Common use of Allocation of Profits and Losses Clause in Contracts

Allocation of Profits and Losses. (a) Subject to Sections 5.1(b), 5.2 and 5.3, Profits and Losses of the Company for each Fiscal Year shall be allocated among the Capital Accounts of the Members in a manner that as closely as possible gives economic effect to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Units. (b) Notwithstanding anything to the contrary in Section 5.1(a): (i) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Year. (ii) If some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 5.1(a), the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii) shall be allocated solely to the Members in proportion to their interests in the Company (as determined in accordance with the provisions of this Section 5.1).

Allocation of Profits and Losses. (a) Subject to Sections 5.1(b)Except as otherwise set forth in this Section 4.02, 5.2 for Capital Account purposes, all items of income, gain, loss and 5.3, Profits and Losses of the Company for each Fiscal Year shall be allocated among the Capital Accounts of the Members in a manner that as closely as possible gives economic effect to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year deduction shall be allocated to the portion of Member in a manner such Fiscal Year which precedes that if the date of such transfer or change (Company were dissolved, its affairs wound up and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and its assets distributed to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, Member in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor)its Capital Account balance immediately after making such allocation, and the amounts of the items so allocated to each such portion shall distribution would, as nearly as possible, be credited or charged equal to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall distributions that would be made without regard pursuant to the date, amount or receipt of any distributions that may have been made with respect to the transferred UnitsSection 5.03. (b) Notwithstanding anything to the contrary in Section 5.1(a): (i) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year For federal, state and local income tax purposes, items of income, gain, loss, deduction and credit shall not exceed the maximum amount of Losses that may be allocated to such the Member without causing such Member to have an Adjusted in accordance with the allocations of the corresponding items for Capital Account Deficit at purposes under this Section 4.02, except that items with respect to which there is a difference between tax and book basis will be allocated in accordance with Section 704(c) of the end of such Fiscal YearCode, the Treasury Regulations thereunder, and Treasury Regulations Section 1.704-1(b)(4)(i). (iic) If some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 5.1(a), the limitations Notwithstanding any provision set forth in this Section 5.1(b) 4.02, no item of deduction or loss shall be applied allocated to the Member to the extent the allocation would cause a negative balance in the Member’s Capital Account (after taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) that exceeds the amount that the Member would be required to reimburse the Company pursuant to this Agreement or under applicable law. (d) In the event the Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), items of the Company’s income and gain shall be specially allocated to the Member in an amount and manner sufficient to eliminate as quickly as possible any deficit balance in its Capital Account in excess of that permitted under Section 4.02(c) created by allocating Losses such adjustments, allocations or distributions. Any special allocations of items of income or gain pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii4.02(d) shall be taken into account in computing subsequent allocations pursuant to this Section 4.02 so that the net amount of any items so allocated solely and all other items allocated to the Members in proportion Member pursuant to their interests in this Section 4.02 shall, to the Company (as determined in accordance with extent possible, be equal to the net amount that would have been allocated to the Member pursuant to the provisions of this Section 5.1)4.02 if such unexpected adjustments, allocations or distributions had not occurred.

Allocation of Profits and Losses. (a) Subject Except as otherwise provided in this Agreement, Profits, Losses, gains, deductions and credits for tax and accounting purposes shall be allocated pro rata in accordance with the Members’ then current percentage ownership of shares for such period calculated pursuant to Sections 5.1(b)Section 3.05. In a taxable year in which any Member has a Capital Account with a negative balance attributable in whole or part to non-recourse deductions, 5.2 and 5.3then, Profits and Losses before any other allocations are made under this Section 4.04, the Members whose Capital Accounts have a negative balance shall be allocated gain or income of the Company for each Fiscal Year in an amount sufficient to constitute a minimum gain chargeback as described in Treasury Regulations promulgated under Section 704 of the Code and to the extent a Member has a Capital Account with a negative balance in excess of such Member’s share of minimum gain, such Member shall be allocated among the Capital Accounts of the Members gain or income in a manner that as closely as possible gives economic effect an amount equal to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion excess of such Fiscal Year which precedes the date Member’s Capital Account negative balance over such Member’s share of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Unitsminimum gain. (b) Notwithstanding anything to In any taxable year in which the contrary Interests of the Members in the Company may change ownership, the Members’ interest in Profits, Losses, gains, deductions and credits or any item thereof and Disbursable Cash shall be determined by taking into account their varying interests during the taxable year as described in Section 5.1(a):706 of the Code and any proposed or final Treasury Regulations promulgated thereunder. In so doing, the Members intend that their varying interests be based upon the number of days of the taxable year each Member owned such Member’s Interests rather than upon the actual results of the Company’s operations; except that the Initial Members shall be deemed to have acquirex their Shares on the date of the initial closing of the Equity Private Placement.. (ic) The Losses allocated Except as provided in Section 4.04(d), upon liquidation of the Company pursuant to Section 5.1(a) to any Member for any Fiscal Year 10.03, all gain recognized by the Company upon the sale of Company property, shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at pro rata in accordance with the end Members’ then current ownership of such Fiscal YearShares. (iid) If some but not all It is the intent of the Members would have an Adjusted Capital Account Deficit as a consequence that each Member’s distributive share of an allocation Profits, gains, Losses, deductions or credits (or items thereof) shall be determined and allocated in accordance with this Section to the fullest extent permitted by Section 704(b) of Losses pursuant the Code. In order to Section 5.1(a), preserve and protect the limitations set forth determination and allocations provided for in this Section 5.1(b4.04, the Managers are authorized and directed to allocate Profits, gains, Losses, deductions or credits (or items thereof) shall arising in any year differently than otherwise provided for in this Section if, and to the extent that, allocating Profits, gains, Losses, deductions or credits (or item thereof) in the manner provided for in this Section 4.04 would cause allocations of each Member’s distributive share of Profits, gains, Losses, deductions or credits (or items thereof) not to be applied permitted by allocating Losses Section 704(b) of the Code and Treasury Regulations promulgated thereunder. Any allocations made pursuant to this Section 5.1(b4.04(d) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members shall be deemed to be determined by the Management Committeea complete substitute for any allocation otherwise provided for in this Agreement, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1)and no amendment of this Agreement or approval of any Member shall be required. (iiie) If no Member may receive an additional In making any allocation (the “new allocation”) under Section 4.04(d), the Managers are authorized to act only after having been advised by counsel or the accountants for the Company that, under Section 704(b) of Losses pursuant the Code and the Treasury Regulations thereunder, (i) the new allocation is necessary, and (ii) the new allocation is the minimum modification of the allocations otherwise provided for in this Section 4.04 necessary to Section 5.1(b)(ii) aboveassure that, such additional Losses not allocated pursuant to Section 5.1(b)(ii) shall be allocated solely to the Members in proportion to their interests either in the Company then current year or in any preceding year, each Member’s distributive share of Profits, gains, Losses, deductions or credits (as or items thereof) is determined and allocated in accordance with the provisions of this Section 5.1)4.04 to the fullest extent permitted by Section 704(b) of the Code and the Treasury Regulations thereunder.

Allocation of Profits and Losses. (a) Subject to Sections 5.1(b), 5.2 and 5.3, The Company's Profits and Losses of shall be determined on an annual basis and shall be allocated to the Company Members in accordance with this Section 5.02. (b) Except as provided in Section 5.02(c) and (d), Profits or Losses for each Fiscal Year fiscal year shall be allocated among the Members (and credited or debited to their Capital Accounts Accounts) in such manner that if the Company were to liquidate completely immediately after the end of such fiscal year and in connection with such liquidation sell all of its assets and settle all of its liabilities at their then Adjusted Book Values (i.e., without any Profits or Losses resulting therefrom); (i) the distribution by the Company of any remaining cash to the Members in a manner that accordance with their respective positive Capital Account balances (after crediting or debiting Capital Accounts for Profits or Losses for such fiscal year) would correspond as closely as possible gives economic effect to the distributions that would result if the liquidating distributions has instead been made in accordance with the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor5.01(b), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Units. (b) Notwithstanding anything to the contrary in Section 5.1(a): (i) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Year. (ii) If some but not all of the Members would have an Adjusted any resulting deficit Capital Account Deficit balances (after crediting or debiting Capital Accounts for Profits and Losses for such fiscal year) would correspond as a consequence of an allocation of Losses pursuant to Section 5.1(a), the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit closely as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii) shall be allocated solely possible to the Members manner in proportion to their interests in the which economic responsibility for Company deficit balances (as determined in accordance with the provisions principles of Treasury Regulations under Section 704 of the Code) would be borne by the Members under the terms of this Agreement and any collateral agreements. For purposes of maintaining the Capital Accounts, items of income, gain, loss, deduction, expense and credit shall be allocated to the Members in the same manner as are Profits and Losses, except where otherwise necessary to more closely achieve the result contemplated by the first sentence of this Section 5.15.02(b). (c) Allocations necessary to fulfill the requirements of a "qualified income offset" under Treas. Reg. ss. 1.704-1(b)(2)(ii)(d) and a "minimum gain chargeback" under Treas. Reg. ss. 1.704-2(f) shall be made, but shall be neutralized to the extent feasible by offsetting allocations made for subsequent periods. (d) To the extent practicable, distributions to PHC in respect of the PHC Priority pursuant to the first sentence of Section 5.01(b) shall not be considered made out of Profits, and taxable income and gain of the Company shall not be allocated to PHC on account of such distributions (except with respect to amounts representing notional interest).

Allocation of Profits and Losses. (a) Subject After giving effect to Sections 5.1(b), 5.2 and 5.3the Regulatory Allocations set forth in Section 5.02 of this Agreement, Profits and Losses for any fiscal year or other period of the Company for each Fiscal Year shall be allocated among credited to the Capital Accounts of the Members as follows: Profits and Losses shall be allocated among the Members so as to produce, as nearly as possible, Capital Account balances for the Members (taking into account all prior allocations and distributions) which would equal the amount to which the Members would be entitled as a liquidating distribution from the Company upon a hypothetical liquidation in a manner that which the net proceeds were distributed in accordance with the priorities set forth in ARTICLE VI and as closely as possible gives economic effect if the net proceeds available for distribution were an amount equal to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is aggregate positive balance in the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount Members’ Capital Accounts computed after taking into account all allocations of Profit and Loss (or items thereof) for the fiscal period, including those pursuant to be allocated to this Section 5.01; provided, however, that if the Members for such entire Fiscal Year shall be allocated to the portion allocation of such Fiscal Year which precedes the date of such transfer all or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such any portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount Company Losses (or receipt of any distributions that may have been made with respect to the transferred Units. (bitems thereof) Notwithstanding anything to the contrary in Section 5.1(a): (i) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have causes or increases an Adjusted Capital Account Deficit at the end of a Member or Members with respect to such Fiscal Year. (ii) If some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant fiscal year to Section 5.1(a), the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with which the allocation of such Company Losses among relates, the excess, if any, shall be allocated to those Members, if any, having positive remaining Capital Account balances, to the extent of any such Members positive balances, and thereafter in accordance with the Members’ respective economic risk of loss with respect to be determined by any indebtedness to which the Management Committeeremaining Loss or deductions are attributable. All items of the Profit for any fiscal year having a like character and treatment for federal income tax purpose, based on the allocation that is most likely (e.g., ordinary income, as opposed to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant short-term capital gain, as opposed to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(iilong-term capital gain) shall be allocated solely to the Members in proportion to their interests in the Company (as determined proportionately in accordance with the provisions foregoing principles to the maximum extent possible, as if there were no items of this Section 5.1)Profit of another character.

Allocation of Profits and Losses. (a) Except as otherwise provided in this Section 3.3: (i) Subject to the allocations specified in Sections 5.1(b)3.3(a)(ii) and 3.3(a)(iii) below, 5.2 and 5.3, all Profits and Losses of the Company for each Fiscal Year shall be allocated among the Capital Accounts of the Members in a manner that as closely as possible gives economic effect to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made accordance with respect to the transferred Units. (b) Notwithstanding anything to the contrary in Section 5.1(a): (i) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Yeartheir respective Unit Percentages. (ii) If some but not all Notwithstanding Section 3.3(a)(i) above, in no event shall Losses be allocated to a Member to the extent such allocation would result in any limitation on the use of such Losses under Section 704(d) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). All the Losses subject to the foregoing limitation shall be reallocated to the Members would have an Adjusted Capital Account Deficit as having a consequence positive tax basis in their Units (taking into account all components there- of, including, without limitation, the share of an allocation Members in liabilities of Losses the Company pursuant to Section 5.1(a), 752 of the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1Code). (iii) If no Member may receive an additional allocation of Losses pursuant to Notwithstanding Section 5.1(b)(ii3.3(a)(i) above, Profits equal to the excess (if any) of Losses reallocated under Section 3.3(a)(ii) at any time since the Formation Date over Profits previously allocated under this Section 3.3(a)(iii) since the Formation Date, shall be allo- cated 100% to Members in the proportion and amounts in which such additional Losses not allocated pursuant excess was allocated. (b) In the case of any property contributed to Section 5.1(b)(ii) the Company by any Member which at the time of contribution has an adjusted tax basis which differs from its fair market value, items of Profits, Losses, income, gain and deduction for income tax purposes shall be allocated solely as required under Section 704(c) of the Code to the Members in proportion to their interests in take into account such difference. (c) Any item of taxable income, gain, loss or deduction of the Company (as well as any credits or the basis of property to which such credits apply) as determined for federal income tax purposes shall be allocated in accordance with the provisions same manner as the corresponding income, gain, loss, or deduction is allocated under Section 3.3(a). Allocations pursuant to this Section 3.3(c) 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 Member’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Section 5.1)Agreement.

Allocation of Profits and Losses. (ai) Subject After taking account of the special allocations of Exhibit C to Sections 5.1(b), 5.2 and 5.3this Agreement, Profits and Losses of the Company for each Fiscal Year fiscal year or portion thereof shall be allocated among the Members so as to, as nearly as possible, increase or decrease, as the case may be, each Member’s Capital Account to the extent necessary such that each Member’s Capital Account is equal to the amount that would be made as a distribution to such Member pursuant to Section 6(b)(ii) if the Company were dissolved, its assets sold for cash equal to their Book Value, its liabilities satisfied in accordance with their terms (limited with respect to each nonrecourse liability to the Book Value of the assets securing such liability) and all remaining amounts distributed to the Members in accordance with Section 6(b)(ii) of this Agreement immediately after making such allocation, minus the sum of (1) such Member’s share of Company Minimum Gain or Member Nonrecourse Debt Minimum Gain, and (2) the amount, if any, that such Member is obligated (or deemed obligated) to contribute, in its capacity as a Member, to the Company; computed immediately prior to the hypothetical sale of Company assets. (ii) The intent of the foregoing allocation is to comply with Treasury Regulations Section 1.704-1(b) and ensure that the Members receive allocations of Profits and Losses pursuant to this Section 7(a) in accordance with their relative interests in the Company, with the interest of each Member in the Company determined by reference to such Member’s relative rights to receive distributions from the Company pursuant to Section 6(b)(ii). If the Capital Accounts of the Members in a manner that as closely as possible gives economic effect to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change are in such Fiscal Year, which commences on the date of such prior transfer ratios or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, balances that distributions in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Units. (b) Notwithstanding anything to the contrary in Section 5.1(a): (i) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Year. (ii) If some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 5.1(a), the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities manner set forth in Section 6.1). (iii6(b)(ii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses would not allocated pursuant to Section 5.1(b)(ii) shall be allocated solely to the Members in proportion to their interests in the Company (as determined in accordance with the provisions positive Capital Accounts of this the Members, such failure shall not affect or alter the distributions set forth in Section 5.16(b)(ii). Instead, the officers of the Company will have the authority to make other allocations of Profits and Losses, or items of income, gain, loss or deduction, among the Members which will result to the extent possible in the Capital Accounts of each Member having a balance prior to such distributions equal to the amount of distributions to be received by such Member in accordance with Section 6(b)(ii).

Allocation of Profits and Losses. (a) Subject to Sections 5.1(bSection 5.6(b), 5.2 and 5.3after the application of the allocation rules in Section 5.7, Profits and Losses of and, if the Company Board in its discretion determines it to be necessary, individual items thereof, for each Fiscal an Allocation Year (or other relevant period) shall be allocated among the Members for such Allocation Year (or other relevant period) in a manner determined by the Board so as to produce, as nearly as possible, the sum of (a) the Capital Accounts Account balance for each Member at the end of such Allocation Year (or other relevant period) and (b) such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, if any, equal to the hypothetical cash that would be distributed to such Member if (x) the Company were dissolved, its affairs wound up and its assets sold for an amount of hypothetical cash equal to the sum of the Gross Asset Values of the assets at the end of such Allocation Year (or other relevant period), (y) the Company paid all of its liabilities in accordance with their terms up to the amount of the hypothetical cash (limited with respect to each Nonrecourse Liability to the Gross Asset Value of the asset securing such liability), and (z) the remaining hypothetical cash from the deemed sale were immediately distributed to the Members in a manner that as closely as possible gives economic effect to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred UnitsSection 5.3. (b) Notwithstanding anything to the contrary in foregoing provisions of Section 5.1(a): 5.6(a), the Losses (ior items of expense or deduction or loss) The Losses allocated pursuant to Section 5.1(a5.6(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may can be so allocated to such Member without causing such any Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Year. any Allocation Year (ii) If some or other relevant period). In the event some, but not all all, of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 5.1(a5.6(a), the limitations limitation set forth in this Section 5.1(b5.6(b) shall be applied by allocating on a Member-by-Member basis so as to allocate the maximum permissible Losses pursuant to this each Member under Treasury Regulations Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of 1.704-1(b)(2)(ii)(d). All Losses (with or items of expense or deduction or loss) in excess of the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities limitation set forth in this Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii5.6(b) shall be allocated solely to the other Members in proportion to their interests in the Company (as determined in accordance with the provisions of this positive balances in such Members’ Adjusted Capital Accounts so as to allocate the maximum permissible Losses to each Member under Treasury Regulations Section 5.11.704-1(b)(2)(ii)(d).

Allocation of Profits and Losses. (a) Subject Allocations of Profit and Loss. After taking into account any special allocations pursuant to Sections 5.1(b), 5.2 Section 7(b) and 5.3subject to any limitations contained therein, Profits and or Losses of the Company for each any Fiscal Year or portion thereof shall be allocated among the Capital Accounts of Class A Preferred Holders and the Members Common Holders in a manner such that the Capital Account of each such Partner, immediately after making such allocation, is, as closely nearly as possible gives economic effect possible, equal (proportionately) to (i) the Distributions that would be made to such Partner if the Partnership sold all of its assets for cash equal to their Gross Asset Value, paid all Partnership liabilities (limited with respect to each nonrecourse liability to the provisions Gross Asset Value of Article VIthe assets securing such liability), Section 13.3 and other relevant provisions, hereof. If a Unit is distributed the subject of a transfer or the number of Units of a Member is changed pursuant remaining net cash to the terms of this Agreement during any Fiscal Year, Partners in accordance with the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change priority set forth in such Fiscal Year, which commences on the date of such prior transfer or changeSections 9(a)(ii) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change 9(a)(iii) (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (orincreased, in the case of the Rockpoint Class B Preferred Holder, by the Class B Capital Contributions made by the Rockpoint Class B Preferred Holder), less (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. In the event Profits or Losses are not sufficient to enable the Capital Accounts to equal the amounts described above, then Profits or Losses shall be allocated first, to cause the Capital Account of the Rockpoint Class A Preferred Holder to equal the amount described in Section 9(a)(ii), plus the amount of any Distribution Make-Whole that has not theretofore been paid, reduced by its share of the amount described in clause (ii) above. For purposes of clause (i), the requirement to pay or distribute a transferDistribution Make-Whole shall not be taken into account unless and until the occurrence of an event giving rise to Rockpoint Class A Preferred Holder’s right with respect or reference to a Distribution Make-Whole, in accordance with an interim closing of which case the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made Distribution Make-Whole payable with respect to the transferred Units. (b) Notwithstanding anything Rockpoint Class A Preferred Holders shall be taken into account as necessary in order to reflect the contrary in Section 5.1(a): (i) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated rights to such Member without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal YearDistribution Make-Whole. (ii) If some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 5.1(a), the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii) shall be allocated solely to the Members in proportion to their interests in the Company (as determined in accordance with the provisions of this Section 5.1).

Allocation of Profits and Losses. (a) Subject to Sections 5.1(b)Except as otherwise set forth in this Section 6.01, 5.2 for Capital Account purposes, Net Income (and 5.3, Profits items thereof) and Losses of the Company Net Loss (and items thereof) for each Fiscal Year any fiscal period shall be allocated among the Capital Accounts of the Members in a manner that as closely as possible gives economic effect to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, pro rata in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Member’s respective Membership Units. (b) Notwithstanding anything For federal, state and local income tax purposes, items of income, gain, loss, deduction and expense shall be allocated to the contrary Members in accordance with the allocations of the corresponding amount of Net Income (and items thereof) or amount of Net Loss (and items thereof) of which such items of income, gain, loss, deduction or expense are components for Capital Account purposes under this Section 5.1(a):6.01, except that items with respect to Company property for which there is a difference between tax basis and the Book Value of such property shall be allocated in accordance with Section 704(c) of the Code, the Treasury Regulations thereunder, and Treasury Regulations Section 1.704-1(b)(4)(i). The Company shall specially allocate long-term capital gains with respect to Membership Units for which a Member’s holding period would entitle such Membership Units to be taxable as long-term capital gains if such Member sold such Membership Units. (c) Notwithstanding any provision of this Section 6.01, no item of deduction, loss or expense shall be allocated to a Member to the extent the allocation would cause a negative balance in such Member’s Capital Accounts (after taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) that exceeds the sum of (i) The Losses allocated the amount that such Member would be required to reimburse the Company pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Year. this Agreement or under applicable law and (ii) If the amount that such Member is deemed obligated to reimburse pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5). In the event some but not all of the Members would have an Adjusted such excess Capital Account Deficit deficits as a consequence of an such allocation of Losses pursuant to Section 5.1(a)loss, deduction or expense, the limitations limitation set forth in this Section 5.1(b6.01(c) shall be applied on a Member-by-Member basis so as to allocate the maximum permissible deduction, loss or expense to each Member under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. In the event any loss, deduction or expense shall be specially allocated to a Member pursuant to the preceding sentence, an equal amount of income or gain of the Company shall be specially allocated to such Member prior to any allocation pursuant to Section 6.01(a). (d) In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate as quickly as possible any deficit balance in its Capital Account in excess of that permitted under Section 6.01(c) created by allocating Losses such adjustments, allocations or distributions. Any special allocations of items of income or gain pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii6.01(d) shall be taken into account in computing subsequent allocations pursuant to this Section 6.01 so that the net amount of any items so allocated solely and all other items allocated to each Member pursuant to this Section 6.01 shall, to the Members in proportion extent possible, be equal to their interests in the Company (as determined in accordance with net amount that would have been allocated to each such Member pursuant to the provisions of this Section 5.16.01 if such unexpected adjustments, allocations or distributions had not occurred. (e) In the event the Company incurs any nonrecourse liabilities, income and gain shall be allocated in accordance with the “minimum gain chargeback” provisions of Section 1.704-1 (b)(4)(iv) and 1.704-2 of the Treasury Regulations. (f) The Capital Accounts of the Members shall be adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) to reflect the fair market value (as determined by the Managing Member in its good faith judgment) of Company property whenever Membership Units are relinquished to the Company, whenever an additional Member is admitted to the Company in accordance with Section 4.03, upon any termination of the Company within the meaning of Section 708 of the Code, and when the Company is liquidated pursuant to Article XI, and shall be adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(e) in the case of a distribution of any property (other than cash). (g) All elections, decisions and other matters concerning the allocation of income, gains, losses, deductions and expenses among the Members, and accounting procedures, not specifically and expressly provided for by the terms of this Agreement, shall be determined by the Managing Member in good faith. Such determination made in good faith by the Managing Member shall, absent manifest error, be final and conclusive as to all Members. (h) In the event of a Transfer of a Member’s Membership Units pursuant to Article VIII, at the request of the Member transferring such Membership Units or its successor in interest that the Company make an election under Section 754 of the Code, if such election would not materially adversely affect the interests of the Members, the Managing Member may, in its reasonable judgment, cause the Company to make such election (which election, unless properly revoked, will, in accordance with Section 754 of the Code and the Treasury Regulations thereunder, be binding with respect to all subsequent Transfers of Membership Units of the Company and with respect to certain distributions of property by the Company).

Allocation of Profits and Losses. (a) Subject After giving effect to Sections 5.1(b)the special allocations set forth in Section 6.04, 5.2 and 5.3except as otherwise provided in this ARTICLE VI, the Profits and Losses of the Company for each any Fiscal Year or other period shall be allocated among the Unitholders in such manner that, as of the end of such Fiscal Year or other period and after taking into account (x) the opening Capital Account balances of the Unitholders at the start of such Fiscal Year or other period and (y) any appropriate adjustments to each opening Capital Account balance to reflect Capital Contributions, Distributions and allocations of items of income, gain, loss or deduction pursuant to Section 6.04 made during or with respect to such Fiscal Year or other period, the respective Capital Accounts of the Members in a manner that as closely as possible gives economic effect Unitholders shall be equal, to the provisions of Article VIgreatest extent possible, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms respective net amounts that would be distributed to them under this Agreement, determined as if the Company were, as of the end of the Fiscal Year or other period (for this Agreement during any Fiscal Yearpurpose, the amount of Profit and Loss each Unitholder’s Capital Account shall be deemed to be allocated increased by the sum of the amounts described in clauses (i) and (ii) of Section 6.04(b) with respect to such Unitholder as of the Members for such entire Fiscal Year shall be allocated to the portion end of such Fiscal Year which precedes or other period), to (i) liquidate the date assets of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and Company for an amount equal to the portion sum of such Fiscal Year which occurs on and after the date Gross Asset Values of such transfer or change all of the assets (and if there shall net of any Depreciation with respect to each asset’s Gross Asset Value, but without any adjustment being deemed to be a subsequent transfer or change made to the Gross Asset Value of the Company’s assets in such Fiscal Year, which precedes respect of the date of such subsequent transfer or changepresumed liquidation thereof under this clause (i)), in proportion to and (ii) distribute the number proceeds of days in each such portion liquidation (ornet of any Company liabilities, which, in the case of a transfereach Nonrecourse Debt and Unitholder Nonrecourse Debt, shall be limited for these purposes to an amount not in accordance with an interim closing excess of the books at Gross Asset Value of the election Company assets securing the liability) pursuant to Section 9.02(c). Accordingly, any difference between the amounts described in clauses (x) and (y) and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year amount described in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Units. (b) Notwithstanding anything to the contrary in Section 5.1(a): clauses (i) The Losses allocated pursuant to Section 5.1(aand (ii) to any Member shall be taken into account in allocating Profits and Losses, if any, for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Yearor other period. (ii) If some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 5.1(a), the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii) shall be allocated solely to the Members in proportion to their interests in the Company (as determined in accordance with the provisions of this Section 5.1).

Allocation of Profits and Losses. (a) Subject to Sections 5.1(b)Except as otherwise provided in this Agreement, 5.2 and 5.3, (i) Profits and Losses of the Company for each any Fiscal Year shall be allocated, first, to the Members holding Class A Interests in accordance with their Class A Ownership Percentages, until the aggregate amount of Profits and Losses allocated among to each Member holding Class A Interests under this Section 4.01(a) is at least equal to the aggregate Percentage Preferred Return through the end of such Fiscal Year, and then, second, to all Members in accordance with their Ownership Percentages; and (ii) Losses for any Fiscal Year shall be allocated, first, to the Members holding Class B Vested Interests in accordance with their Class B Ownership Percentages, until each of their Capital Accounts of has been reduced to zero, second, to the Members holding Class A Interests in a manner that as closely as possible gives economic effect accordance with their Class A Ownership Percentages, until each of their Capital Accounts has been reduced to zero, and then, third, to all Members in accordance with their Ownership Percentages. In the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject event of a transfer Transfer of all or the number of Units a portion of a Member is changed pursuant to the terms of this Agreement Member’s Class A Interests or Class B Vested Interests during any Fiscal Year, Profits or Losses, as the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year case may be, shall be allocated to allocated, for both accounting and Tax purposes, between the portion of such Fiscal Year which precedes the date of such transfer transferor and transferee Member in accordance with each Member’s weighted Class A Ownership Percentages or change (and if there shall have been a prior transfer or change in Class B Ownership Percentages for such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Units. (b) Notwithstanding anything to the contrary any provision set forth in this Section 5.1(a): (i) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year 4.01, no item of deduction or loss shall not exceed the maximum amount of Losses that may be allocated to a Member to the extent such allocation would cause a negative balance in such Member’s Capital Account (after taking into account the adjustments, allocations and distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations) that exceeds the amount that such Member without causing such Member would be obligated to have an Adjusted Capital Account Deficit at restore to the end Company pursuant to this Agreement or under applicable law or is deemed to be obligated to restore under Section 1.704-2(g)(1) or Section 1.704-2(i)(5) of such Fiscal Year. (ii) If the Regulations. In the event that some but not all of the Members would have an Adjusted such excess Capital Account Deficit deficits as a consequence of such an allocation of Losses pursuant to Section 5.1(a)loss or deduction, the limitations limitation set forth in this Section 5.1(b4.01(b) shall be applied on a Member by allocating Losses Member basis so as to allocate the maximum permissible deduction or loss to each Member holding Interests without such excess deficits under Section 1.704-1(b)(2)(ii)(d) of the Regulations. In the event any loss or deduction shall be specially allocated to any Member pursuant to the preceding sentence, an equal amount of subsequent income of the Company shall be specially allocated to such Member prior to any allocation pursuant to Section 4.01(a). (c) In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, as quickly as possible, any deficit balance in its Capital Account in excess of that permitted under Section 4.01(b) created by such adjustments, allocations or distributions. Any special allocations of items of income or gain pursuant to this Section 5.1(b4.01(c) only shall be taken into account in computing subsequent allocations pursuant to those Members who this Article IV, so that the net amount of any items so allocated and all other items allocated to each Member pursuant to this Article IV shall, to the extent possible, be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of this Article IV if such unexpected adjustments, allocations or distributions had not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1)occurred. (iiid) If no Member may receive an additional allocation In the event that the Company incurs any nonrecourse liabilities (within the meaning of Losses pursuant to Section 5.1(b)(ii1.752-1(a)(2) aboveof the Regulations), such additional Losses not liabilities and the nonrecourse deductions (within the meaning of Section 1.704-2(b)(1) of the Regulations) attributable to such liabilities shall be allocated among the Members holding Class A Interests in accordance with their Class A Ownership Percentages, and income and gain shall be allocated in accordance with the “minimum gain chargeback” provisions of Sections 1.704-1(b)(4)(iv) and 1.704-2(f) of the Regulations. The items so allocated pursuant to Section 5.1(b)(ii) the previous sentence shall be allocated solely to the Members in proportion to their interests in the Company (as determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. Solely for purposes of determining the proportionate share of the “excess nonrecourse liabilities” of the Company (within the meaning of Section 1.752-3(a)(3) of the Regulations) in respect of a Member holding Class A Interests, such Member’s interest in the Profits will be in proportion to its Class A Ownership Percentage. (e) In the event that the Company incurs any Member Nonrecourse Debt, any Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be specially allocated to the Member who bears the economic risk of loss with respect to such Member Nonrecourse Debt in accordance with Section 1.704-2(i)(1) of the Regulations, and income and gain shall be allocated in accordance with the “partner minimum gain chargeback” provisions of this Section 5.1)Sections 1.704-1(b)(4)(iv) and 1.704-2(i) of the Regulations. The items so allocated pursuant to the previous sentence shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations.

Allocation of Profits and Losses. (a) Subject Except as otherwise provided in this Agreement, Profits, gains, and credits for tax and accounting purposes shall be allocated pro rata in accordance with the Members' then current percentage ownership of shares for such period calculated pursuant to Sections 5.1(b)Section 3.04. Losses and deductions shall be allocated pro rata in accordance with the Members’ Capital Accounts. In a taxable year in which any Member has a Capital Account with a negative balance attributable in whole or part to non-recourse deductions, 5.2 and 5.3then, Profits and Losses before any other allocations are made under this Section 4.04, the Members whose Capital Accounts have a negative balance shall be allocated gain or income of the Company for each Fiscal Year in an amount sufficient to constitute a minimum gain chargeback as described in Treasury Regulations promulgated under Section 704 of the Code and to the extent a Member has a Capital Account with a negative balance in excess of such Member’s share of minimum gain, such Member shall be allocated among the Capital Accounts of the Members gain or income in a manner that as closely as possible gives economic effect an amount equal to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion excess of such Fiscal Year which precedes the date Member’s Capital Account negative balance over such Member’s share of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Unitsminimum gain. (b) Notwithstanding anything to In any taxable year in which the contrary Interests of the Members in the Company may change ownership, the Members’ interest in Profits, Losses, gains, deductions and credits or any item thereof and Disbursable Cash shall be determined by taking into account their varying interests during the taxable year as described in Section 5.1(a):706 of the Code and any proposed or final Treasury Regulations promulgated thereunder. In so doing, the Members intend that their varying interests be based upon the number of days of the taxable year each Member owned such Member’s Interests rather than upon the actual results of the Company’s operations. (ic) The Losses allocated Except as provided in Section 4.04(d), upon liquidation of the Company pursuant to Section 5.1(a) to any Member for any Fiscal Year 10.03, all gain recognized by the Company upon the sale of Company property, shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at pro rata in accordance with the end Members' then current ownership of such Fiscal Yearshares. (iid) If some but not all It is the intent of the Members would have an Adjusted Capital Account Deficit as a consequence that each Member’s distributive share of an allocation Profits, gains, Losses, deductions or credits (or items thereof) shall be determined and allocated in accordance with this Section to the fullest extent permitted by Section 704(b) of Losses pursuant the Code. In order to Section 5.1(a), preserve and protect the limitations set forth determination and allocations provided for in this Section 5.1(b4.04, the Managing Member(s) shall are authorized and directed to allocate Profits, gains, Losses, deductions or credits (or items thereof) arising in any year differently than otherwise provided for in this Section if, and to the extent that, allocating Profits, gains, Losses, deductions or credits (or item thereof) in the manner provided for in this Section 4.04 would cause allocations of each Member’s distributive share of Profits, gains, Losses, deductions or credits (or items thereof) not to be applied permitted by allocating Losses Section 704(b) of the Code and Treasury Regulations promulgated thereunder. Any allocations made pursuant to this Section 5.1(b4.04(d) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members shall be deemed to be determined by the Management Committeea complete substitute for any allocation otherwise provided for in this Agreement, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1)and no amendment of this Agreement or approval of any Member shall be required. (iiie) If no Member may receive an additional In making any allocation of Losses pursuant (the “new allocation”) under Section 4.05(d), the Managing Member(s) are authorized to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii) shall be allocated solely act only after having been advised by counsel to the Members in proportion Managing Member(s) or counsel to their interests in the Company that, under Section 704(b) of the Code and the Treasury Regulations thereunder, (as determined i) the new allocation is necessary, and (ii) the new allocation is the minimum modification of the allocations otherwise provided for in accordance with the provisions of this Section 5.1).this

Allocation of Profits and Losses. (a) Except as otherwise provided in this Section 3.3: (i) Subject to the allocations specified in Sections 5.1(b)3.3(a)(ii) and 3.3(a)(iii) below, 5.2 and 5.3, all Profits and Losses of the Company for each Fiscal Year shall be allocated among the Capital Accounts of the Members in a manner that as closely as possible gives economic effect to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made accordance with respect to the transferred Units. (b) Notwithstanding anything to the contrary in Section 5.1(a): (i) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Yeartheir respective Unit Percentages. (ii) If some but not all Notwithstanding Section 3.3(a)(i) above, in no event shall Losses be allocated to a Member to the extent such allocation would result in any limitation on the use of such Losses under Section 704(d) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). All the Losses subject to the foregoing limitation shall be reallocated to the Members would have an Adjusted Capital Account Deficit as having a consequence positive tax basis in their Units (taking into account all components thereof, including, without limitation, the share of an allocation Members in liabilities of Losses the Company pursuant to Section 5.1(a), 752 of the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1Code). (iii) If no Member may receive an additional allocation of Losses pursuant to Notwithstanding Section 5.1(b)(ii3.3(a)(i) above, such additional Profits equal to the excess (if any) of Losses not reallocated under Section 3.3(a)(ii) at any time since the Formation Date over Profits previously allocated pursuant to under this Section 5.1(b)(ii3.3(a)(iii) since the Formation Date, shall be allocated solely 100% to Members in the proportion and amounts in which such excess was allocated. (b) In the case of any property contributed to the Members in proportion Company by any Member which at the time of contribution has an adjusted tax basis which differs from its fair market value, items of Profits, Losses, income, gain and deduction for income tax purposes shall be allocated as required under Section 704(c) of the Code to their interests in take into account such difference. (c) Any item of taxable income, gain, loss or deduction of the Company (as well as any credits or the basis of property to which such credits apply) as determined for federal income tax purposes shall be allocated in accordance with the provisions same manner as the corresponding income, gain, loss, or deduction is allocated under Section 3.3(a). Allocations pursuant to this Section 3.3(c) 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 Member’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Section 5.1)Agreement.

Allocation of Profits and Losses. (a) Subject For income tax purposes, allocations of net profits, other than net profits being allocated at the time of dissolution and liquidation of River Edge, shall be made to Sections 5.1(b), the extent possible to the Equity Members in the same amounts as (and in proportion to if less than) the distributions that would be made to the Equity Members under Section 5.2 and 5.3, Profits and Losses of for the Company same period. All other allocations for each Fiscal Year income tax purposes shall be made as follows: (i) net profits shall be allocated among the Capital Accounts of the Equity Members in a the manner necessary to increase each Equity Member Household’s Capital Account (after increasing the Capital Account balances by the amounts of “partnership minimum gain” and “partner minimum gain” that as closely as possible gives economic effect to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to would be allocated to the Equity Members if all River Edge assets were sold for an amount equal to the indebtedness encumbering such entire Fiscal Year assets) to an amount equal to the amount of cash such Equity Member would be entitled to receive pursuant to Section 5.2 if an amount of cash equal to the net positive Capital Account balances (after such allocation and after increasing the Capital Account balances by the amounts of “partnership minimum gain” and “partner minimum gain” as described above) were distributed to the Members pursuant to Section 5.2, and (ii) net losses shall be allocated among the Equity Members in the manner necessary to reduce each Equity Member Household’s Capital Account (after increasing the Capital Account balances by the amounts of “partnership minimum gain” and “partner minimum gain” as described above) to an amount equal to the amount of cash such Equity Member would be entitled to receive pursuant to Section 5.2 if an amount of cash equal to the net positive Capital Account balances (after such allocation and after increasing the Capital Account balances by the amounts of “partnership minimum gain” and “partner minimum gain” as described above) were distributed to the Equity Members pursuant to Section 5.2. Notwithstanding the foregoing, all allocations of “partnership nonrecourse deductions” and “partnership minimum gain” and other items that cannot have economic effect (except “partner nonrecourse deductions” and “partner minimum gain”) shall be allocated to the portion of such Fiscal Year which precedes Equity Members in accordance with the date of such transfer or change (and if there shall have been a prior transfer or change Equity Members’ interests in such Fiscal YearRiver Edge, which commences on the date of such prior transfer or changewhich, unless otherwise required by Code Section 704(b) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there regulations promulgated thereunder, shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing Percentage Interests of the books at the election and the expense of the transferee and the transferor)Equity Member Households, and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Units. (b) Notwithstanding anything to the contrary in Section 5.1(a): (i) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Year. (ii) If some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 5.1(a), the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii) “partner nonrecourse deductions” and “partner minimum gain” shall be allocated solely to the Members in proportion to their interests in the Company (as determined in accordance with the provisions of Regulations Section 1.704-2. This Section 5.4(a) is intended to comply in full with the Regulations under Section 704(b) of the Code, including the “qualified income offset” and “minimum gain chargeback” provisions thereof, and shall be interpreted consistently therewith. (b) Net profits and net losses shall be as determined for reporting on River Edge’s Federal income tax return. All items of depreciation, gain, loss, deduction or credit shall be determined in accordance with the Code and, except to the extent otherwise required by the Code, allocated to and among the Equity Members in the same percentages in which the Equity Members share in net profits and net losses. Notwithstanding the foregoing, if the book value of property (as such term is used in Regulation Section 1.704-1(b)(2)(iv)(g)) differs from its tax basis, then for the purposes of this Agreement, all determinations of income, gain, loss and deduction shall be determined with respect to such book value in accordance with the rules of Regulation Section 5.11.704-1(b)(2). In accordance with Code Section 704(c) and the Regulations thereunder, depreciation, amortization, gain, loss, and deduction with respect to any property contributed to the capital of River Edge shall, solely for tax purposes, be allocated among the Equity Members so as to take account of any variation between the adjusted basis of such property to River Edge for Federal income tax purposes and its initial book value, such allocation to be made by the Administrative Committee in accordance with the so-called “traditional method with curative allocations solely in the case of a sale of property” under Regulation Section 1.704-3(c)(iii)(B).

Allocation of Profits and Losses. (a) Subject After giving effect to Sections 5.1(b)the special allocations set forth in Section 6.1(b) below, 5.2 and 5.3, the Net Profits and Net Losses (or the respective items thereof) of the Company for each Fiscal Year or other relevant period of calculation, as determined by the Managing Member in accordance with the provisions hereof, shall be allocated among the Members in a manner such that, as of the end of such Fiscal Year or other relevant period and taking into account all prior allocations of Net Profits and Net Losses (and any items thereof) and all distributions made to the Members through such date, the Adjusted Capital Account Balance of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to the distributions that would be made to such Member pursuant to Section 7.1 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Values, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Values of the assets securing such liability), and the net assets of the Company were distributed in accordance with Section 7.1 to the Members immediately after making such allocation; provided, that the Net Losses (or items thereof) allocated to a Member shall not exceed the maximum amount of losses that can be so allocated without causing such Member to have a negative Adjusted Capital Account Balance at the end of any Fiscal Year or other relevant period. (i) Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(i)), if any, of the Company shall be allocated to the Member that bears the economic risk of loss within the meaning of Treasury Regulations Section 1.704-2(i), and (ii) “nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulations Section 1.752-3(a)(3)), if any, of the Company with respect to each period shall be allocated among the Members in accordance with their applicable Carried Interest Percentages. (i) This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Treasury Regulations under Code Section 704(b). Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Members on a priority basis to the extent and in the manner required by such provisions. (ii) Notwithstanding any other provisions of this Agreement, no allocation of Net Losses or items of deduction or expense shall be made to any Member to the extent that the effect of such allocation would be to cause the Member to have a negative Adjusted Capital Account Balance. (iii) To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. (c) In the event that as closely as possible gives economic effect to any Member forfeits an Interest in the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed Company pursuant to the terms application of this Agreement during the principles referred to in Section 5.2, any Fiscal Year, balance in the amount Capital Account of Profit and Loss such Member relating to such forfeited Interest (after accounting for any distributions to such Member) shall be allocated reallocated to the Members for such entire Fiscal Year shall be allocated to Managing Member, unless otherwise determined by the portion Managing Member. (d) Notwithstanding the foregoing, but after taking account of such Fiscal Year which precedes the date any items of such transfer income, gain, loss or change deduction mandated under subsection (and if there shall have been a prior transfer or change in such Fiscal Yearb) above, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation which an event occurs resulting in the liquidation of assets and eventual dissolution of the Company, items of income, gain, loss or deduction for such Fiscal Year and for each Fiscal Year thereafter shall be made without regard allocated among the Members in such a manner as will (i) eliminate any deficit balances in their Capital Accounts (allocated in proportion to, and to the dateextent of, amount or such deficit balances), and (ii) then to cause each Member’s Capital Account balance to have a zero balance immediately upon the Members’ receipt of any distributions that may have been made with respect to the transferred Unitslast liquidating distribution from the Company. (be) Notwithstanding anything to the contrary in this Section 5.1(a): (i) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Year. (ii) If some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 5.1(a)6.1, the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Managing Member may receive an additional allocation allocate items of Losses pursuant to Section 5.1(b)(ii) aboveincome, gain, loss and deduction in such additional Losses not allocated pursuant to Section 5.1(b)(ii) shall be allocated solely to other manner as the Members in proportion to their Managing Member reasonably determines more appropriately reflects the Members’ interests in the Company (as determined in accordance with the provisions of this Section 5.1)Company.

Allocation of Profits and Losses. (a) Subject to Sections 5.1(b)Except as otherwise provided herein, 5.2 and 5.3, Net Profits and Net Losses of the Company for each Fiscal Year (including profits and losses attributable to the sale or other disposition of all or any portion of the Company’s property) shall be allocated among the Capital Accounts of or borne by the Members in a manner that as closely as possible gives economic effect to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor)their Capital Accounts, and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that as those may have been made with respect to the transferred Unitschange as provided herein. (b) Notwithstanding anything any provision of this Agreement to the contrary contrary, to the extent required by law, income, gain, loss and deduction attributable to property contributed to the Company by a Member shall be allocated among the Members so as to take into account any variation between the tax basis of the property and the fair market value thereof at the time of contribution, in accordance with the requirements of Section 5.1(a):704(c) of the Code, or its counterpart in any subsequently-enacted Internal Revenue Code, and the applicable Regulations promulgated thereunder. (ic) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year Company profits, losses and gains shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member the Members in accordance with the portion of the year during which the Members have held their respective interests. All items of income and loss shall be considered to have an Adjusted Capital Account Deficit at been earned ratably over the end fiscal year of such Fiscal Yearthe Company, except that gains and losses arising from the disposition of assets shall be taken into account as of the date thereof. (iid) If some but not all Notwithstanding any provision of this Agreement to the contrary, in the event the Company is entitled to a deduction for imputed interest under any provision of the Members would have an Adjusted Capital Account Deficit as Code on any loan or advance from a consequence of an allocation of Losses pursuant to Section 5.1(a), the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) aboveMember, such additional Losses not allocated pursuant to Section 5.1(b)(ii) deduction shall be allocated solely to such Member. (e) Notwithstanding any provision of this Agreement to the contrary, to the extent the payment of any expenditure by the Company is treated as a distribution to a Member for federal income tax purposes, there shall be a gross income allocation to such Member in the amount of such distribution. (f) Notwithstanding any provision of this Agreement to the contrary, if items of income or gain to be allocated include income or gain treated as ordinary income for federal income tax purposes because they are attributable to the recapture of depreciation under Section 1245 or 1250 of the Code, then such income or gain, to the extent treated as ordinary income, shall be allocated to, and reported by, the Members in proportion to their interests in the Company (as determined in accordance with the provisions then respective cumulative allocations of this Section 5.1)depreciation.

Allocation of Profits and Losses. (a) Subject to Sections 5.1(b), 5.2 and 5.37.1.1 Except as otherwise provided in this Article VII, Profits and Losses of the Company for each Fiscal Year shall be allocated among the Capital Accounts of the Members in a manner that as closely as possible gives economic effect to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion Members as follows: (a) First, to the Preferred Members in proportion to their respective Preferred Member Percentage Interests, until the aggregate Profits allocated with respect to the Preferred Members (taking into account allocations of Profits to all previous holders of such Preferred Membership Interests) pursuant to this Section 7.1.1 (a) for the period commencing with the effective date of this Agreement and ending on the last day of such Fiscal Year which precedes equal the cumulative Preferred Distribution paid to such Preferred Members (taking into account Preferred Distributions paid to all previous holders of such Preferred Membership Interests) for the period commencing with the effective date of such transfer or change (this Agreement and if there shall have been a prior transfer or change in such Fiscal Year, which commences ending on the date of such prior transfer or change) and to the portion last day of such Fiscal Year which occurs on and after and (b) Thereafter, to the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change)Common Members, in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing their respective Common Member Percentage Interests as of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion end of the Fiscal Year. 7.1.2 Except as otherwise provided in this Article VII, Losses for any Fiscal Year in question. Such allocation shall be made without regard allocated to the date, amount or receipt Common Members in proportion to their respective Common Member Percentage Interests as of any distributions that may have been made with respect to the transferred Unitsend of such Fiscal Year. (b) Notwithstanding anything to the contrary in Section 5.1(a): (i) 7.1.3 The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year 7.1.2 shall not exceed the maximum amount of Losses that may can be so allocated to such Member without causing such any Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Year. (ii) If any fiscal period. In the event that some but not all of the Members would have an Adjusted Capital Account Deficit Deficits as a consequence of an allocation of Losses pursuant to this Section 5.1(a)7.1, the limitations limitation set forth in this Section 5.1(b) 7.1.3 shall be applied on a Member by allocating Member basis so as to allocate the maximum permissible Losses pursuant to this each Member under Treas. Reg. Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence 1.704-1(b)(2)(ii)(d). All Losses in excess of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities limitation set forth in this Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii) 7.1.3 shall be allocated solely proportionately among the Common Members. Notwithstanding the provisions of Section 7.1.1, 100% of the Profits shall be allocated, prior to any other allocations of Profits, to the Members up to the aggregate of, and in proportion to, any Losses previously allocated to their interests in the Company (as determined each Member in accordance with the provisions of this Section 5.1)7.1.3 in the reverse order in which such Losses were allocated.

Allocation of Profits and Losses. (a) Subject After giving effect to Sections 5.1(b)the allocations set forth in Section 6.02 below, 5.2 and 5.3for each fiscal year of the Company, any remaining Profits and Losses of the Company for each Fiscal Year attributable to the Category A Property shall be allocated among as necessary to cause the Capital Account of each Category A Member (increased by the amount of gain that would be allocated to such Category A Member under Section 6.02 below if Category A Property subject to any nonrecourse liability were transferred in satisfaction of such liability and for no other consideration) to equal (as nearly as possible) the Category A Net Cash Flow distributions that would be made to such Category A Member under Sections 6.03 and 6.05, as applicable, if the Category A Property of the Company at the end of such year were sold for their then adjusted book basis for purposes of Treas. Reg. Section 1.7040a(b)(2), all Company liabilities attributable to the Category A Property were satisfied (limited with respect to each nonrecourse liability to the adjusted book basis of the Category A Property subject to the liability) and the proceeds were distributed under Section 6.03 (without regard to the Capital Accounts of the Members in a manner that as closely as possible gives economic effect to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or changeCategory A Members), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Units. (b) Notwithstanding anything After giving effect to the contrary allocations set forth in Section 5.1(a): 6.02 below, for each fiscal year of the Company, any remaining Profits and Losses of the Company attributable to the Category B Property shall be allocated as necessary to cause the Capital Account of each Category B Member (i) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed increased by the maximum amount of Losses gain that may would be allocated to such Category B Member without causing under Section 6.02 below if Category B Property subject to any nonrecourse liability were transferred in satisfaction of such liability and for no other consideration) to equal (as nearly as possible) the Category B Net Cash Flow distributions that would be made to such Category B Member to have an Adjusted Capital Account Deficit under Sections 6.04 and 6.06, as applicable, if the Category B Property of the Company at the end of such Fiscal Year. year were sold for their then adjusted book basis for purposes of Treas. Reg. Section 1.7040a(b)(2), all Company liabilities attributable to the Category B Property were satisfied (ii) If some but not all limited with respect to each nonrecourse liability to the adjusted book basis of the Members would have an Adjusted Category B Property subject to the liability) and the proceeds were distributed under Section 6.04 (without regard to the Capital Account Deficit as a consequence Accounts of an allocation of Losses pursuant to Section 5.1(a), the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1Category B Members). (iiic) If no Member may receive an additional allocation In making the allocations of Profits and Losses attributable to Category A Property pursuant to Section 5.1(b)(ii) above6.01(a), such additional that portion of each Member’s Capital Account attributable to Category B Property shall be ignored. In making the allocations of Profits and Losses not allocated attributable to Category B Property pursuant to Section 5.1(b)(ii) 6.02(a), that portion of each Member’s Capital Account attributable to Category A Property shall be allocated solely to the Members in proportion to their interests in the Company (as determined in accordance with the provisions of this Section 5.1)ignored.

Allocation of Profits and Losses. (a) Subject to Sections 5.1(b), 5.2 and 5.3, Profits and Losses The profits or losses for tax purposes of the Company for each Fiscal Year Partnership, other than any profits or losses attributable to the sale or other disposition of all or any substantial portion of the Partnership Property or the Joint Venture Property, shall be allocated as follows: subject to the provisions of Section 9(e) below, 96% of such profits or losses shall be allocated among the Capital Accounts Limited Partners in proportion to their respective Percent Interests, and 4% of the Members in a manner that as closely as possible gives economic effect to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer such profits or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year losses shall be allocated to the General Partners; provided, however, that the books of the Partnership shall be closed immediately prior to the first Periodic Admission Date and any such profits or losses attributable to the portion of the fiscal year occurring prior to the first Periodic Admission Date shall be allocated 99.99% to the General Partners and 0.01% to the Initial Limited Partner; 12 (b) The profits of the Partnership from any sale or other disposition of all or any substantial portion of the Partnership Property or the Joint Venture Property, after deducting any expenses relating to such Fiscal Year which precedes sale or other disposition, shall be allocated as follows: (i) first, there shall be allocated to the date General Partners an amount equal to the greater of (A) 1% of such transfer profits or change (B) the amount distributable (in excess of the General Partners' aggregate net positive Capital Account balances) to the General Partners as Sale Proceeds or Financing Proceeds from such sale or other disposition in accordance with Section 11(b) hereof to be allocated among the General Partners in proportion to the amount of such proceeds distributed to each General Partner; (ii) second, if the Capital Accounts with respect to each Limited Partnership Interest of the Limited Partners are not then equal, profits shall be allocated to the holder of a Limited Partnership Interest with a Capital Account which is smaller in amount (or greater in deficit) than the Capital Account for any other Limited Partnership Interest until the balance in such Capital Account equals the balance in the Capital Account of the Limited Partnership Interest which was next smallest in amount (or next greatest in deficit) before such allocation, and if there thereafter such profits shall continue to be allocated to each successive holder or group of holders of Limited Partnership Interests with Capital Accounts which are smallest in amount (or greatest in deficit), until either the balances of all Capital Accounts with respect to the Limited Partnership Interests are equal or all such profits have been a prior transfer or change allocated; and (iii) third, any remaining profits shall be allocated among the Limited Partners in proportion to their respective Percent Interests. Notwithstanding the allocation in the first sentence of this Section 9(b), if, after such Fiscal Yearallocation, which commences the aggregate deficit balances, if any, in the Capital Accounts of the General Partners would be greater in absolute amount than the Potential Unrealized Gain (as hereinafter defined) of the Partnership on the date of such prior transfer or change) and allocation (for such purposes such Potential Unrealized Gain is to be allocated pro rata among the General Partners in proportion to the negative balances in their respective Capital Accounts), then the allocation of profits to the Limited Partners under clause (iii) of the first sentence of this Section 9(b) shall be reduced and the allocation of profits to the General Partners under clause (i) of the first sentence of this Section 9( b) shall be increased (to be shared by them in proportion to the deficit balances in their respective Capital Accounts) to the extent necessary to cause the aggregate deficit balances in the Capital Accounts of the General Partners after such allocation to be equal in absolute amount to the Potential Unrealized Gain (but the allocation of profits under clause (ii) of the first sentence of this Section 9(b) shall not be affected by this sentence). Notwithstanding the allocation in the first sentence of this Section 9(b), if, at any time profits are realized by the Partnership on the sale or other disposition of all or any substantial portion of the Partnership Property or the Joint Venture Property, any current or anticipated reduction of the Partnership's indebtedness (including the Partnership's share of the indebtedness of the Joint Venture or the Building Joint Ventures) or any future distribution of cash to the General Partners, as calculated by the Corporate General Partner, would cause the deficit balances in the Capital Accounts of any or all of the General Partners to be greater than its or their share of the Partnership's indebtedness (including the Partnership's share of the indebtedness of the Joint Venture and the Building Joint Ventures) after such Fiscal Year reduction or distribution, then the allocation of profits to the Limited Partners under clause (iii) of the first sentence of this Section 9(b) shall be reduced and the allocation of profits to the General Partners under clause (i) of the first sentence of this Section 9(b) shall be increased (to be shared by them in proportion to the deficit balances in their respective Capital Accounts) to the extent necessary to cause the deficit balance in each General Partner's Capital Account to be equal to such General Partner's share of the Partnership's indebtedness (including the Partnership's share of the indebtedness of the Joint Venture or the Building Joint Ventures) after such reduction or distribution (but the allocation of profits under clause (ii) of the first sentence of this Section 9( b) shall not be affected by this sentence). "Potential Unrealized Gain" shall equal the amount of profits which occurs would be realized by the Partnership for Federal income tax purposes (to be shared pro rata in proportion to the respective deficit balances of the General Partners) if all Partnership Property and Joint Venture Property (including the Joint Venture's interests in the Building Joint Ventures) were sold for their fair market value as determined by the Corporate General Partner (and all installment receivables of the Partnership, the Joint Venture and the Building Joint Ventures were collected) on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in questionallocation. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Units. (b) Notwithstanding anything to the contrary in Section 5.1(a): (i) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed this Agreement, upon the maximum amount ultimate liquidation of Losses that may be allocated to such Member without causing such Member to have an Adjusted the Partnership, if a General Partner has a deficit balance in its Capital Account Deficit at (after giving effect to the end of such Fiscal Year. (ii) If some but not all of allocations set forth in this Agreement, including without limitation the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 5.1(a), the limitations allocations set forth in this Section 5.1(b) shall be applied 9(b)), such General Partner will make a capital contribution which, when added to the amount contributed by allocating Losses such General Partner pursuant to this Section 5.1(bSections 11(b) only and 13(e) hereof, is equal to those Members who would not have an Adjusted Capital Account Deficit as a consequence such deficit balance. Notwithstanding any adjustment of receiving such an allocation of Losses (with the allocation of such Losses among such Members profits or losses provided in this Agreement by any judicial body or governmental agency, the allocations of profits or losses provided in this Agreement shall control for all other purposes of this Agreement (or any amendment hereto, including any amendment pursuant to be determined by Section 19(d)), including without limitation, the Management Committee, based on determination of the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1)Partners' Capital Accounts for all purposes of this Agreement. (iiic) If no Member may receive an additional allocation The losses from any sale or other disposition of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii) all or any substantial portion of the Partnership Property or the Joint Venture Property shall be allocated solely to 99% among the Members Limited Partners in proportion to their interests in respective Percent Interests, and 1% to the Company (as determined in accordance with the provisions of this Section 5.1)General Partners.

Allocation of Profits and Losses. (a) Subject to Sections 5.1(b), 5.2 The profits and 5.3, Profits and Losses losses of the Company for each any Fiscal Year (or portion thereof) shall be allocated among the Capital Accounts as follows: (a) net profit of the Members in a manner that as closely as possible gives economic effect Company (determined without regard to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit any gains and Loss losses described in subparagraphs (c) and (d) of this Section 4.4, but including any portion of such gains or losses attributable to be allocated to interest on the Members for such entire Fiscal Year Notes not previously included in net profits) shall be allocated (i) first, to the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), Company Preferred Securityholders pro rata in proportion to the number Liquidation Amount of days in the Company Preferred Securities held by each such portion Securityholder, until the amount so allocated equals the excess of (or, in x) the case Preferred Dividends accrued on such Company Preferred Securities from their date of a transfer, in accordance with an interim closing issuance through and including the close of the books at current Fiscal Year (whether or not paid) over (y) the election amounts allocated to the Company Preferred Securityholders with respect to such Company Preferred Securities pursuant to this Section 4.4(a)(i) or Section 4.4(c)(i) in all prior Fiscal Years, and (ii) thereafter to the expense Common Securityholders; (b) net loss of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made Company (determined without regard to the date, amount or receipt of any distributions that may have been made gains and losses described in subparagraph (c) or (d) of this Section 4.4) shall be allocated 100% to the Common Securityholders; (c) all gains resulting from any disposition (including, without limitation, any redemption or prepayment) of assets by the Company, other than any portion of such gains attributable to interest on the Notes not previously included in net profits, shall be allocated (i) first, to the Company Preferred Securityholders pro rata in proportion to the Liquidation Amount of the Company Preferred Securities held by each such Securityholder, until the amount so allocated equals the excess of (x) the Preferred Dividends accrued on such Company Preferred Securities from their date of issuance through and including the close of the current Fiscal Year (or portion thereof) over (y) the sum of the amounts allocated to the Company Preferred Securityholders with respect to such Company Preferred Securities pursuant to Section 4.4(a)(i) in the transferred Units.current and all prior Fiscal Years or this Section 4.4(c)(i) in all prior Fiscal Years, and (ii) thereafter to the Company Securityholders whose Securities are being redeemed with the proceeds of such disposition and among them in proportion to the Liquidation Amount of the Securities being redeemed; and (bd) Notwithstanding anything to all losses resulting from any disposition (including, without limitation, any redemption or prepayment) of assets by the contrary in Section 5.1(a): Company shall be allocated (i) The Losses first, to the Common Securityholders, until the aggregate amount so allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Year. (ii) If some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 5.1(a), the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b4.4(d)(i) only equals the sum of the Liquidation Amount of the Company Common Securities held by each such Securityholder plus the excess, if any, of the sum of net profits and net losses allocated to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Member may receive an additional allocation of Losses Company Common Securities pursuant to subparagraphs (a) and (b) of this Section 5.1(b)(ii4.4 over the aggregate Dividends paid with respect to such Common Securities and (ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii) shall be allocated solely thereafter to the Members in proportion Company Preferred Securityholders. Notwithstanding the foregoing, the Tax Matters Partner shall have the power to their interests in alter any such allocations for federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have "SUBSTANTIAL ECONOMIC EFFECT" (within the Company (as determined meaning of Treasury regulation 1.704-1(b)(2)) or to ensure that such allocations are otherwise in accordance with the provisions interests of the Securityholders (within the meaning of Treasury regulation 1.704-1(b)(3)) determined on the basis of the economic arrangements of the parties as described in this Section 5.1)Agreement.

Allocation of Profits and Losses. (a) Subject After giving effect to the special allocations set forth in Sections 5.1(b), 5.2 6.2 and 5.36.3, Profits and Losses of the Company for each Fiscal Year Period shall be preliminarily allocated among as of the end of such Fiscal Period to the Capital Accounts of all the Members in a manner the proportions that each Member’s Capital Account as closely as possible gives economic effect to of the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion beginning of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and Period bore to the portion aggregate of the Capital Accounts of all the Members as of the beginning of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred UnitsPeriod. (b) Notwithstanding anything With respect to each Member, at the end of each Allocation Period, the Advisor shall be allocated from each Member’s Capital Account the following amounts: if the “Positive Allocation Change” for such Allocation Period for such Member exceeds the “10% Hurdle” for a Member and the amount of any positive balance in such Member’s “High Watermark Account”, then the performance allocation (the “Performance Allocation”) shall be equal to the contrary in Section 5.1(a): sum of (ix) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed 100% of the maximum amount of Losses that may be such Member’s Positive Allocation Change for such Allocation Period until the Advisor receives an amount equal to the 10% Catch-Up Amount and (y) 20% of the amount by which such Member’s Positive Allocation Change for such Allocation Period, if any, exceeds the sum of the amount of the Positive Allocation Change allocated to such Member without causing to satisfy such Member Member’s 10% Hurdle (the “10% Priority Amount”) and the 10% Catch-Up Amount; provided, however, that no Performance Allocation with respect to have an Adjusted a particular Member’s Capital Account Deficit at will be made until such Member’s High Watermark Account has a zero balance (after taking into account any allocation of Profits pursuant to Section 6.1(a). (c) No transferee of any Units shall succeed to any High Watermark Account balance or portion thereof attributable to the end transferor unless the transfer by which such transferee received such Units did not involve a change of beneficial ownership or as otherwise agree to by the Board. (d) For Units redeemed other than on the last day of a Fiscal Year, the Performance Allocation, if any, shall be calculated and charged with respect to the redeemed Units as if the redemption date was the last day of the Fiscal Year and the 10% Hurdle applicable to the calculation of the Performance Allocation shall be adjusted to take into account the number of days that the tendering Member’s Capital Account was invested in the Fund for such Fiscal Year. (ii) If some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 5.1(a), the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii) shall be allocated solely to the Members in proportion to their interests in the Company (as determined in accordance with the provisions of this Section 5.1).

Allocation of Profits and Losses. (a) Subject The Company's Profits -------------------------------- and Losses shall be determined on an annual basis and shall be allocated to Sections 5.1(bthe Members in accordance with this Section 5.02. (b) Except as provided in Section 5.02(c) and (d), 5.2 and 5.3, Profits and or Losses of the Company for each Fiscal Year fiscal year shall be allocated among the Members (and credited or debited to their Capital Accounts Accounts) in such manner that if the Company were to liquidate completely immediately after the end of such fiscal year and in connection with such liquidation sell all of its assets and settle all of its liabilities at their then Adjusted Book Values (i.e., without any Profits or Losses resulting therefrom); (i) the distribution by the Company of any remaining cash to the Members in a manner that accordance with their respective positive Capital Account balances (after crediting or debiting Capital Accounts for Profits or Losses for such fiscal year) would correspond as closely as possible gives economic effect to the distributions that would result if the liquidating distributions has instead been made in accordance with the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor5.01(b), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Units. (b) Notwithstanding anything to the contrary in Section 5.1(a): (i) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Year. (ii) If some but not all of the Members would have an Adjusted any resulting deficit Capital Account Deficit balances (after crediting or debiting Capital Accounts for Profits and Losses for such fiscal year) would correspond as a consequence of an allocation of Losses pursuant to Section 5.1(a), the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit closely as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii) shall be allocated solely possible to the Members manner in proportion to their interests in the which economic responsibility for Company deficit balances (as determined in accordance with the provisions principles of Treasury Regulations under Section 704 of the Code) would be borne by the Members under the terms of this Agreement and any collateral agreements. For purposes of maintaining the Capital Accounts, items of income, gain, loss, deduction, expense and credit shall be allocated to the Members in the same manner as are Profits and Losses, except where otherwise necessary to more closely achieve the result contemplated by the first sentence of this Section 5.15.02(b). (c) Allocations necessary to fulfill the requirements of a "qualified income offset" under Treas. Reg. ss. 1.704-1(b)(2)(ii)(d) and a "minimum gain chargeback" under Treas. Reg. ss. 1.704-2(f) shall be made, but shall be neutralized to the extent feasible by offsetting allocations made for subsequent periods. (d) To the extent practicable, distributions to PHC in respect of the PHC Priority pursuant to the first sentence of Section 5.01(b) shall not be considered made out of Profits, and taxable income and gain of the Company shall not be allocated to PHC on account of such distributions (except with respect to amounts representing notional interest).

Allocation of Profits and Losses. (a) Subject For each taxable period, or portion thereof, the Company’s profits and losses (as well as any other items in the nature of income, gain, deduction or credit) shall be allocated to Sections 5.1(b)each Member as follows: (i) except as otherwise provided below, 5.2 profits (and 5.3other items in the nature of income or gain) for such year shall be allocated first to the Preferred Members pro rata in proportion to their Preferred Interests until they have been allocated pursuant to this clause an amount equal to the cash distributions paid on such Preferred Interests pursuant to Section 17(c) in the year such allocations are made and, Profits and Losses thereafter, to the Common Members in proportion to their Common Interests; (ii) if, during such year, there is a liquidation, dissolution or winding up of the Company or a redemption or repurchase of any or all of the Preferred Interests (pursuant to a Mandatory Redemption, a Change of Control or otherwise), profits (and other items in the nature of income or gain) for each Fiscal Year such year shall be allocated among the Capital Accounts of the Members in a manner that as closely as possible gives economic effect first to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer Preferred Members pro rata in proportion to their Preferred Interests (or the number portion of Units of a Member is changed their Preferred Interests being redeemed) until they have been allocated pursuant to the terms of this Agreement during any Fiscal Year, the clause an amount of Profit and Loss to be allocated equal to the difference between (x) the aggregate Liquidation Preference of such Preferred Interests and (y) the aggregate Original Liquidation Preference of such Preferred Interests; (iii) if the Company does not have net income in an amount sufficient to make the allocations to the Preferred Members required by clauses (i) and/or (ii) above, as applicable, gross income (or items thereof) for such entire Fiscal Year year shall be allocated to the portion of Preferred Members in the amounts necessary to effectuate the allocations required by such Fiscal Year which precedes the date of such transfer or change clauses; (iv) losses (and if there other items in the nature of deduction or credit) for such year shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and be allocated to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), Common Members pro rata in proportion to the number their Common Interests; provided, however, that (x) no Common Member shall be allocated any item of days in each loss that would reduce such portion Member’s Capital Account below zero and (ory) any amount that would, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferorbut for proviso (x), and the amounts of the items so be allocated to each such portion shall a Common Member will first be credited or charged allocated to and among the other Common Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard proportion to their Common Interests and, thereafter, to the date, amount or receipt of any distributions that may have been made with respect to the transferred Units. (b) Notwithstanding anything to the contrary in Section 5.1(a): (i) The Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Year. (ii) If some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 5.1(a), the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii) shall be allocated solely to the Preferred Members in proportion to their interests in the Company Preferred Interests; (as determined in accordance with the b) The allocation provisions of this Section 5.113 are intended to be, and shall be interpreted and applied in a manner that is, consistent with the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated pursuant thereto (collectively, the “Code”). In particular, and notwithstanding anything to the contrary contained herein, this Section 13 shall be considered to include a “qualified income offset”, as such term is defined in the Code, and shall be interpreted in a manner consistent therewith. (c) The Board of Managers is hereby authorized, upon the advice of tax counsel, to amend this Section 13 as necessary to comply with the Code, provided, however, that any such amendment(s) shall be made, to the maximum extent possible, in a manner that is consistent with and will effectuate the intended economic relationship between the Members, as detailed in this Agreement.

Allocation of Profits and Losses. (a) Subject For each period for which Profits or Losses are determined, the Manager shall determine the amount of Profits or Losses attributable to Sections 5.1(b)each Project. The Manager shall make such determination in the Manager’s reasonable discretion based on such information and factors as the Manager may from time to time determine to be relevant, 5.2 including the designations by the Subsidiary REIT of its distributions to the Venture, the source and 5.3intended use of any reserves maintained by the Venture, and a reasonable apportionment of Venture expenditures for administrative costs. Except as otherwise provided in this Section 4.1, Profits and Losses of the Company for attributed to each Fiscal Year Project shall be allocated among the Capital Accounts of the Members in a manner that as closely as possible gives economic effect to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number Project Net Capital of days in each Member for such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred UnitsProject. (b) Notwithstanding anything to the contrary in Section 5.1(a):this Agreement, Profits and Losses shall be allocated as though this Agreement contained (and there is hereby incorporated herein by reference) a qualified income offset provision which complies with Treas. Reg. § 1.704-1(b)(2)(ii)(d) and minimum gain chargeback and partner minimum gain chargeback provisions which comply with the requirements of Treas. Reg. § 1.704-2. (c) In the event that any amounts paid or payable to any Member or any Affiliate which the Venture deducted or intended to deduct are disallowed as deductions for U.S. federal income tax purposes (or it is determined that such amounts are no longer allowable as deductions), (i) The Losses the amounts thus disallowed or no longer allowable will be allocated to the Member which received them (or whose Affiliate received them) as income, and (ii) notwithstanding any provision herein to the contrary, the balance of the redetermined income or loss of the Venture for the taxable year in question shall, to the extent permitted by law, be allocated among the Members to obtain the same allocation of Venture income or loss (after giving effect to the income allocated pursuant to Section 5.1(aclause (i) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Year. (iihereof) If some but not all of the Members as would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 5.1(a), been obtained for such taxable year if the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined amounts thus disallowed or no longer allowable had been proper deductions by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1)Venture. (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii) shall be allocated solely to the Members in proportion to their interests in the Company (as determined in accordance with the provisions of this Section 5.1).

Allocation of Profits and Losses. (a) Subject to Sections 5.1(b), 5.2 and 5.3, All Profits and Losses of the Company for each Fiscal Year as determined in accordance with Section 7(d) herein shall be allocated among the Capital Accounts Members as follows: (i) First, Profits shall be allocated to all of the Members in a manner that as closely as possible gives economic effect to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss in proportion to be the excess, if any, of (A) the aggregate distributions which have been paid, or are payable, to such Member as of the last day of the current year; less (B) the aggregate amount of Profits previously allocated to the Members such Member pursuant to this Section 7(a)(i) for such entire Fiscal Year all prior years; and (ii) Second, all remaining Profits shall be allocated to all of the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), Members in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Unitstheir respective LLC Interests. (b) All Losses as determined in accordance with Section 7(d) hereof shall be allocated among the Members in proportion to their respective Capital Accounts. (c) Notwithstanding anything to the contrary in Section 5.1(a):Articles 7(a) and (b) hereof: (i) The Profits and Losses shall be specifically allocated pursuant (the "Regulatory Allocations") if and to the extent necessary to comply with the Regulations under Code Section 5.1(a704(b) to any Member for any Fiscal Year shall not exceed (the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at "704(b) Regulations"), all as determined by the end of such Fiscal YearTax Matters Partner (as defined in Section 8(e) below). (ii) If some but not Regulatory Allocations have been made, then subsequent allocations of Profits and Losses (the "Curative Allocations") shall be made, so that the net result of all allocations of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Profits and Losses pursuant to Section 5.1(a)Sections 7(a) and (b) and this Sections 7(c) in the aggregate shall, as quickly as possible and to the limitations set forth in this Section 5.1(bextent possible without violating the constraints prescribed by the 704(b) shall Regulations, be applied by allocating Losses the same as if no allocations had been made pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit Article 7(c), all as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1)Tax Matter Partner. (iii) If no Member may receive an additional allocation In furtherance of this Section 7(c), all items of Losses pursuant attributable to Section 5.1(b)(ii) above, a liability of the Company shall be specifically allocated to the Member that bears the economic risk of loss for such additional Losses not allocated pursuant to Section 5.1(b)(ii) liability and such Member shall be allocated solely items of Profits to the Members in proportion to their interests extent that there is a net decrease in the Company (as determined minimum gain attributable to such portion of such liability, all in accordance with the provisions of this Section 5.1)704(b) Regulations as determined by the Tax Matters Partner.

Allocation of Profits and Losses. (a) Subject to Sections 5.1(b), 5.2 and 5.3, 4.1.1 Profits and Losses of the Company for each Fiscal Year shall be allocated among and credited to the Capital Accounts of the Members as follows and in a manner that as closely as possible gives economic effect the following order of priority: “First, among the Members in an amount equal to the provisions of Article VILosses, Section 13.3 and other relevant provisionsif any, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed allocated to their Membership Interests pursuant to Section 4.1.2 and not previously offset by Profits allocated to their Membership Interests pursuant to this Section 4.1.1. The Profits allocated pursuant to this Section 4.1.1 shall be allocated among such Members to offset Losses on a year-by-year basis, with the terms Profits first offsetting the Losses allocated in the year most recent to the year of this Agreement during any Fiscal Yearsuch Profits allocation and then to offset Losses in the preceding years with the most recent Losses being offset first in the proportion that each such Member’s allocable share of the Losses for each such years bears to the total Net Loss allocated for such year; and “Second, to such Members, in proportion to their Profits Interest set forth on Exhibit A. 4.1.2 Losses for each year shall be allocated and charged to the Capital Accounts of the Members as follows and in the following order of priority: “First, among the Members in an amount of Profit and Loss equal to be the Profits previously allocated to the Members for such entire Fiscal Year shall be and not previously offset by losses allocated pursuant to the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in questionthis Section 4.1.2. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Units. (b) Notwithstanding anything to the contrary in Section 5.1(a): (i) The Losses allocated pursuant to this Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated between the Members to such Member without causing such Member offset Profits on a year-by-year basis, with the Losses first offsetting the Profits allocated in the year most recent to have an Adjusted Capital Account Deficit at the end year of such Fiscal Year. (ii) If some but not all Profit allocation and then to offset Profits in the preceding years, with the most recent Profit being offset first in the proportion that each Members’ allocable share of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant Profits for such year bears to Section 5.1(a)the total Profits allocated for such year; “Second, the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members in an amount up to but not exceeding such Member’s positive Capital Account in the proportion that each such Member’s Capital Account bears to the aggregate Capital Accounts of all such Members; “Third, among such Members in an amount up to be determined by not exceeding their at-risk basis in their Membership Interest under Code Sections 704(d) and 465 (which would permit the Management CommitteeMembers with at-risk basis to incur negative capital accounts); “Fourth, based on any suspended Losses which have been allocated to a Member for which a Member has no at-risk basis and for which the allocation that is most likely suspended Losses have been carried over to effectuate another year in which the distribution priorities set forth in Section 6.1). (iii) If Member has no at-risk basis, and if such other Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) abovehas at-risk basis, such additional Losses not allocated pursuant to Section 5.1(b)(ii) gross income shall be allocated solely reallocated from the Member which has no at-risk basis to the Members Member which has the at-risk basis in an amount equal to the Suspended Losses, at the earliest time practicable; and “Thereafter, to such Members, in proportion to their interests in the Company (as determined in accordance with the provisions of this Section 5.1).Profits Interest set forth on Exhibit A.”

Allocation of Profits and Losses. (a) Subject to Sections 5.1(b)Except as otherwise set forth in this Section 4.02, 5.2 for Capital Account purposes, all items of income, gain, loss and 5.3, Profits and Losses of the Company for each Fiscal Year shall be allocated among the Capital Accounts of the Members in a manner that as closely as possible gives economic effect to the provisions of Article VI, Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to be allocated to the Members for such entire Fiscal Year deduction shall be allocated to the portion of Member in a manner such Fiscal Year which precedes that if the date of such transfer or change (Company were dissolved, its affairs wound up and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and its assets distributed to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, Member in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor)its respective Capital Account balances immediately after making such allocation, and the amounts of the items so allocated to each such portion shall distributions would, as nearly as possible, be credited or charged equal to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall distributions that would be made without regard pursuant to the date, amount or receipt of any distributions that may have been made with respect to the transferred UnitsSection 5.03. (b) Notwithstanding anything For federal, state and local income tax purposes, items of income, gain, loss, deduction and credit shall be allocated to the contrary Member in accordance with the allocations of the corresponding items for Capital Account purposes under this Section 5.1(a):4.02, except that items with respect to which there is a difference between tax and book basis will be allocated in accordance with Section 704(c) of the Code, the Treasury Regulations thereunder, and Treasury Regulations Section 1.704-1(b)(4)(i). (ic) The Losses Notwithstanding any provision set forth in this Section, no item of deduction or loss shall be allocated to the Member to the extent the allocation would cause a negative balance in such Member’s Capital Account (after taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) that exceeds the amount that such Member would be required to reimburse the Company pursuant to Section 5.1(athis Agreement or under applicable law. (d) to In the event the Member unexpectedly receives any Member for any Fiscal Year adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), items of the Company’s income and gain shall not exceed the maximum amount of Losses that may be specially allocated to such Member without causing such Member in an amount and manner sufficient to have an Adjusted eliminate as quickly as possible any deficit balance in its Capital Account Deficit at the end in excess of that permitted under Section 4.02(c) created by such Fiscal Year. (ii) If some but not all adjustments, allocations or distributions. Any special allocations of the Members would have an Adjusted Capital Account Deficit as a consequence items of an allocation of Losses pursuant to Section 5.1(a), the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses income or gain pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii4.02(d) shall be taken into account in computing subsequent allocations pursuant to this Section 4.02 so that the net amount of any items so allocated solely and all other items allocated to the Members in proportion Member pursuant to their interests in this Section 4.02 shall, to the Company (as determined in accordance with extent possible, be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of this Section 5.1)4.02 if such unexpected adjustments, allocations or distributions had not occurred.

Allocation of Profits and Losses. (a) Subject to Sections 5.1(b), 5.2 and 5.3provisions of Section 6.2, Profits and Losses of the Company (including Profits from Non-Recurring Transactions) for each Fiscal Year shall be allocated among the Capital Accounts of to the Members in a manner that as closely as possible gives economic effect accordance with the following order of priority: (i) First, if any Losses have been allocated to Members in the provisions of Article VIcurrent year or any prior years under Section 6.1(b) and such Losses have not previously been offset by Profit allocations under this Section 6.1(a)(i) (“Unrecovered Losses”), Section 13.3 and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to then Profits shall be allocated to the Members to whom such Unrecovered Losses were allocated in the same amounts so allocated, in reverse order Fiscal Year by Fiscal Year, until the cumulative Profits so allocated for such entire the current and all prior Fiscal Years equal the cumulative Unrecovered Losses so allocated to the Members have been offset by cumulative Profit allocations hereunder, without duplication; and, thereafter, no allocations shall be made under this Section 6.1(a)(i) unless and until further Losses are experienced by the Company and allocated to Members. (ii) Second, any additional Profits in any Fiscal Year shall be allocated entirely to the portion of such Fiscal Year which precedes the date of such transfer or change (Non-Initial Members, and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), among them in proportion to their respective Units, up to the number of days point at which the Non-Initial Members have received aggregate cash distributions to achieve a fifteen percent (15%) return in the Fiscal year with respect to their Capital Accounts (the “Milestone Return”). (iii) Third, any additional Profits in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation which the Milestone Return is achieved shall be made without regard allocated fifty percent (50%) to the dateNon-Initial Members, amount or receipt of any distributions that may have been made with respect and among them in proportion to their respective Units, and fifty percent (50%) to the transferred Initial Member. (In other words, such Profits shall be allocated among all of the Members in proportion to their respective Units.) (iv) Upon a sale of the Real Estate, net proceeds from the sale shall be allocated entirely to the Non-Initial Members, and among them in proportion to their respective Units, up to the point at which the Non-Initial Members have received one hundred fifteen percent (115%) of the Non-Initial Members’ Capital Accounts at the time of the sale. Any additional proceeds from the sale shall be allocated among all of the Members in proportion to their respective Units. (b) Notwithstanding anything to Losses for each Fiscal Year shall be allocated in the contrary in Section 5.1(a):following order of priority: (i) The First, Losses allocated pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated among the Members in proportion to such Member without causing such Member the positive balances in their respective Capital Accounts until the Capital Accounts of those Members have been reduced to have an Adjusted Capital Account Deficit at the end of such Fiscal Yearzero. (ii) If some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 5.1(a), the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such All additional Losses not allocated pursuant to Section 5.1(b)(ii) in any Fiscal Year shall be allocated solely to among the Members in the same proportion as Profits for such year (had Profits been earned) would have been allocated between them under clause (ii), (iii), or (iv) of Section 6.1(a) (whichever would have been applicable to any Profits), with the Members’ portion thereof being allocated among them in proportion to their interests in the Company (as determined in accordance with the provisions of this Section 5.1)respective Units.

Allocation of Profits and Losses. (a) Subject to Sections 5.1(b)Except as otherwise set forth in this Section 5.02 for Capital Account purposes, 5.2 all items of income, gain, loss and 5.3, Profits and Losses of the Company for each Fiscal Year deduction shall be allocated among the Capital Accounts Members pro rata in accordance with their respective Membership Interests. (b) For federal, state and local income tax purposes, items of the Members in a manner that as closely as possible gives economic effect to the provisions of Article VIincome, Section 13.3 gain, loss, deduction and other relevant provisions, hereof. If a Unit is the subject of a transfer or the number of Units of a Member is changed pursuant to the terms of this Agreement during any Fiscal Year, the amount of Profit and Loss to credit shall be allocated to the Members in accordance with the allocations of the corresponding items for such entire Fiscal Year Capital Account purposes under this Section 5.02, except that items with respect to which there is a difference between tax and book basis will be allocated in accordance with Section 704(c) of the Code, the Treasury Regulations thereunder, and Treasury Regulations Section 1.704-1(b)(4)(i). (c) Notwithstanding any provision set forth in this Section, no item of deduction or loss shall be allocated to a Member to the portion extent the allocation would cause a negative balance in such Member's Capital Account (after taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) that exceeds the amount that such Member would be required to reimburse the Company pursuant to this Agreement or under applicable law. (d) In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), items of the Company's income and gain shall be specially allocated to such Fiscal Year which precedes Member in an amount and manner sufficient to eliminate as quickly as possible any deficit balance in its Capital Account in excess of that permitted under Section 5.02(c) created by such adjustments, allocations or distributions. Any special allocations of items of income or gain pursuant to this Section 5.02(d) shall be taken into account in computing subsequent allocations pursuant to this Section 5.02 so that the date net amount of such transfer or change (any items so allocated and if there shall all other items allocated to each Member pursuant to this Section 5.02 shall, to the extent possible, be equal to the net amount that would have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the transferee and the transferor), and the amounts of the items so allocated to each such portion shall be credited or charged to the Members pro rata during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Units. (b) Notwithstanding anything to the contrary in Section 5.1(a): (i) The Losses allocated Member pursuant to Section 5.1(a) to any Member for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Member without causing such Member to have an Adjusted Capital Account Deficit at the end of such Fiscal Year. (ii) If some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 5.1(a), the limitations set forth in this Section 5.1(b) shall be applied by allocating Losses pursuant to this Section 5.1(b) only to those Members who would not have an Adjusted Capital Account Deficit as a consequence of receiving such an allocation of Losses (with the allocation of such Losses among such Members to be determined by the Management Committee, based on the allocation that is most likely to effectuate the distribution priorities set forth in Section 6.1). (iii) If no Member may receive an additional allocation of Losses pursuant to Section 5.1(b)(ii) above, such additional Losses not allocated pursuant to Section 5.1(b)(ii) shall be allocated solely to the Members in proportion to their interests in the Company (as determined in accordance with the provisions of this Section 5.1)5.02 if such special allocations had not occurred. (e) Nonrecourse deductions as defined in Treasury Regulations Section 1.704-2(b) shall be allocated among the Members in accordance with their respective Membership Interests.