Common use of Allocation of the Profits and Losses of the Company Clause in Contracts

Allocation of the Profits and Losses of the Company. (a) After giving effect to the allocations set forth in Section 3.2(b) hereof, the items of income, gain, loss and deduction entering into the computation of Profit or Loss of the Company for each fiscal year of the Company shall be allocated among the Members in such proportions as will cause the Capital Account of each Member to equal, as nearly as possible, the amount such Member would receive if an amount equal to the Capital Accounts of all the Members (computed prior to the allocation of such Profit or Loss), increased by the amount of such Profit or reduced by the amount of such Loss, were distributed to the Members in accordance with Section 8.1(a)(4) hereof; provided, however, that no Member shall be allocated any Loss to the extent such allocation would create or increase a deficit in such Member's Adjusted Capital Account. (b) In the event any Member receives any distribution that creates or increases a deficit (negative balance) in such Member’s Adjusted Capital Account, items of income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such deficit as quickly as possible. This Section 3.2(b) and the proviso of Section 3.2(a) are intended to comply, and shall be interpreted consistently, with the "alternate test for economic effect" of Section 1.704-1(b)(ii)(2)(d) of the Regulations. (c) Any and all allocations of creditable foreign tax expenditures of the Company shall be made in accordance with the provisions of Temporary Regulations Section 1.704-1(b)(4)(viii). (d) For purposes of this Agreement:

Allocation of the Profits and Losses of the Company. (a) After giving effect to the allocations set forth in Section 3.2(b) hereof, the items of income, gain, loss and deduction entering into the computation of Profit or Loss of the Company for each fiscal year of the Company shall be allocated among between the Members in such proportions as will cause the Capital Account of each Member to equal, as nearly as possible, the amount such Member would receive if an amount equal to the Capital Accounts of all the Members (computed prior to the allocation of such Profit or Loss), increased by the amount of such Profit or reduced by the amount of such Loss, were distributed to the Members in accordance with Section 8.1(a)(4) hereof; provided, however, that no Member shall be allocated any Loss to the extent such allocation would create or increase a deficit in such Member's Adjusted Capital Account. (b) In the event any Member receives any distribution that creates or increases a deficit (negative balance) in such Member’s Adjusted Capital Account, items of income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such deficit as quickly as possible. This Section 3.2(b) and the proviso of Section 3.2(a) are intended to comply, and shall be interpreted consistently, with the "alternate test for economic effect" of Section 1.704-1(b)(ii)(2)(d) of the Regulations. (c) Any and all allocations of creditable foreign tax expenditures of the Company shall be made in accordance with the provisions of Temporary Regulations Section 1.704-1(b)(4)(viii). (d) For purposes of this Agreement:

Allocation of the Profits and Losses of the Company. (a) After giving effect to the allocations set forth in Section 3.2(b) hereofbelow, the items of income, gain, loss and deduction entering into the computation of Profit or Loss of the Company for each fiscal year of the Company shall be allocated among between the Members in such proportions as will cause the Capital Account of each Member to equal, as nearly as possible, the amount such Member would receive if an amount equal to the both Members’ Capital Accounts of all the Members (computed prior to the allocation of such Profit or Loss), increased by the amount of such Profit or reduced by the amount of such Loss, were distributed to the Members in accordance with Section 8.1(a)(4) hereof); provided, however, that no Member shall be allocated any Loss to the extent such allocation would create or increase a deficit in such Member's ’s Adjusted Capital Account. (b) In the event any Member receives any distribution that which creates or increases a deficit (negative balance) in such Member’s Adjusted Capital Account, items of income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such deficit as quickly as possible. This Section 3.2(b) ), and the proviso of Section 3.2(a) ), are intended to comply, and shall be interpreted consistently, with the "“alternate test for economic effect" ” of Section 1.704-1(b)(ii)(2)(d) of the Regulations. (c) Any and all allocations of creditable foreign tax expenditures of the Company shall be made in accordance with the provisions of Temporary Regulations Section 1.704-1(b)(4)(viii). (d) For purposes of this Agreement:

Allocation of the Profits and Losses of the Company. (a) After giving effect to the allocations set forth in Section 3.2(b) hereofbelow, the items of income, gain, loss and deduction entering into the computation of Profit or Loss of the Company for each fiscal year of the Company shall be allocated among between the Members in such proportions as will cause the Capital Account of each Member to equal, as nearly as possible, the amount such Member would receive if an amount equal to the both Members’ Capital Accounts of all the Members (computed prior to the allocation of such Profit or Loss), increased by the amount of such Profit or reduced by the amount of such Loss, were distributed to the Members in accordance with Section 8.1(a)(4) hereof); provided, however, that no Member shall be allocated any Loss to the extent such allocation would create or increase a deficit in such Member's Adjusted Capital Account. (b) In the event any Member receives any distribution that which creates or increases a deficit (negative balance) in such Member’s Adjusted Capital Account, items of income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such deficit as quickly as possible. This Section 3.2(b) ), and the proviso of Section 3.2(a) ), are intended to comply, and shall be interpreted consistently, with the "alternate test for economic effect" of Section 1.704-1(b)(ii)(2)(d) of the Regulations. (c) Any and all allocations of creditable foreign tax expenditures of the Company shall be made in accordance with the provisions of Temporary Regulations Section 1.704-1(b)(4)(viii). (d) For purposes of this Agreement:

Allocation of the Profits and Losses of the Company. (a) After giving effect to the allocations set forth in Section 3.2(b) hereofbelow, the items of income, gain, loss and deduction entering into the computation of Profit or Loss of the Company for each fiscal year of the Company shall be allocated among between the Members in such proportions as will cause the Capital Account of each Member to equal, as nearly as possible, the amount such Member would receive if an amount equal to the both Members' Capital Accounts of all the Members (computed prior to the allocation of such Profit or Loss), increased by the amount of such Profit or reduced by the amount of such Loss, were distributed to the Members in accordance with Section 8.1(a)(4) hereof); provided, however, that no Member shall be allocated any Loss to the extent such allocation would create or increase a deficit in such Member's Adjusted Capital Account. (b) In the event any Member receives any distribution that which creates or increases a deficit (negative balance) in such Member’s 's Adjusted Capital Account, items of income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such deficit as quickly as possible. This Section 3.2(b) ), and the proviso of Section 3.2(a) ), are intended to comply, and shall be interpreted consistently, with the "alternate test for economic effect" of Section 1.704-1(b)(ii)(2)(d) of the Regulations. (c) Any and all allocations of creditable foreign tax expenditures of the Company shall be made in accordance with the provisions of Temporary Regulations Section 1.704-1(b)(4)(viii). (d) For purposes of this Agreement: