Common use of Allocations of Net Profit Clause in Contracts

Allocations of Net Profit. The Net Profit of the Company attributable to the Company's investment in HF Holdings (or any Short-Term Investments related thereto) for any relevant fiscal period shall be allocated and credited to the Capital Accounts (or the appropriate Sub-Capital Accounts) of the Members as follows: (a) All income and gain recognized by the Company (and amounts so treated pursuant to Section 3.4 or 3.5) (i) as a result of the exercise, 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 of Option Shares or Released Shares (or Short-Term Investments related thereto), shall be allocated to the Members' Capital Accounts (and, if appropriate, Sub-Capital Accounts for the HF Holdings investment) pro rata in proportion to their 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 income and gain recognized by the Company (or treated as recognized pursuant to Section 3.4 or 3.5) in respect of Free Shares (or Short-Term Investments related thereto) shall be allocated to the Members' Capital Accounts (and, if appropriate, Sub-Capital Accounts for the HF Holdings investment) as follows: (i) first, if losses and deductions have previously been allocated to the Members pursuant to Section 5.5.3(b)(ii), to the Members in proportion to the relative number of HF Units (regardless of Class) held by the Members, until the aggregate amount allocated pursuant to this clause (i) equals the aggregate amount of losses and deductions previously allocated pursuant to Section 5.5.3(b)(ii); and (ii) thereafter, (A) the balance of such income and gain multiplied by the Class A Percentage shall be allocated to the holders of HF Class A Units, in proportion to the relative number of HF Class A Units held by the holders of such Units, and (B) the balance of such income and gain multiplied by the Residual Percentage to all Members, in proportion to the relative number of HF Units (regardless of Class) held by the Members.

Allocations of Net Profit. The Except as otherwise provided in Section 5.3(d), after giving effect to the allocations provided in Section 5.5, the Net Profit of the Company attributable to the Company's investment in HF Holdings for each Fiscal Year (or any Short-Term Investments related thereto) for any relevant fiscal period shall be allocated and credited to the Capital Accounts (or the appropriate Sub-Capital Accounts) of the Members as follows: (a) All income and gain recognized by the Company (and amounts so treated pursuant to Section 3.4 or 3.5) (i) as a result of the exercise, 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 of Option Shares or Released Shares (or Short-Term Investments related thereto), shall be allocated to the Members' Capital Accounts (and, if appropriate, Sub-Capital Accounts for the HF Holdings investment) pro rata in proportion to their 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 income and gain recognized by the Company (or treated as recognized pursuant to Section 3.4 or 3.5) in respect of Free Shares (or Short-Term Investments related theretoportion thereof) shall be allocated to the Members' Capital Accounts (and, if appropriate, Sub-Capital Accounts for the HF Holdings investment) Partners as follows: : (i) firstFirst, if losses and deductions have previously been Net Profit shall be allocated to the Members pursuant to Section 5.5.3(b)(ii), to the Members Paragon and TWE (on a pari passu basis in proportion to the relative number of HF excess amounts calculated in clauses (A) and (B) below, respectively): (A) until Paragon shall have been allocated, with respect to the Series A Preferred Partnership Units, the Series B Preferred Partnership Units (regardless of Class) and the Series C Preferred Partnership Units held by it, Net Profit in an amount equal to the Membersexcess, until if any, of (I) the aggregate amount Net Loss allocated to Paragon pursuant to Section 5.3(c)(ii)(A) for all prior Fiscal Years over (II) the aggregate Net Profit allocated to such Partnership Units pursuant to this clause Section 5.3(b)(i)(A) for all prior Fiscal Years, which allocation shall be divided among the Series A Preferred Partnership Units, the Series B Preferred Partnership Units and the Series C Preferred Partnership Units held by Paragon, pari passu, in proportion to such excess amount calculated for each of them; and (iB) equals until TWE shall have been allocated, with respect to the Series C Preferred Partnership Units held by it, Net Profit in an amount equal to the excess, if any, of (I) the aggregate amount of losses and deductions previously Net Loss allocated to TWE pursuant to Section 5.5.3(b)(ii); and 5.3(c)(ii)(B) for all prior Fiscal Years over (II) the aggregate Net Profit allocated to such Partnership Units pursuant to this Section 5.3(b)(i)(B) for all prior Fiscal Years. (ii) thereafterSecond, Net Profit shall be allocated to Paragon and TWE (on a pari passu basis in proportion to the excess amounts calculated in clauses (A) and (B) below, respectively): (A) until Paragon shall have been allocated, with respect to the balance Series A Preferred Partnership Units, the Series B Preferred Partnership Units and the Series C Preferred Partnership Units held by it, Net Profit in an amount equal to the excess, if any, of (I) the cumulative Series A Priority Return, the cumulative Series B Priority Return and the cumulative Series C Priority Return, in each case accrued through the end of such income Fiscal Year (or portion thereof) over (II) the aggregate Net Profit allocated to such Partner pursuant to this Section 5.3(b)(ii)(A) for all prior Fiscal Years, which amount of Net Profit shall be allocated among the Series A Preferred Partnership Units, the Series B Preferred Partnership Units and gain multiplied the Series C Preferred Partnership Units held by Paragon, pari passu, in proportion to such excess amount calculated for each of them; and (B) until TWE shall have been allocated with respect to the Class A Percentage Series C Partnership Units held by it, Net Profit in an amount equal to the excess, if any, of (I) the cumulative Series C Priority Return accrued through the end of such Fiscal Year (or portion thereof) over (II) the aggregate Net Profit allocated to such Partner pursuant to this Section 5.3(b)(ii)(B) for all prior Fiscal Years. (iii) Third, Net Profit shall be allocated to the holders of HF Class A UnitsPartners, in proportion to and to the relative number extent of HF Class A Units held by the holders amount required to be allocated pursuant to this Section 5.3(b)(iii), until each such Partner has been allocated Net Profit pursuant to this Section 5.3(b)(iii) in an amount equal to the excess of (y) such UnitsPartner's aggregate Maximum Income Amount for such Fiscal Year and all prior Fiscal Years, and over (Bz) the balance of aggregate Net Profit allocated to such income and gain multiplied by Partner pursuant to this Section 5.3(b)(iii) for all prior Fiscal Years; and (iv) Thereafter, Net Profit shall be allocated to the Partners in accordance with their Residual Percentage to all Members, in proportion to the relative number of HF Units (regardless of Class) held by the MembersInterests.

Allocations of Net Profit. The Except as otherwise provided in Sections 5.3(d) and 5.3(e), after giving effect to the allocations provided in Sections 5.3(a), 5.5 and 5.8, the Net Profit of the Company attributable to the Company's investment in HF Holdings for each Fiscal Year (or any Short-Term Investments related thereto) for any relevant fiscal period shall be allocated and credited to the Capital Accounts (or the appropriate Sub-Capital Accounts) of the Members as follows: (a) All income and gain recognized by the Company (and amounts so treated pursuant to Section 3.4 or 3.5) (i) as a result of the exercise, 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 of Option Shares or Released Shares (or Short-Term Investments related thereto), shall be allocated to the Members' Capital Accounts (and, if appropriate, Sub-Capital Accounts for the HF Holdings investment) pro rata in proportion to their 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 income and gain recognized by the Company (or treated as recognized pursuant to Section 3.4 or 3.5) in respect of Free Shares (or Short-Term Investments related theretoportion thereof) shall be allocated to the Members' Capital Accounts (and, if appropriate, Sub-Capital Accounts for the HF Holdings investment) Partners as follows: : (i) firstFirst, Net Profit shall be allocated to Paragon until Paragon shall have been allocated, with respect to the Series A Preferred Partnership Units and the Series B Preferred Partnership Units, Net Profit in an amount equal to the excess, if losses and deductions have previously been allocated to the Members pursuant to Section 5.5.3(b)(ii)any, to the Members in proportion to the relative number of HF Units (regardless of Class) held by the Members, until the aggregate amount allocated pursuant to this clause (i) equals the aggregate amount of losses and deductions previously allocated pursuant to Section 5.5.3(b)(ii); and (ii) thereafter, (A) the balance aggregate Net Loss allocated to Paragon pursuant to Section 5.3(c)(ii) for all prior Fiscal Years over (B) the aggregate Net Profit allocated to them pursuant to this Section 5.3(b)(i) for all prior Fiscal Years, which allocation shall be divided among the Series A Preferred Partnership Units and the Series B Preferred Partnership Units held by Paragon, pari passu, in proportion to such excess amount calculated for each of them; (ii) Second, Net Profit shall be allocated to Paragon until Paragon shall have been allocated, with respect to the Series A Preferred Partnership Units and the Series B Preferred Partnership Units, Net Profit in an amount equal to the excess, if any, of (A) the cumulative Series A Priority Return and the cumulative Series B Priority Return, in each case accrued through the end of such income Fiscal Year (or portion thereof) over (B) the aggregate Net Profit allocated to such Partners pursuant to this Section 5.3(b)(ii) for all prior Fiscal Years, which amount of Net Profit shall be allocated among the Series A Preferred Partnership Units and gain multiplied the Series B Preferred Partnership Units held by the Class A Percentage Paragon, pari passu, in proportion to such excess amount calculated for each of them; (iii) Third, Net Profit shall be allocated to the holders of HF Class A UnitsPartners, in proportion to and to the relative number extent of HF Class A Units held by the holders amount required to be allocated pursuant to this Section 5.3(b)(iii), until each such Partner has been allocated Net Profit pursuant to this Section 5.3(b)(iii) in an amount equal to the excess of (y) such UnitsPartner's aggregate Maximum Income Amount for such Fiscal Year and all prior Fiscal Years, and over (Bz) the balance of aggregate Net Profit allocated to such income and gain multiplied by the Residual Percentage Partner pursuant to this Section 5.3(b)(iii) for all Membersprior Fiscal Years; and (iv) Thereafter, in proportion Net Profit shall be allocated to the relative number of HF Units (regardless of Class) held by the MembersPartners in accordance with their Percentage Interests.

Allocations of Net Profit. The 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 Profit of the Company attributable to the Company's investment in HF Holdings (for any Fiscal Year or any Short-Term Investments related theretoother period (as the Board may determine) for any relevant fiscal period shall will be allocated and credited to the Capital Accounts (or the appropriate Sub-Capital Accounts) of among the Members as follows: (a) All income and gain recognized by the Company (and amounts so treated pursuant to Section 3.4 or 3.5) (i) as a result of the exercise, 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 of Option Shares or Released Shares (or Short-Term Investments related thereto), shall be allocated to the Members' Capital Accounts (and, if appropriate, Sub-Capital Accounts for the HF Holdings investment) pro rata in proportion to their 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 income and gain recognized by the Company (or treated as recognized pursuant to Section 3.4 or 3.5) in respect of Free Shares (or Short-Term Investments related thereto) shall be allocated to the Members' Capital Accounts (and, if appropriate, Sub-Capital Accounts for the HF Holdings investment) as follows: (i) first, if losses and deductions have previously been allocated to the Members pursuant to Section 5.5.3(b)(ii)First, to the Members in proportion to the relative number holders of HF Series A Preferred Units (regardless of Class) held by the Members, until ----- the aggregate amount allocated pursuant to under this clause Section 8.1(a)(i) over the life of the Company equals the sum (iat the time of the allocation) equals of (A) the Series A Preferred Return on the Series A Preferred Units owned by each such holder at the time of such allocation and (B) the aggregate amount of losses and deductions Net Loss previously allocated pursuant under Section 8.1(b)(xi) to each such holder. The allocation of Net Profit under this Section 5.5.3(b)(ii); 8.1(a)(i) shall be made pro rata to the holders of Series A Preferred Units, based upon the sum of the amounts in (A) and (B) above with respect to each such holder; (ii) thereafterSecond, (A) to the balance holders of such income and gain multiplied by Series A Preferred Units in ------ an amount equal to the Class A Percentage shall be amount of Net Loss previously allocated to the holders of HF Class Series A Units, in proportion Preferred Units under Section 8.1(b)(x) and not previously reversed by a Net Profit allocation under this Section 8.1(a)(ii). The allocation of Net Profit under this Section 8.1(a)(ii) shall be made pro rata to the relative number of HF Class A Units held by the holders of Series A Preferred Units, based upon the amount of Net Loss previously allocated to each such holder under Section 8.1(b)(x) and not previously reversed under this Section 8.1(a)(ii); (iii) Third, to the holders of Common Investment Units until ----- the aggregate amount allocated under this Section 8.1(a)(iii) over the life of the Company equals the sum (at the time of the allocation) of (A) the Yield on the Common Investment Units owned by each such holder at the time of such allocation and (B) the aggregate amount of Net Loss previously allocated under Section 8.1(b)(ix) to each such holder. The allocation of Net Profit under this Section 8.1(a)(iii) shall be made pro rata to the holders of Common Investment Units, based upon the sum of the amounts in (A) and (B) above with respect to each such holder; (iv) Fourth, to the holders of Common Investment Units in an ------ amount equal to the amount of Net Loss previously allocated to the holders of Common Investment Units under Section 8.1(b)(viii) and not previously reversed by a Net Profit allocation under this Section 8.1(a)(iv). The allocation of Net Profit under this Section 8.1(a)(iv) shall be made pro rata to the holders of Common Investment Units, based upon amount of Net Loss previously allocated to each such holder under Section 8.1(b)(viii) and not previously reversed under this Section 8.1(a)(iv); (v) Fifth, to the holders of Class A-1 Units until the ----- aggregate amount allocated under this Section 8.1(a)(v) over the life of the Company equals the sum (at the time of the allocation) of (A) the Additional Class A-1 Yield on the Class A-1 Units owned by each such holder at the time of such allocation and (B) the aggregate amount of Net Loss previously allocated under Section 8.1(b)(vii) to each such holder. The allocation of Net Profit under this Section 8.1(a)(v) shall be made pro rata to the holders of Class A-1 Units, based upon the sum of the amounts in (A) and (B) above with respect to each such holder; (vi) Sixth, to the holders of Class A-2 Units until the ----- aggregate amount allocated under this Section 8.1(a)(vi) over the life of the Company equals the sum (at the time of the allocation) of (A) the Additional Class A-2 Yield on the Class A-2 Units owned by each such holder at the time of such allocation and (B) the aggregate amount of Net Loss previously allocated under Section 8.1(b)(vi) to each such holder. The allocation of Net Profit under this Section 8.1(a)(vi) shall be made pro rata to the holders of Class A-2 Units, based upon the sum of the amounts in (A) and (B) above with respect to each such holder; (vii) Seventh, to the holders of Class A-1 Units in an ------- amount equal to the amount of Net Loss previously allocated to the holders of Class A-1 Units under Section 8.1(b)(v) and not previously reversed by a Net Profit allocation under this Section 8.1(a)(vii). The allocation of Net Profit under this Section 8.1(a)(vii) shall be made pro rata to the holders of Class A-1 Units, based upon amount of Net Loss previously allocated to each such holder under Section 8.1(b)(v) and not previously reversed under this Section 8.1(a)(vii); (viii) Eighth, to the holders of Class A-2 Units in an ------ amount equal to the amount of Net Loss previously allocated to the holders of Class A-2 Units under Section 8.1(b)(iv) and not previously reversed by a Net Profit allocation under this Section 8.1(a)(viii). The allocation of Net Profit under this Section 8.1(a)(viii) shall be made pro --- rata to the holders of Class A-2 Units, based upon amount of Net Loss ---- previously allocated to each such holder under Section 8.1(b)(iv) and not previously reversed under this Section 8.1(a)(viii); (ix) Ninth, to the holders of Class B Units in an amount ----- equal to the amount of Net Loss previously allocated to the holders of Class B Units under Section 8.1(b)(iii) and not previously reversed by a Net Profit allocation under this Section 8.1(a)(ix). The allocation of Net Profit under this Section 8.1(a)(ix) shall be made pro rata to the holders of Class B Units, based upon amount of Net Loss previously allocated to each such holder under Section 8.1(b)(iii) and not previously reversed under this Section 8.1(a)(ix); (x) Tenth, to the holders of Common Units until the ----- aggregate amount allocated under this Section 8.1(a)(x) over the life of the Company equals the sum (at the time of the allocation) of (A) the Catch-Up Amount for each Common Unit (assuming all amounts Distributable to holders of Common Investment Units pursuant to, or in accordance with, Sections 7.1(i) and 7.1(j) hereof have been Distributed to such holders of Common Investment Units) (adjusted for the Non-Distribution Amount in respect of Class B Common Units) owned by each such holder at the time of such allocation, and (B) the balance aggregate amount of Net Loss previously allocated under Section 8.1(b)(ii) to each such income and gain multiplied by the Residual Percentage to all Members, in proportion holder. The allocation of Net Profit under this Section 8.1(a)(x) shall be made first to the relative holders of Common Units who received an allocation of Net Loss under Section 8.1(b)(ii) not previously reversed by a Net Profit allocation under this Section 8.1(a)(x) until all such allocations of Net Loss have been reversed, pro rata according to the amount of Net Loss allocated to them and not previously reversed under this Section 8.1(a)(x), second to the ------ holders of Common Units who received a Distribution under Section 7.1(i) not previously subject to a Net Profit allocation under this Section 8.1(a)(x) until all such Distributions have been made subject to a Net Profit allocation, pro rata according to the amount of Distributions received by them; and third to the holders of Common ----- Units who are then entitled to receive a Catch-Up Amount (assuming all amounts Distributable to holders of Common Investment Units pursuant to Sections 7.1(i) and 7.1(j) hereof have been Distributed to such holders of Common Investment Units) according to the ordering provisions of Section 7.1(i); and (xi) Eleventh, to the holders of Common Units, pro rata -------- according to the number of HF Common Units (regardless of Class) held owned by the Memberseach such holder.

Allocations of Net Profit. The Net Profit of the Company attributable to the Company's investment in HF Holdings (or any Short-Term Investments related thereto) for any relevant fiscal period shall be allocated and credited to the Capital Accounts (or the appropriate Sub-Capital Accounts) of the Members as follows: (a) All income and gain recognized by the Company (and amounts so treated pursuant to Section 3.4 or 3.5) (i) as a result of the exercise, in whole or in part, of any Junior Management Option or the CS CSFB Option, (ii) as a result of the sale or other disposition of Released Shares or (iii) otherwise in respect of Option Shares or Released Shares (or Short-Short- Term Investments related thereto), shall be allocated to the Members' Capital Accounts (and, if appropriate, Sub-Capital Accounts for the HF Holdings investment) pro rata in proportion to their 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 (a5.1.2(a) shall apply.) (b) All income and gain recognized by the Company (or treated as recognized pursuant to Section 3.4 or 3.5) in respect of Free Shares (or Short-Term Investments related thereto) shall be allocated to the Members' Capital Accounts (and, if appropriate, Sub-Capital Accounts for the HF Holdings investment) as follows: : (i) first, if losses and deductions have previously been allocated to the Members pursuant to Section 5.5.3(b)(ii), to the Members in proportion to the relative number of HF Units (regardless of Class) held by the Members, until the aggregate amount allocated pursuant to this clause (i) equals the aggregate amount of losses and deductions previously allocated pursuant to Section 5.5.3(b)(ii); and and (ii) thereafter, (A) the balance of such income and gain multiplied by the Class A Percentage shall be allocated to the holders of HF Class A Units, in proportion to the relative number of HF Class A Units held by the holders of such Units, and (B) the balance of such income and gain multiplied by the Residual Percentage to all Members, in proportion to the relative number of HF Units (regardless of Class) held by the Members.

Allocations of Net Profit. The Except as otherwise provided in Section 5.3(d), after giving effect to the allocations provided in Section 5.5, the Net Profit of the Company attributable to the Company's investment in HF Holdings for each Fiscal Year (or any Short-Term Investments related thereto) for any relevant fiscal period shall be allocated and credited to the Capital Accounts (or the appropriate Sub-Capital Accounts) of the Members as follows: (a) All income and gain recognized by the Company (and amounts so treated pursuant to Section 3.4 or 3.5) (i) as a result of the exercise, 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 of Option Shares or Released Shares (or Short-Term Investments related thereto), shall be allocated to the Members' Capital Accounts (and, if appropriate, Sub-Capital Accounts for the HF Holdings investment) pro rata in proportion to their 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 income and gain recognized by the Company (or treated as recognized pursuant to Section 3.4 or 3.5) in respect of Free Shares (or Short-Term Investments related theretoportion thereof) shall be allocated to the Members' Capital Accounts (and, if appropriate, Sub-Capital Accounts for the HF Holdings investment) Partners as follows: : (i) firstFirst, if losses and deductions have previously been Net Profit shall be allocated to the Members pursuant to Section 5.5.3(b)(ii), to the Members Paragon and TWE (on a PARI PASSU basis in proportion to the relative number of HF excess amounts calculated in clauses (A) and (B) below, respectively): (A) until Paragon shall have been allocated, with respect to the Series A Preferred Partnership Units, the Series B Preferred Partnership Units (regardless of Class) and the Series C Preferred Partnership Units held by it, Net Profit in an amount equal to the Membersexcess, until if any, of (I) the aggregate amount Net Loss allocated to Paragon pursuant to Section 5.3(c)(ii)(A) for all prior Fiscal Years over (II) the aggregate Net Profit allocated to such Partnership Units pursuant to this clause Section 5.3(b)(i)(A) for all prior Fiscal Years, which allocation shall be divided among the Series A Preferred Partnership Units, the Series B Preferred Partnership Units and the Series C Preferred Partnership Units held by Paragon, PARI PASSU, in proportion to such excess amount calculated for each of them; and (iB) equals until TWE shall have been allocated, with respect to the Series C Preferred Partnership Units held by it, Net Profit in an amount equal to the excess, if any, of (I) the aggregate amount of losses and deductions previously Net Loss allocated to TWE pursuant to Section 5.5.3(b)(ii); and 5.3(c)(ii)(B) for all prior Fiscal Years over (II) the aggregate Net Profit allocated to such Partnership Units pursuant to this Section 5.3(b)(i)(B) for all prior Fiscal Years. (ii) thereafterSecond, Net Profit shall be allocated to Paragon and TWE (on a PARI PASSU basis in proportion to the excess amounts calculated in clauses (A) and (B) below, respectively): (A) until Paragon shall have been allocated, with respect to the balance Series A Preferred Partnership Units, the Series B Preferred Partnership Units and the Series C Preferred Partnership Units held by it, Net Profit in an amount equal to the excess, if any, of (I) the cumulative Series A Priority Return, the cumulative Series B Priority Return and the cumulative Series C Priority Return, in each case accrued through the end of such income Fiscal Year (or portion thereof) over (II) the aggregate Net Profit allocated to such Partner pursuant to this Section 5.3(b)(ii)(A) for all prior Fiscal Years, which amount of Net Profit shall be allocated among the Series A Preferred Partnership Units, the Series B Preferred Partnership Units and gain multiplied the Series C Preferred Partnership Units held by Paragon, PARI PASSU, in proportion to such excess amount calculated for each of them; and (B) until TWE shall have been allocated with respect to the Class A Percentage Series C Partnership Units held by it, Net Profit in an amount equal to the excess, if any, of (I) the cumulative Series C Priority Return accrued through the end of such Fiscal Year (or portion thereof) over (II) the aggregate Net Profit allocated to such Partner pursuant to this Section 5.3(b)(ii)(B) for all prior Fiscal Years. (iii) Third, Net Profit shall be allocated to the holders of HF Class A UnitsPartners, in proportion to and to the relative number extent of HF Class A Units held by the holders amount required to be allocated pursuant to this Section 5.3(b)(iii), until each such Partner has been allocated Net Profit pursuant to this Section 5.3(b)(iii) in an amount equal to the excess of (y) such UnitsPartner's aggregate Maximum Income Amount for such Fiscal Year and all prior Fiscal Years, and over (Bz) the balance of aggregate Net Profit allocated to such income and gain multiplied by Partner pursuant to this Section 5.3(b)(iii) for all prior Fiscal Years; and (iv) Thereafter, Net Profit shall be allocated to the Partners in accordance with their Residual Percentage to all Members, in proportion to the relative number of HF Units (regardless of Class) held by the MembersInterests.

Allocations of Net Profit. The Except as otherwise provided in Sections 5.3(d) and 5.3(e), after giving effect to the allocations provided in Sections 5.3(a), 5.5 and 5.8, the Net Profit of the Company attributable to the Company's investment in HF Holdings for each Fiscal Year (or any Short-Term Investments related thereto) for any relevant fiscal period shall be allocated and credited to the Capital Accounts (or the appropriate Sub-Capital Accounts) of the Members as follows: (a) All income and gain recognized by the Company (and amounts so treated pursuant to Section 3.4 or 3.5) (i) as a result of the exercise, 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 of Option Shares or Released Shares (or Short-Term Investments related thereto), shall be allocated to the Members' Capital Accounts (and, if appropriate, Sub-Capital Accounts for the HF Holdings investment) pro rata in proportion to their 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 income and gain recognized by the Company (or treated as recognized pursuant to Section 3.4 or 3.5) in respect of Free Shares (or Short-Term Investments related theretoportion thereof) shall be allocated to the Members' Capital Accounts (and, if appropriate, Sub-Capital Accounts for the HF Holdings investment) Partners as follows: : (i) firstFirst, if losses and deductions have previously been Net Profit shall be allocated to the Members pursuant to Section 5.5.3(b)(ii), to the Members Paragon and TWE (on a pari passu basis in proportion to the relative number of HF excess amounts calculated in clauses (A) and (B) below, respectively): (A) until Paragon shall have been allocated, with respect to the Series A Preferred Partnership Units, the Series B Preferred Partnership Units (regardless of Class) and the Series C Preferred Partnership Units held by it, Net Profit in an amount equal to the Membersexcess, until if any, of (I) the aggregate amount Net Loss allocated to Paragon pursuant to Section 5.3(c)(ii)(A) for all prior Fiscal Years over (II) the aggregate Net Profit allocated to such Partnership Units pursuant to this clause Section 5.3(b)(i)(A) for all prior Fiscal Years, which allocation shall be divided among the Series A Preferred Partnership Units, the Series B Preferred Partnership Units and the Series C Preferred Partnership Units held by Paragon, pari passu, in proportion to such excess amount calculated for each of them; and (iB) equals until TWE shall have been allocated, with respect to the Series C Preferred Partnership Units held by it, Net Profit in an amount equal to the excess, if any, of (I) the aggregate amount of losses and deductions previously Net Loss allocated to TWE pursuant to Section 5.5.3(b)(ii); and 5.3(c)(ii)(B) for all prior Fiscal Years over (II) the aggregate Net Profit allocated to such Partnership Units pursuant to this Section 5.3(b)(i)(B) for all prior Fiscal Years. (ii) thereafterSecond, Net Profit shall be allocated to Paragon and TWE (on a pari passu basis in proportion to the excess amounts calculated in clauses (A) and (B) below, respectively): (A) until Paragon shall have been allocated, with respect to the balance Series A Preferred Partnership Units, the Series B Preferred Partnership Units and the Series C Preferred Partnership Units held by it, Net Profit in an amount equal to the excess, if any, of (I) the cumulative Series A Priority Return, the cumulative Series B Priority Return and the cumulative Series C Priority Return, in each case accrued through the end of such income Fiscal Year (or portion thereof) over (II) the aggregate Net Profit allocated to such Partner pursuant to this Section 5.3(b)(ii)(A) for all prior Fiscal Years, which amount of Net Profit shall be allocated among the Series A Preferred Partnership Units, the Series B Preferred Partnership Units and gain multiplied the Series C Preferred Partnership Units held by Paragon, pari passu, in proportion to such excess amount calculated for each of them; and (B) until TWE shall have been allocated with respect to the Class A Percentage Series C Partnership Units held by it, Net Profit in an amount equal to the excess, if any, of (I) the cumulative Series C Priority Return accrued through the end of such Fiscal Year (or portion thereof) over (II) the aggregate Net Profit allocated to such Partner pursuant to this Section 5.3(b)(ii)(B) for all prior Fiscal Years. (iii) Third, Net Profit shall be allocated to the holders of HF Class A UnitsPartners, in proportion to and to the relative number extent of HF Class A Units held by the holders amount required to be allocated pursuant to this Section 5.3(b)(iii), until each such Partner has been allocated Net Profit pursuant to this Section 5.3(b)(iii) in an amount equal to the excess of (y) such UnitsPartner's aggregate Maximum Income Amount for such Fiscal Year and all prior Fiscal Years, and over (Bz) the balance of aggregate Net Profit allocated to such income and gain multiplied by the Residual Percentage Partner pursuant to this Section 5.3(b)(iii) for all Membersprior Fiscal Years; and (iv) Thereafter, in proportion Net Profit shall be allocated to the relative number of HF Units (regardless of Class) held by the MembersPartners in accordance with their Percentage Interests.