequent to any such prior year Net Losses. The total amount so reallocated pursuant to this Section 8.01 (b) shall be credited as of the end of the fiscal year to cause the Partially Adjusted Capital Account of the General Partner (and to the Capital Accounts of such Limited Partners as may from time to time be designated by the Partners to equal, as nearly as possible, their respective Target Accounts. To General Partner in its sole discretion); provided that the greatest extent possibleportion, if a Partner any, of such Net Profit that has a positive adjustment under this clause (b), the items to be allocated shall consist of a pro rata portion of all items comprising positive adjustments to Capital Accounts been reallocated to the extent necessary; and if a Capital Account of the General Partner has a negative adjustment, the items allocated shall consist of a pro rata portion of all items comprising negative adjustments pursuant to Capital Accounts, the Partners intent being that the first sentence of this clause subsection (b) which is represented by net unrealized gains may not be achieved using withdrawn by the General Partner from its Capital Account until such gains are realized. Sponsor Affiliates and certain partners who became Limited Partners prior to November 1, 1993 may be charged a pro rata share of items to the maximum extent possiblelower incentive allocation. (c) All Net Profits and Net Losses In the event of the retirement of a Partner at anytime other than the end of a fiscal year, the allocation and/or deduction provided for in Section 8.01 (b) shall be allocated made with respect to such Partner for the Fiscal Period ending on such date as though the last day of such Fiscal Period was the last day of a fiscal year. The amount so deducted from the Capital Accounts of all Partners who so retire shall be held in a "Suspense Account" until the end of such fiscal year at which time the total of such amounts shall be credited to the Partners shown on Capital Accounts of the records General Partner up to the amount by which the Net Profit of the Partnership for such fiscal year exceeds the amount reallocated from the Limited Partners under Section 8.01 (b) or such fiscal year, and the balance, if any, of such amount shall be credited to have been the Capital Accounts of the Partners as of the last day of the Partnership Fiscal Year for which such allocation is to be made, except that, if a Partner sells or exchanges its interest in the Partnership or otherwise is admitted as a substituted Partner, the Net Profits and Net Losses shall be allocated between the transferor and transferee by taking into account their varying interests during the Partnership Fiscal Year in accordance with Code Section 706(d), using the interim closing of the books method or such other method as shall be approved as a Major Decision by the Executive Committeefiscal year. (d) The parties intend that the foregoing tax allocation provisions of this Article VI shall produce final Capital Account balances of the Partners that will permit liquidating distributions that are made in accordance with final Capital Account balances under Section 13.5 to be made (after unpaid loans and interest thereon, including those owed to Partners have been paid) in a manner identical to the order of distribution priorities set forth in Section 6.2. To the extent that the tax allocation provisions of this Article VI would fail to produce such final Capital Account balances, (i) such provisions shall be amended by the Managing Partner if and to the extent necessary to produce such results and (ii) taxable income and taxable loss of the Partnership for prior open years (or items of gross income and deduction of the Partnership for such years) shall be reallocated by the Managing Partner among the Partners to the extent it is not possible to achieve such result with allocations of items of income (including gross income) and deduction for the current year and future years.

Allocation of Net Profits and Net Losses. (a) Net Profits and Net Losses of each Series shall be determined and allocated daily as of the close of business to and among Holders of that Series in proportion to their respective interests in the Series, determined as of the opening of business on such day. (b) Except as otherwise provided in Section 6.1(b)this Section, Net Profit for each fiscal year, items of income, deduction, gain, loss or Net Loss credit that are recognized by a Series for tax purposes shall be allocated pursuant to make Treasury Regulations Section 1.704-1(b) in such manner as to equitably reflect amounts credited or debited to the Partially Adjusted Book Capital Accounts Account of each Holder with respect to that Series for such year. Allocations of such items also shall be made, where appropriate, in accordance with Section 704(c) of the Partners equalCode and the regulations thereunder, as nearly as possible, to their respective Target Accounts. (b) Items comprising Winding Up Profit and Loss shall may be allocated provided in such a manner so as to cause any policies adopted by the Partially Adjusted Capital Accounts of the Partners to equal, as nearly as possible, their respective Target Accounts. To the greatest extent possible, if a Partner has a positive adjustment under this clause (b), the items to be allocated shall consist of a pro rata portion of all items comprising positive adjustments to Capital Accounts to the extent necessary; and if a Partner has a negative adjustment, the items allocated shall consist of a pro rata portion of all items comprising negative adjustments to Capital Accounts, the Partners intent being that the first sentence of this clause (b) be achieved using a pro rata share of items to the maximum extent possibleTrustees. (c) All Net Profits Expenses of a Series, if any, which are borne by any Holder of that Series in its individual capacity shall be specially allocated to that Holder. (d) Notwithstanding the foregoing, the following shall apply: (i) To the extent any losses or deduction otherwise allocable to a Holder hereunder would cause such Holder (hereinafter, a “Restricted Holder”) to have an Adjusted Book Capital Account Deficit with respect to its Book Capital Account as of the end of the fiscal year to which such losses or deduction relate, such losses and Net Losses deduction shall not be allocated to such Restricted Holder and instead shall be allocated to the Partners shown on the records of the Partnership to have been Partners as of the last day of the Partnership Fiscal Year for which such allocation is to be made, except that, if a Partner sells or exchanges its interest other Holders in the Partnership or otherwise is admitted same Series as a substituted Partner, the Net Profits and Net Losses shall be allocated between the transferor and transferee by taking into account their varying interests during the Partnership Fiscal Year Restricted Holder pro rata in accordance with Code Section 706(d), using the interim closing of the books method or their respective interests in such other method as shall be approved as a Major Decision by the Executive CommitteeSeries. (dii) The parties intend that In the foregoing tax allocation provisions of this Article VI shall produce final event any Holder unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), and such Holder has an Adjusted Book Capital Account balances Deficit, items of income and gain shall be specially allocated to such Holder in an amount and manner sufficient to eliminate the Partners that will permit liquidating distributions that are made in accordance with final Adjusted Book Capital Account balances Deficit as quickly as possible. This clause is intended to constitute a “qualified income offset” under Treasury Regulations Section 13.5 to 1.704-1(b)(2)(ii)(d) and shall be made interpreted consistently therewith. (after unpaid loans and interest thereon, including those owed to Partners have been paidiii) in a manner identical to the order of distribution priorities set forth in Section 6.2. To the extent that Treasury Regulations Section 1.704-1(b)(2)(iv)(m) requires that Book Capital Accounts be adjusted with respect to an adjustment to the tax allocation provisions basis of this Article VI would fail a Series’ property pursuant to produce a Code Section 754 election, such final Capital Account balances, (i) such provisions adjustment shall be amended by treated as an item of income, gain or loss and allocated to the Managing Partner if and to Holders as appropriate. (iv) To the extent necessary to produce such results and (ii) taxable income and taxable loss avoid any economic distortions which may result from application of the Partnership for prior open years (or Regulatory Allocations, future items of gross income and deduction of the Partnership for such years) shall be reallocated by the Managing Partner among the Partners to the extent it is not possible to achieve such result with allocations of items of income (including gross income) and deduction for the current year and future years., gain, loss,

Allocation of Net Profits and Net Losses. (a) Except as otherwise provided in Section 6.1(b), Net Profit or Profits and Net Loss Losses of the Partnership and all items of income exempt from Federal income tax shall be allocated to make the Partially Adjusted Capital Accounts of the Partners equal, as nearly as possible, to their respective Target Accounts. (b) Items comprising Winding Up Profit and Loss shall be allocated in such a manner so as to cause the Partially Adjusted Closing Capital Accounts of the Partners to equalthe extent of and in proportion to Distributions of Net Cash Flow made to them pursuant to Section 6.4 hereof. (b) Notwithstanding the provisions of subsection (a) of this Section 6.3: (i) Except as otherwise permitted by Treasury Regulations relating to non-recourse deductions, as nearly as possible, their respective Target Accounts. To no allocation of deduction or loss shall be made to any Partner to the greatest extent possiblethat such allocation would create or increase a deficit with respect to such Partner's Capital Account, if a any other Partner has a positive adjustment balance in his Capital Account. In such event, any such deduction or loss shall be allocated to eliminate the positive balances contained in the Partners' Capital Accounts in the ratio of such positive balances. If no Partner has a positive balance in its Capital Account, additional deductions or losses shall first be allocated to those Partners that hold debt of the Partnership in the ratio, and to the extent, of the outstanding principal balance of such holdings. To the extent deductions or losses are allocated to any Partners under this clause Section, income or gain shall first be allocated to such Partners in the same ratios as, and to the extent of, such deductions or losses. (ii) If the allocation of deduction or loss as provided herein would cause the deficit balance of a Partner's Capital Account to exceed such Partner's share of the Minimum Gain, there shall be allocated to such Partner only that amount of deduction or loss as shall not cause such balance to exceed that Partner's share of the Minimum Gain. (iii) If there is a net decrease in the Minimum Gain during any Fiscal Year, the Partners shall be specifically allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Partner's share of the net decrease in the Minimum Gain. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to the Partners under this subsection. This paragraph is intended to comply with the minimum gain chargeback requirement of the Treasury Regulations promulgated under Code Section 704(b) and shall be interpreted consistently with the requirements of Code Section 704 (b). (iv) In accordance with Code Section 704(c) and the Treasury Regulations issued under Code Section 704(c), income, gain, loss and deduction with respect to the items to property of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take into account any variation between the adjusted basis of such property for federal income tax purposes and its fair market value, determined in accordance with Treasury Regulations Section 1.704-1(b) (2)(iv). In the event the value of any Partnership property is adjusted pursuant to a revaluation permitted in Treasury Regulations Section 1.704-1(b)(iv)(f), subsequent allocation of income, gain, loss and deduction with respect to such property shall consist take account of any variation between the adjusted basis of such assets for federal income tax purposes and its value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations in accordance with this provision are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner's Capital Account or share of Distributions pursuant to any provision of this Agreement. (v) If any Partner unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulations sections 1.704-1(b)2)(ii)(d) (4), 1.704-1(b)(2)(ii)(d)(5), 1.704-1(b)(2)(d)(6), a pro rata portion of all items comprising positive adjustments each item of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate any deficit in its Capital Accounts Account created by such adjustment, allocation or distribution as soon as practicable. This subsection (iv) is intended to constitute a "qualified income offset" within the meaning of Treasury Regulation section 1.704-1(b)(2)(ii)(d)(3). (vi) If Code Section 483 or 1274 is determined to be applicable to the extent necessary; and Capital Contribution of any Partner, or if any loan from a Partner has a negative adjustment, the items allocated shall consist of a pro rata portion of all items comprising negative adjustments to Capital Accounts, the Partners intent being that the first sentence of this clause (b) be achieved using a pro rata share of items to the maximum extent possiblePartnership is subject to Code Section 7872, any income or deduction of the Partnership attributable to interest on such Capital Contribution or loan (whether stated or unstated) shall be specially allocated to such Partner. (c) All Net Profits and Net Losses shall be allocated The General Partner is authorized to make any adjustments in the Partners shown on the records allocation of income, gain, loss, deduction or credit of the Partnership to have been Partners as the minimum extent necessary to comply with Section 704 of the last day Code, including any adjustments to any items thereof required as a result of (i) any amendments to Section 704 of the Partnership Fiscal Year for which such Code (or any successor statutory provision) or changes in Treasury Regulations, or (ii) the adjustment of any items by the Internal Revenue Service. A new allocation is made in good faith by the General Partner pursuant to be made, except that, if a Partner sells or exchanges its interest in the Partnership or otherwise is admitted as a substituted Partner, the Net Profits and Net Losses this Section 7.3(c) shall be allocated between the transferor and transferee by taking into account their varying interests during the Partnership Fiscal Year in accordance with Code Section 706(d), using the interim closing of the books method or such other method as shall be approved as a Major Decision by the Executive Committee. (d) The parties intend that the foregoing tax allocation provisions of this Article VI shall produce final Capital Account balances of the Partners that will permit liquidating distributions that are made in accordance with final Capital Account balances under Section 13.5 deemed to be made (after unpaid loans and interest thereon, including those owed to Partners have been paid) in a manner identical under the fiduciary obligation of the General Partner to the order Partnership and the Partners, and no such allocation shall give rise to any claim or cause of distribution priorities set forth in Section 6.2. To the extent that the tax allocation provisions of this Article VI would fail to produce such final Capital Account balances, (i) such provisions shall be amended action by the Managing Partner if and to the extent necessary to produce such results and (ii) taxable income and taxable loss of the Partnership for prior open years (or items of gross income and deduction of the Partnership for such years) shall be reallocated by the Managing Partner among the Partners to the extent it is not possible to achieve such result with allocations of items of income (including gross income) and deduction for the current year and future yearsany Partner.

Allocation of Net Profits and Net Losses. (a) Except as otherwise provided in Section 6.1(b8.3(b)(i), Net Profit or Net Loss all items of income and loss shall be allocated among the Members in proportion to their Membership Percentages, except that in any year in which the interest component of the Make Whole Amount is paid to the Interpublic Members then an amount of income equal to such amount so paid to the Interpublic Members shall be allocated to make the Partially Adjusted Capital Accounts Interpublic Members instead of to the Partners equal, as nearly as possible, to their respective Target Accounts.All American Members (b) Items comprising Winding Up Profit Notwithstanding any other provision of this Agreement, in the event that at the end of any Fiscal Year any Member's Capital Account is adjusted for, or such Member is allocated, or there is a distribution to such Member of, any item described in Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulations in an amount not reasonably expected at the end of the prior Fiscal Year, and Loss such treatment creates a deficit balance in that Member's Capital Account, then such Member shall be allocated in such a manner so as to cause the Partially Adjusted Capital Accounts all items of income and gain of the Partners Company for such Fiscal Year and for all subsequent Fiscal Years of the Company until such deficit balance has been eliminated. Any special allocations of items of income or gain pursuant to equalthis Section 5.2(b) shall be taken into account in computing subsequent allocations pursuant to this Section 5.2 so that the net amount of any item so allocated and all other items allocated pursuant to this Section 5.2 shall, as nearly as possible, their respective Target Accounts. To to the greatest extent possible, if a Partner has a positive adjustment under this clause (b), the items to be allocated shall consist of a pro rata portion of all items comprising positive adjustments to Capital Accounts equal to the extent necessary; and if a Partner has a negative adjustment, net amount that would have been allocated to each such Member pursuant to the items allocated shall consist of a pro rata portion of all items comprising negative adjustments to Capital Accounts, the Partners intent being that the first sentence provisions of this clause (b) be achieved using a pro rata share of items to the maximum extent possibleSection 5.2 if such unexpected adjustments, allocations or distributions had not occurred. (c) All Net Profits and Net Losses Any income or gain in an amount equal to a decrease in "partnership minimum gain" of the Company shall be allocated to the Partners shown on the records Members that were allocated nonrecourse deductions or received distributions or proceeds attributable to "nonrecourse liabilities" of the Partnership to have been Partners as of the last day of the Partnership Fiscal Year for which such allocation is to be made, except that, if a Partner sells or exchanges its interest in the Partnership or otherwise is admitted as a substituted Partner, the Net Profits and Net Losses shall be allocated between the transferor and transferee by taking into account their varying interests during the Partnership Fiscal Year Company in accordance with Code the "minimum gain chargeback" provisions of Section 706(d), using the interim closing 1.704-2 of the books method Treasury Regulations. The terms used in the preceding sentence shall have the meanings set forth in Section 1.704-2 of the Treasury Regulations. Any special allocations of items of income or such other method as gain pursuant to this Section 5.2(c) shall be approved as a Major Decision by taken into account in computing subsequent allocations of items of income or gain pursuant to this Section 5.2 so that the Executive Committeenet amount of any item so allocated and all other items allocated to each Member pursuant to this Section 5.2 shall, to the extent possible, be equal to the net amount that would have been allocated to each such Member pursuant to the provisions to this Section 5.2 if the allocations under this Section 5.2(c) had not been made. (d) The parties intend that the foregoing tax allocation provisions of this Article VI shall produce final Capital Account balances Accounts of the Partners that will permit liquidating distributions that are made Members shall be adjusted in accordance with final Capital Account balances under Treasury Regulations Section 13.5 1.704-1(b)(2)(iv)(f) to be made (after unpaid loans and interest thereonreflect the gross fair market value of the Company's property as determined by the Members, including those owed to Partners have been paid) in a manner identical to as of the order of distribution priorities set forth in Section 6.2. To the extent that the tax allocation provisions of this Article VI would fail to produce such final Capital Account balances, following times: (i) such provisions shall be amended by the Managing Partner if and admission of a new Member to the extent necessary to produce such results and Company or acquisition by an existing Member of an additional Interest in the Company from the Company; (ii) taxable income and taxable loss the distribution by the Company of money or property to a retiring or continuing Member in consideration for the retirement of all or a portion of such Member's Interest in the Company; (iii) the termination of the Partnership Company for prior open years (or items of gross federal income and deduction tax purposes pursuant to Section 708(b)(1)(B) of the Partnership for Code; and (d) such yearsother times as determined by the Members. (e) Notwithstanding any other provision in this Agreement, income, gain, loss and deductions with respect to property contributed to the Company by a Member shall be reallocated by allocated under the Managing Partner among the Partners to the extent it is not possible to achieve such result with allocations principles of items of income (including gross incomeTreasury Regulations Section 1.704-3(b) and deduction for with respect to cash contributions allocated under the current year and future yearsprinciples of Treasury Regulation Section 1.704-1(b).