Common use of Allocation of Profits, Losses and Distributions Subsequent to Sale Clause in Contracts

Allocation of Profits, Losses and Distributions Subsequent to Sale. All Profits, Losses, or any other items of income, gain, loss, deduction, or credit of the Partnership attributable to any Partnership Interest acquired by reason of any Sale of such Partnership Interest (i) that are allocable, in accordance with Subsection 5.5(c) to the portion of the Partnership Year ending on the effective date of the Sale shall be allocated, and any distributions made with respect thereto shall be distributed, to the transferor, and (ii) that are allocable, in accordance with Subsection 5.5(c), to subsequent periods shall be allocated, and any distributions made with respect thereto shall be distributed, to the transferee. Notwithstanding anything to the contrary in this Agreement, including the preceding sentence, MBK USA CV and PAG (or their respective successors or assigns) shall be entitled to receive (and the Partnership shall pay directly to each of them (or their respective 68 successors or assigns)) in respect of the Percentage Interest acquired by MBK USA CV and PAG, respectively, as referred to in Subsection 1.1(b), all distributions made pursuant to Section 5.1 from and after the Effective Time (including any such distributions that are attributable to Profits, Losses, or any other items of income, gain, loss, deduction, or credit of the Partnership for periods before the Effective Time) – i.e., MBK USA CV shall receive 10/15.5 of the aggregate amount of the distributions in respect of such acquired Percentage Interests, PAG shall receive 5.5/15.5 of the aggregate amount of such distributions, and no such distributions shall be payable to the Former GE Partners.

Allocation of Profits, Losses and Distributions Subsequent to Sale. All Profits, Losses, or any other items of income, gain, loss, deduction, or credit of the Partnership attributable to any Partnership Interest acquired by reason of any Sale of such Partnership Interest (i) that are allocable, in accordance with Subsection 5.5(c) to the portion of the Partnership Year ending on the effective date of the Sale shall be allocated, and any distributions made with respect thereto shall be distributed, to the transferor, and (ii) that are allocable, in accordance with Subsection 5.5(c), to subsequent periods shall be allocated, and any distributions made with respect thereto shall be distributed, to the transferee. Notwithstanding anything to the contrary in this Agreement, including (x) GE Capital Memco, LLC, a Delaware limited liability company and a former Limited Partner of the preceding sentence, MBK USA CV and PAG (or their respective successors or assigns) Partnership shall be entitled to receive (and the Partnership shall pay directly to each of them (or their respective 68 successors or assignsit)) , in respect of the Percentage Interest acquired held by MBK USA CV and PAG, respectively, as referred it prior to in Subsection 1.1(b)the date hereof, all distributions made pursuant to Section 5.1 from Subsection 5.1(b) for the 2014 Subject Year payable in respect of such Percentage Interest, and after (y) the Effective Time (including any such Mitsui Partners shall be entitled to receive, in respect of their Percentage Interests, all distributions for the 2015 Subject Year that are attributable to Profits, Losses, or any other items unpaid as of income, gain, loss, deduction, or credit of the Partnership for periods before the Effective Time) – i.e., MBK USA CV shall receive 10/15.5 of the aggregate amount of the if any, and any future distributions in respect of such acquired Percentage Interests, PAG shall receive 5.5/15.5 of any prior Subject Year other than distributions made pursuant to Subsection 5.1(b) for the aggregate amount of such distributions, and no such distributions shall be payable to the Former GE Partners2014 Subject Year.

Allocation of Profits, Losses and Distributions Subsequent to Sale. All Profits, Losses, or any other items of income, gain, loss, deduction, or credit of the Partnership attributable to any Partnership Interest acquired by reason of any Sale of such Partnership Interest (i) that are allocable, in accordance with Subsection 5.5(c) to the portion of the Partnership Year ending on the effective date of the Sale shall be allocated, and any distributions made with respect thereto shall be distributed, to the transferor, and (ii) that are allocable, in accordance with Subsection 5.5(c), to subsequent periods shall be allocated, and any distributions made with respect thereto shall be distributed, to the transferee. Notwithstanding anything to the contrary in this Agreement, including the preceding sentence, MBK USA CV and (x) PAG (or their respective its successors or assigns) shall be entitled to receive (and the Partnership shall pay directly to each of them it (or their respective 68 its successors or assigns)) in respect of the Percentage Interest acquired by MBK USA CV and PAG, respectively, PAG as referred to in Subsection 1.1(b), all distributions made pursuant to Section 5.1 from and after the Effective Time Time, (including any such distributions that are attributable to Profitsy) GE Capital Memco, LossesLLC, or any other items of income, gain, loss, deduction, or credit a Delaware limited liability company and a former Limited Partner of the Partnership (or its successors or assigns) shall be entitled to receive (and the Partnership shall pay directly to it (or its successors or assigns)), in respect of the Percentage Interest held by it prior to March 18, 2015, all distributions made pursuant to Subsection 5.1(b) for periods before the Effective Time2014 Subject Year payable in respect of such Percentage Interest, and (z) – i.e., MBK USA CV (or its successors or assigns) shall receive 10/15.5 be entitled to receive, in respect of its Percentage Interest, all distributions for the aggregate amount 2015 Subject Year that were unpaid as of the March 18, 2015, if any, and any future distributions in respect of such acquired Percentage Interests, PAG shall receive 5.5/15.5 of any prior Subject Year other than distributions made pursuant to Subsection 5.1(b) for the aggregate amount of such distributions, and no such distributions shall be payable to the Former GE Partners2014 Subject Year.

Allocation of Profits, Losses and Distributions Subsequent to Sale. All Profits, Losses, or any other items of income, gain, loss, deduction, or credit of the Partnership attributable to any Partnership Interest acquired by reason of any Sale of such Partnership Interest (i) that are allocable, in accordance with Subsection 5.5(c) to the portion of the Partnership Year ending on the effective date of the Sale shall be allocated, and any distributions made with respect thereto shall be distributed, to the transferor, and (ii) that are allocable, in accordance with Subsection 5.5(c), to subsequent periods shall be allocated, and any distributions made with respect thereto shall be distributed, to the transferee. Notwithstanding anything to the contrary in this Agreement, including the preceding sentence, MBK USA CV and PAG (or their respective successors or assigns) shall be entitled to receive (and the Partnership shall pay directly to each of them (or their respective 68 successors or assigns)) in respect of the Percentage Interest acquired by MBK USA CV and PAG, respectively, as referred to in Subsection 1.1(b), all distributions made pursuant to Section 5.1 from and after the Effective Time (including any such distributions that are attributable to Profits, Losses, or any other items of income, gain, loss, deduction, or credit of the Partnership for periods before the Effective Time) – i.e., MBK USA CV shall receive 10/15.5 of the aggregate amount of the distributions in respect of such acquired Percentage Interests, PAG shall receive 5.5/15.5 of the aggregate amount of such distributions, and no such distributions shall be payable to the Former GE Partners.