Common use of Allocations of Net Loss Clause in Contracts

Allocations of Net Loss. Except as otherwise provided herein, Net Loss for any Partnership Year or other applicable period shall be allocated in the following order and priority: (i) First, with respect to classes of Partnership Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution (other than the Class B Interest), pro rata to each such class in accordance with their Percentage Interests (and within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); provided that Net Loss shall not be allocated to any Partner pursuant to this subparagraph (b)(ii) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.02, and (ii) in the case of a Partner who also holds classes of Partnership Units that are entitled to any preferences upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such Partnership Year or other applicable period; (ii) Second, with respect to the classes of Partnership Interests that are entitled to any preference upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made; provided that Net Loss shall not be allocated to any Partner pursuant to this subparagraph (b)(ii) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.02) at the end of such Partnership Year or other applicable period; (iii) Third, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership Recourse Liabilities over (b) the aggregate Protected Amounts of all Obligated Partners; (iv) Fourth, to and among the Obligated Partners, in proportion to their respective Protected Amounts, until such time as the Obligated Partners as a group have been allocated cumulative Net Loss pursuant to this subparagraph (b)(iv) equal to the Aggregate Protected Amount of all Obligated Partners; and (v) Thereafter, to the General Partner.

Allocations of Net Loss. Except as otherwise provided herein, Net Loss for any Partnership Year or other applicable period shall be allocated in the following order and priority: (i) First, with respect to classes of Partnership Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution (other than the Class B Interest), pro rata to each such class in accordance with their Percentage Interests (and within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); provided that Net Loss shall not be allocated to any Partner pursuant to this subparagraph (b)(iiB)(i) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.02, and (ii) in the case of a Partner who also holds classes of Partnership Units that are entitled to any preferences upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such Partnership Year or other applicable period; (ii) Second, with respect to the classes of Partnership Interests that are entitled to any preference upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made; provided that Net Loss shall not be allocated to any Partner pursuant to this subparagraph (b)(iiB)(ii) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.02) at the end of such Partnership Year or other applicable period; (iii) Third, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership Recourse Liabilities over (b) the aggregate Protected Amounts of all Obligated Partners; (iv) Fourth, to and among the Obligated Partners, in proportion to their respective Protected Amounts, until such time as the Obligated Partners as a group have been allocated cumulative Net Loss pursuant to this subparagraph (b)(ivB)(iv) equal to the Aggregate Protected Amount of all Obligated Partners; and (v) Thereafter, to the General Partner.

Allocations of Net Loss. Except as otherwise provided herein, Net Loss for any Partnership Year or other applicable period shall be allocated in the following order and priority: (i) First, with respect to classes of Partnership Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution (other than the Class B Interest), pro rata to each such class in accordance with their Percentage Interests (and within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); provided that Net Loss shall not be allocated to any Partner pursuant to this subparagraph (b)(iib)(i) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.02, and (ii) in the case of a Partner who also holds classes of Partnership Units that are entitled to any preferences upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such Partnership Year or other applicable period; (ii) Second, with respect to the classes of Partnership Interests that are entitled to any preference upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made; provided that Net Loss shall not be allocated to any Partner pursuant to this subparagraph (b)(ii) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.02) at the end of such Partnership Year or other applicable period; (iii) Third, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership Recourse Liabilities over (b) the aggregate Protected Amounts of all Obligated Partners; (iv) Fourth, to and among the Obligated Partners, in proportion to their respective Protected Amounts, until such time as the Obligated Partners as a group have been allocated cumulative Net Loss pursuant to this subparagraph (b)(iv) equal to the Aggregate Protected Amount of all Obligated Partners; and (v) Thereafter, to the General Partner.

Allocations of Net Loss. Except as otherwise provided herein, including Section 8.2 and Section 10.2 (relating to allocation true-ups), or in any Certificate of Designation, Net Loss for any Partnership Fiscal Year or any other applicable period shall (as the Board may determine) will be allocated in among the following order and priorityMembers as follows: (i) First, with respect to classes the holders of Partnership Interests that are Common Units in an amount equal to the amount of Net Profit previously allocated to the holders of Common Units under Section 8.1(a)(ix) and not entitled previously subject to any preference in distribution or with respect to which distributions are not limited to any preference in distribution (other than the Class B Interesta Net Loss allocation under this Section 8.1(b)(i), pro rata to each such class in accordance with their Percentage Interests (and within such class, pro rata in proportion holders according to the respective Percentage Interests as of the last day of the period for which such allocation is being made); provided that Net Loss shall not be allocated to any Partner pursuant to this subparagraph (b)(ii) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.02, and (ii) in the case of a Partner who also holds classes of Partnership Units that are entitled to any preferences upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution Net Profit allocated to be made upon liquidation) at the end of such Partnership Year or other applicable periodthem under Section 8.1(a)(ix); (ii) Second, with respect to the classes holders of Partnership Interests that are entitled Common Units in an amount equal to any preference upon liquidation, in reverse order the amount of Net Profit previously allocated to the priorities holders of each such class (Common Units under Section 8.1(a)(viii) and within each such class, pro rata in proportion not previously subject to their respective Percentage Interests as of the last day of the period for which such allocation is being made; provided that a Net Loss allocation under this Section 8.1(b)(ii); provided, that the amount of Net Loss allocated under this Section 8.1(b)(ii) shall not be allocated to any Partner exceed the Catch-Up Amount for all such holders (adjusted for the Non-Distribution Amount in respect of Class B Units). The allocation of Net Loss pursuant to this subparagraph (b)(iiSection 8.1(b)(ii) to shall be made in reverse of the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to ordering, provisions of Section 13.02) at the end of such Partnership Year or other applicable period7.1(g); (iii) Third, to the General Partner in an amount holders of Class B Units to the extent necessary to make the balance of their Adjusted Capital Accounts attributable to Capital Contributions, if any, made with respect to the Class B Units equal to the excess zero. The allocation of (aNet Loss pursuant to this Section 8.1(b)(iii) the amount shall be made pro rata to such holders according to balance of the Partnership Recourse Liabilities over (b) Adjusted Capital Accounts attributable to Capital Contributions made with respect to the aggregate Protected Amounts of all Obligated PartnersClass B Units for each such holder; (iv) Fourth, to and among the Obligated Partners, in proportion holders of Class A-1 Units to the extent necessary to make the balance of their respective Protected Amounts, until such time as Adjusted Capital Accounts attributable to Capital Contributions made with respect to the Obligated Partners as a group have been allocated cumulative Class A-1 Units to $1,000. The allocation of Net Loss pursuant to this subparagraph (b)(ivSection 8.1(b)(iv) equal shall be made pro rata to such holders according to balance of the Adjusted Capital Accounts attributable to Capital Contributions made with respect to the Aggregate Protected Amount of all Obligated Partners; andClass A-1 Units for each such holder; (v) ThereafterFifth, to the General Partnerholders of Class A-1 Units in an amount equal to the amount of Net Profit previously allocated to the holders of Class A-1 Units under Section 8.1(a)(v) and not previously subject to a Net Loss allocation under this Section 8.1(b)(v); provided, that the amount of Net Loss allocated under this Section 8.1(b)(v) shall not exceed the Additional Class A-1 Unpaid Yield for all such holders. The allocation of Net Loss pursuant to this Section 8.1(b)(v) shall be made pro rata to such holders according to the amount of Additional Class A-1 Unpaid Yield for each such holder; (vi) Sixth, to the holders of Common Investment Units to the extent necessary to make the balance of their Adjusted Capital Accounts attributable to Capital Contributions made with respect to the Common Investment Units equal to zero. The allocation of Net Loss pursuant to this Section 8.1(b)(vi) shall be made pro rata to such holders according to balance of the Adjusted Capital Accounts attributable to Capital Contributions made with respect to the Common Investment Units for each such holder; (vii) Seventh, to the holders of Common Investment Units in an amount equal to the amount of Net Profit previously allocated to the holders of Common Investment Units under Section 8.1(a)(iii) and not previously subject to a Net Loss allocation under this Section 8.1(b)(vii); provided that the amount of Net Loss allocated under this Section 8.1(b)(vii) shall not exceed the Unpaid Yield for all such holders. The allocation of Net Loss pursuant to this Section 8.1(b)(vii) shall be made pro rata to such holders according to the amount of Unpaid Yield for each such holder; (viii) Eighth, to the holders of Series A Preferred Units to the extent necessary to make the balance of their Adjusted Capital Accounts attributable to Capital Contributions made with respect to the Series A Preferred Units equal to zero. The allocation of Net Loss pursuant to this Section 8.1(b)(viii) shall be made pro rata to such holders according to balance of the Adjusted Capital Accounts attributable to Capital Contributions made with respect to the Series A Preferred Units for each such holder; (ix) Ninth, to the holders of Series A Preferred Units in an amount equal to the amount of Net Profit previously allocated to the holders of Series A Preferred Units under Section 8.1(a)(i) and not previously subject to a Net Loss allocation under this Section 8.1(b)(ix); provided that the amount of Net Loss allocated under this Section 8.1(b)(ix) shall not exceed the Unpaid Series A Preferred Return for all such holders. The allocation of Net Loss pursuant to this Section 8.1(b)(ix) shall be made pro rata to such holders according to the amount of Unpaid Series A Preferred Return for each such holder; (x) Tenth, to the holders of Common Units pro rata according to the number of Common Units owed by each such holder.

Allocations of Net Loss. Except as otherwise provided herein, ----------------------- including Section 8.2 and Section 10.2 (relating to allocation true-ups), or in any Certificate of Designation, Net Loss for any Partnership Fiscal Year or any other applicable period shall (as the Board may determine) will be allocated in among the following order and priorityMembers as follows: (i) First, with respect to classes the holders of Partnership Interests that are Common Units in an amount equal ----- to the amount of Net Profit previously allocated to the holders of Common Units under Section 8.1(a)(xi) and not entitled previously subject to any preference in distribution or with respect to which distributions are not limited to any preference in distribution (other than the Class B Interesta Net Loss allocation under this Section 8.1(b)(i), pro rata to each such class in accordance with their Percentage Interests (and within such class, pro rata in proportion holders according to the respective Percentage Interests as of the last day of the period for which such allocation is being made); provided that Net Loss shall not be allocated to any Partner pursuant to this subparagraph (b)(ii) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.02, and (ii) in the case of a Partner who also holds classes of Partnership Units that are entitled to any preferences upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution Net Profit allocated to be made upon liquidation) at the end of such Partnership Year or other applicable periodthem under Section 8.1(a)(xi); (ii) Second, with respect to the classes holders of Partnership Interests that are entitled Common Units in an amount ------ equal to any preference upon liquidation, in reverse order the amount of Net Profit previously allocated to the priorities holders of each such class (Common Units under Section 8.1(a)(x) and within each such class, pro rata in proportion not previously subject to their respective Percentage Interests as of the last day of the period for which such allocation is being made; provided that a Net Loss allocation under this Section 8.1(b)(ii); provided, that -------- the amount of Net Loss allocated under this Section 8.1(b)(ii) shall not be allocated to any Partner exceed the Catch-Up Amount for all such holders (adjusted for the Non-Distribution Amount in respect of Class B Units). The allocation of Net Loss pursuant to this subparagraph (b)(iiSection 8.1(b)(ii) to shall be made in reverse of the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to ordering, provisions of Section 13.02) at the end of such Partnership Year or other applicable period7.1(i); (iii) Third, to the General Partner in an amount holders of Class B Units to the extent ----- necessary to make the balance of their Adjusted Capital Accounts attributable to Capital Contributions, if any, made with respect to the Class B Units equal to the excess zero. The allocation of (aNet Loss pursuant to this Section 8.1(b)(iii) the amount shall be made pro rata to such holders according to balance of the Partnership Recourse Liabilities over (b) Adjusted Capital Accounts attributable to Capital Contributions made with respect to the aggregate Protected Amounts of all Obligated PartnersClass B Units for each such holder; (iv) Fourth, to and among the Obligated Partners, in proportion holders of Class A-2 Units to the extent ----- necessary to make the balance of their respective Protected Amounts, until such time as Adjusted Capital Accounts attributable to Capital Contributions made with respect to the Obligated Partners as a group have been allocated cumulative Class A-2 Units to $1,000. The allocation of Net Loss pursuant to this subparagraph (b)(ivSection 8.1(b)(iv) equal shall be made pro rata to such holders according to balance of the Adjusted Capital Accounts attributable to Capital Contributions made with respect to the Aggregate Protected Amount of all Obligated Partners; andClass A-2 Units for each such holder; (v) ThereafterFifth, to the General Partnerholders of Class A-1 Units to the extent ----- necessary to make the balance of their Adjusted Capital Accounts attributable to Capital Contributions made with respect to the Class A-1 Units to $1,000. The allocation of Net Loss pursuant to this Section 8.1(b)(v) shall be made pro rata to such holders according to balance of the Adjusted Capital Accounts attributable to Capital Contributions made with respect to the Class A-1 Units for each such holder; (vi) Sixth, to the holders of Class A-2 Units in an amount ----- equal to the amount of Net Profit previously allocated to the holders of Class A-2 Units under Section 8.1(a)(vi) and not previously subject to a Net Loss allocation under this Section 8.1(b)(vi); provided, that -------- the amount of Net Loss allocated under this Section 8.1(b)(vi) shall not exceed the Additional Class A-2 Unpaid Yield for all such holders. The allocation of Net Loss pursuant to this Section 8.1(b)(v) shall be made pro rata to such holders according to the amount of Additional Class A-2 Unpaid Yield for each such holder; (vii) Seventh, to the holders of Class A-1 Units in an ----- amount equal to the amount of Net Profit previously allocated to the holders of Class A-1 Units under Section 8.1(a)(v) and not previously subject to a Net Loss allocation under this Section 8.1(b)(vii); provided, that the amount of Net Loss allocated under this Section -------- 8.1(b)(vii) shall not exceed the Additional Class A-1 Unpaid Yield for all such holders. The allocation of Net Loss pursuant to this Section 8.1(b)(vii) shall be made pro rata to such holders according to the amount of Additional Class A-1 Unpaid Yield for each such holder; (viii) Eighth, to the holders of Common Investment Units to ----- the extent necessary to make the balance of their Adjusted Capital Accounts attributable to Capital Contributions made with respect to the Common Investment Units equal to zero. The allocation of Net Loss pursuant to this Section 8.1(b)(viii) shall be made pro rata to such holders according to balance of the Adjusted Capital Accounts attributable to Capital Contributions made with respect to the Common Investment Units for each such holder; (ix) Ninth, to the holders of Common Investment Units in an ----- amount equal to the amount of Net Profit previously allocated to the holders of Common Investment Units under Section 8.1(a)(iii) and not previously subject to a Net Loss allocation under this Section 8.1(b)(ix); provided that the amount of Net Loss allocated under this -------- Section 8.1(b)(ix) shall not exceed the Unpaid Yield for all such holders. The allocation of Net Loss pursuant to this Section 8.1(b)(ix) shall be made pro rata to such holders according to the amount of Unpaid Yield for each such holder; (x) Tenth, to the holders of Series A Preferred Units to the ----- extent necessary to make the balance of their Adjusted Capital Accounts attributable to Capital Contributions made with respect to the Series A Preferred Units equal to zero. The allocation of Net Loss pursuant to this Section 8.1(b)(x) shall be made pro rata to such holders according to balance of the Adjusted Capital Accounts attributable to Capital Contributions made with respect to the Series A Preferred Units for each such holder; (xi) Eleventh, to the holders of Series A Preferred Units in -------- an amount equal to the amount of Net Profit previously allocated to the holders of Series A Preferred Units under Section 8.1(a)(i) and not previously subject to a Net Loss allocation under this Section 8.1(b)(xi); provided that the amount of Net Loss allocated under this -------- Section 8.1(b)(xi) shall not exceed the Unpaid Series A Preferred Return for all such holders. The allocation of Net Loss pursuant to this Section 8.1(b)(xi) shall be made pro rata to such holders according to the amount of Unpaid Series A Preferred Return for each such holder; (xii) Twelfth, to the holders of Common Units pro rata ------- according to the number of Common Units owed by each such holder.

Allocations of Net Loss. Except as otherwise provided herein, Net Loss for any Partnership Year or other applicable taxable period shall be allocated in the following order and priorityamounts: (iA) First, with respect if any Net Income shall have been previously allocated to classes of Partnership Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution (other than the Class B InterestMembers under Section 6.02(b)(i)(E), pro rata to each such class Members in accordance with their Percentage Interests an amount equal to, and in proportion to, such Net Income not previously taken into account under this paragraph (and within such classA); (B) Second, pro rata to the Members holding the Common Membership Interests, in proportion to the their respective Percentage Interests as of the last day of the period for which such allocation is being made)Interests; provided provided, however, that Net Loss shall not be allocated to any Partner pursuant to Member under this subparagraph paragraph (b)(iiB) to the extent that such allocation would cause such Partner to have (or increase) an Adjusted Capital Account Deficit (or increase for such Member, and any existing Adjusted Capital Account Deficit) (determined in each case (i) Net Loss not allocated to any such Member by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute operation of this proviso shall be allocated to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.02other Members holding Common Membership Interests, and (ii) in the case of a Partner who also holds classes of Partnership Units that are entitled to any preferences upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such Partnership Year or other applicable period; (ii) Second, with respect to the classes of Partnership Interests that are entitled to any preference upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as and consistent with the principles of this paragraph (B) until the last day Adjusted Capital Account Balance of each Member holding Common Membership Interests equals zero; (C) Third, to the period for which such allocation is being madeMembers holding Series A Preferred Membership Interests, in proportion to their respective Percentage Interests; provided provided, however, that Net Loss shall not be allocated to any Partner pursuant to Member under this subparagraph paragraph (b)(iiC) to the extent that such allocation would cause such Partner to have (or increase) an Adjusted Capital Account Deficit (or increase for such member, and any existing Adjusted Capital Account Deficit) (determined in each case Net Loss not allocated to any such Member by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute operation of this proviso shall be allocated to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.02) at the end of such Partnership Year or other applicable period; (iii) Third, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership Recourse Liabilities over (b) the aggregate Protected Amounts of all Obligated Partners; (iv) Fourth, to and among the Obligated PartnersMembers holding Series A Preferred Membership Interests, in proportion to their respective Protected AmountsPercentage Interests and consistent with the principles of this paragraph (C) until the Adjusted Capital Account Balance of each Member holding Series A Preferred Membership Interests equals zero; (D) Fourth, until such time as the Obligated Partners as a group have been allocated cumulative Net Loss pursuant to this subparagraph (b)(iv) equal to the Aggregate Protected Amount Members to the extent, and in the proportion that, such Members bear the economic risk of all Obligated Partnersloss for any liabilities of the Company within the meaning of the Treasury Regulations promulgated under Section 752 of the Code, excluding liabilities described in Section 1.752-2(c) of the Treasury Regulations; and (vE) ThereafterFifth, to the General PartnerMembers in proportion to their Percentage Interests.

Allocations of Net Loss. Except as otherwise provided herein, The Net Loss of the Company attributable to the Company's investment in HF Holdings (or any Short-Term Investments related thereto) for any Partnership Year or other applicable relevant fiscal period shall be allocated in and charged to the following order Capital Accounts (or the appropriate Sub-Capital Accounts) of the Members as follows: (a) All losses and priority:deductions recognized by the Company (and amounts so treated pursuant to Section 3.4 or 3.5) (i) Firstas a result of the exercise, with in whole or in part, of any Junior Management Option or the CS Option, (ii) as a result of the sale or other disposition of Released Shares, or (iii) otherwise in respect to classes of Partnership Interests that are not entitled to any preference in distribution Option Shares or with respect to which distributions are not limited to any preference in distribution Released Shares (other than the Class B Interestor Short-Term Investments related thereto), pro rata to each such class in accordance with their Percentage Interests (and within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); provided that Net Loss shall not be allocated to any Partner pursuant to this subparagraph (b)(ii) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Members' Capital Accounts any amount that a Partner is obligated to contribute to (and, if appropriate, Sub-Capital Accounts for the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.02, and (iiHF Holdings investment) in the case of a Partner who also holds classes of Partnership Units that are entitled to any preferences upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such Partnership Year or other applicable period; (ii) Second, with respect to the classes of Partnership Interests that are entitled to any preference upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests HF Units. (In determining the extent to which shares of HF Holdings that are sold are Released Shares, the presumptions set forth above in Section 5.1.2(a) shall apply.) (b) All losses and deductions recognized by the Company (or treated as recognized pursuant to Section 3.4 or 3.5) in respect of the last day of the period for which such allocation is being made; provided that Net Loss Free Shares (or Short-Term Investments related thereto) shall not be allocated to any Partner pursuant to this subparagraph the Members' Capital Accounts (b)(iiand, if appropriate, Sub-Capital Accounts for the HF Holdings investment) as follows: (i) first, if income and gain have previously been allocated to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account Members pursuant to Section 13.025.5.2(b)(ii), (A) at the end Class A Percentage multiplied by such losses and deductions in respect of such Partnership Year or other applicable period; (iii) Third, Free Shares shall be allocated to the General Partner in an amount equal to the excess holders of (a) the amount of the Partnership Recourse Liabilities over (b) the aggregate Protected Amounts of all Obligated Partners; (iv) Fourth, to and among the Obligated PartnersHF Class A Units, in proportion to their respective Protected Amountsthe relative number of HF Class A Units held by the holders of such Units, and (B) the Residual Percentage multiplied by such losses and deductions in respect of Free Shares shall be allocated to all Members, in proportion to the relative number of HF Units (regardless of Class) held by the Members, until such time as the Obligated Partners as a group have been aggregate amount allocated cumulative Net Loss pursuant to this subparagraph clause equals (b)(ivx) equal the aggregate amount of income and gain previously allocated pursuant to Section 5.5.2(b)(ii) less (y) the Aggregate Protected Amount of all Obligated Partners; and aggregate amount previously allocated for Distribution pursuant to Section 5.1.2(b)(ii) (v) Thereafteror Section 5.1.3, to the General Partnerextent allocated in accordance with Section 5.1.2(b)(ii)); and(ii) thereafter, to the Members in proportion to the relative number of HF Units (regardless of Class) held by the Members.

Allocations of Net Loss. Except as otherwise provided herein, The Net Loss of the Company attributable to the Company's investment in HF Holdings (or any Short-Term Investments related thereto) for any Partnership Year or other applicable relevant fiscal period shall be allocated in and charged to the following order Capital Accounts (or the appropriate Sub-Capital Accounts) of the Members as follows: (a) All losses and priority:deductions recognized by the Company (and amounts so treated pursuant to Section 3.4 or 3.5) (i) Firstas a result of the exercise, with in whole or in part, of any Junior Management Option or the CSFB Option, (ii) as a result of the sale or other disposition of Released Shares, or (iii) otherwise in respect to classes of Partnership Interests that are not entitled to any preference in distribution Option Shares or with respect to which distributions are not limited to any preference in distribution Released Shares (other than the Class B Interestor Short-Term Investments related thereto), pro rata to each such class in accordance with their Percentage Interests (and within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); provided that Net Loss shall not be allocated to any Partner pursuant to this subparagraph (b)(ii) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Members' Capital Accounts any amount that a Partner is obligated to contribute to (and, if appropriate, Sub-Capital Accounts for the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.02, and (iiHF Holdings investment) in the case of a Partner who also holds classes of Partnership Units that are entitled to any preferences upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such Partnership Year or other applicable period; (ii) Second, with respect to the classes of Partnership Interests that are entitled to any preference upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests HF Units. (In determining the extent to which shares of HF Holdings that are sold are Released Shares, the presumptions set forth above in Section 5.1.2(a) shall apply.) (b) All losses and deductions recognized by the Company (or treated as recognized pursuant to Section 3.4 or 3.5) in respect of the last day of the period for which such allocation is being made; provided that Net Loss Free Shares (or Short-Term Investments related thereto) shall not be allocated to any Partner pursuant to this subparagraph the Members' Capital Accounts (b)(iiand, if appropriate, Sub-Capital Accounts for the HF Holdings investment) as follows: (i) first, if income and gain have previously been allocated to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account Members pursuant to Section 13.025.5.2(b)(ii), (A) at the end Class A Percentage multiplied by such losses and deductions in respect of such Partnership Year or other applicable period; (iii) Third, Free Shares shall be allocated to the General Partner in an amount equal to the excess holders of (a) the amount of the Partnership Recourse Liabilities over (b) the aggregate Protected Amounts of all Obligated Partners; (iv) Fourth, to and among the Obligated PartnersHF Class A Units, in proportion to their respective Protected Amountsthe relative number of HF Class A Units held by the holders of such Units, and (B) the Residual Percentage multiplied by such losses and deductions in respect of Free Shares shall be allocated to all Members, in proportion to the relative number of HF Units (regardless of Class ) held by the Members, until such time as the Obligated Partners as a group have been aggregate amount allocated cumulative Net Loss pursuant to this subparagraph clause (b)(ivi) equal equals (x) the aggregate amount of income and gain previously allocated pursuant to Section 5.5.2(b)(ii) LESS (y) the aggregate amount previously allocated for Distribution pursuant to Section 5.1.2(b)(ii) (or Section 5.1.3, to the Aggregate Protected Amount of all Obligated Partnersextent allocated in accordance with Section 5.1.2(b)(ii)); and (vii) Thereafterthereafter, to the General PartnerMembers in proportion to the relative number of HF Units (regardless of Class) held by the Members.