Allocation of Series II Profit and Series II Loss. (a) All special allocations pursuant to Section 9.3 with respect to such fiscal year, all Series II Profits and Series II Losses (including special allocations of distribution fees and other than Series II Profits and Series II Losses specially allocated pursuant to Section 9.3) shall be allocated to the Series II Shareholders’ Capital Accounts in a manner such that, as of the end of such fiscal year, the Capital Account of each Series II Shareholder (which may be either a positive or negative balance) shall be equal to the amount which would be distributed to such Series II Shareholder if Series II were to liquidate all of its assets for the Book Value thereof and distributed the proceeds thereof pursuant to the order of priorities set forth herein, minus such Series II Shareholder’s share of Series II Minimum Gain and Shareholder Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical liquidation of assets of Series II.
