Common use of Allocations of Net Profits and Net Losses Clause in Contracts

Allocations of Net Profits and Net Losses. (a) The Net Profits of the Company for each Fiscal Year, as determined by the Managing Member in accordance with the provisions hereof, shall be allocated between the Members participating in the Company as follows: (i) first, to the extent that the aggregate Net Losses previously allocated to the Members pursuant to Sections 5.1(b) and 5.1(c) exceed the aggregate Net Profits previously allocated to such Members pursuant to this Section 5.1(a), the amount of such excess shall be allocated to such Members in the reverse order of priority in which such Net Losses were previously allocated (to the extent not theretofore charged back hereunder); and (ii) thereafter, any remaining Net Profits shall be allocated between the Members pro rata in accordance with their Percentage Interests in the Company. (b) The Net Losses of the Company for each Fiscal Year, as determined by the Managing Member in accordance with the provisions hereof, shall be allocated between the Members participating in the Company pro rata in accordance with their Percentage Interests in the Company. (c) Net Losses allocated pursuant to Section 5.1(b) shall not exceed the maximum amount of Net Losses that can be so allocated without causing any Member to have an, or to increase an existing, Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Net Losses pursuant to Section 5.1(b) hereof, the limitation set forth in this paragraph shall be applied on a Member-by-Member basis so as to allocate the maximum permissible Net Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations. All Losses in excess of the limitation set forth in this paragraph shall be allocated to and between the Members, pro rata, in accordance with their respective Percentage Interests. (d) The Managing Member shall apply the allocation provisions of this Section 5.1 in a manner consistent with Treasury Regulation Section 1.704-1 and, where necessary, shall have the right to modify the allocation provisions in its reasonable discretion to comply with such Treasury Regulation.

Allocations of Net Profits and Net Losses. (a) The 11.1 Net Profits of the Company and Net Losses. After giving effect to any allocations required by Section 11.2, Net Profits and Net Losses for each Fiscal YearYear shall be allocated, insofar as determined by possible, first to the Managing Member extent of and in accordance with the provisions hereofNet Cash Flow distributed during such Fiscal year or a Sale Distribution, shall be allocated between the Members participating in the Company as follows: (i) firstand second, to the extent that the aggregate Net Losses previously allocated to the Members so that, following all allocations pursuant to Sections 5.1(b) Section 11.2 for such Fiscal Year and 5.1(c) exceed the aggregate Net Profits previously allocated to such Members allocations pursuant to this Section 5.1(a)11.1, each Member’s and Series A Preferred Owner’s Capital Account balance shall be equal to the result (be it positive, negative or zero) of subtracting (i) the sum of (x) the amount of which such excess shall be allocated Member or Series A Preferred Owner is unconditionally obligated to such Members contribute to the Company in the reverse order future, (y) such Member’s or Series A Preferred Owner’s share of priority in which the Member Minimum Gain, and (z) such Net Losses were previously allocated (to Member’s or Series A Preferred Owner’s share of the extent not theretofore charged back hereunder); and Company Minimum Gain, from (ii) thereafter, any remaining Net Profits shall be allocated between the Members pro rata in accordance with their Percentage Interests in the Company. (b) The Net Losses of the Company for each Fiscal Year, as determined by the Managing Member in accordance with the provisions hereof, shall be allocated between the Members participating in the Company pro rata in accordance with their Percentage Interests in the Company. (c) Net Losses allocated pursuant to Section 5.1(b) shall not exceed the maximum amount of Net Losses that can be so allocated without causing any Member to have an, such Member’s or to increase an existing, Adjusted Capital Account Deficit Series A Preferred Owner’s Target Amount at the end of any such Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of After giving effect to any allocations required by Section 11.2, Net Losses for each Fiscal Year shall be allocated, insofar as possible, so that following all allocations pursuant to Section 5.1(b) hereof11.2 for such Fiscal Year and the allocations pursuant to this Section 11.1, the limitation set forth in this paragraph each Member’s or Series A Preferred Owner’s Capital Account balance shall be applied on a Member-by-Member basis so as equal to allocate the maximum permissible Net Losses to each Member under Section 1.704-1(b)(2)(ii)(dresult (be it positive, negative or zero) of subtracting (i) the Regulations. All Losses sum of (x) the amount which such Member or Series A Preferred Owner is unconditionally obligated to contribute to the Company in excess the future, (y) such Member’s or Series A Preferred Owner’s share of the limitation set forth in this paragraph shall be allocated to Member Minimum Gain, and between (z) such Member’s or Series A Preferred Owner’s share of the MembersCompany Minimum Gain, pro rata, in accordance with their respective Percentage Interestsfrom (ii) such Member’s or Series A Preferred Owner’s Target Amount at the end of such Fiscal Year. (d) The Managing Member shall apply the allocation provisions of this Section 5.1 in a manner consistent with Treasury Regulation Section 1.704-1 and, where necessary, shall have the right to modify the allocation provisions in its reasonable discretion to comply with such Treasury Regulation.

Allocations of Net Profits and Net Losses. (a) The Net Profits For purposes of maintaining the Capital Accounts and in determining the rights of the Company for each Fiscal YearPartners among themselves, as determined by the Managing Member Company's items of income, gain, loss and deduction (computed in accordance with the provisions hereof, Section 4.3.2) shall be allocated between among the Members participating Partners for each Taxable Year other than any Liquidation Year (or portion thereof) as provided herein: 5.1.1 After giving effect to the special allocations set forth in Section 5.2, Net Profits for each taxable period and all items of income and gain taken into account in computing Net Profits for such taxable period shall be allocated to the Partners in the Company as followsfollowing order and priority: (ia) first, to the Preferred Partners to the extent of and in proportion to such Preferred Partners' Untaxed Preference Amounts; (b) second, to AHN LLC in an amount equal to the excess of Net Losses previously allocated to AHN LLC under Section 5.1.2(e) over aggregate Net Profits previously allocated to AHN LLC under this Section 5.1.1(b); (c) third, to each Partner in an amount equal to the excess of aggregate Net Losses previously allocated to such Partner under Section 5.1.2(c) over aggregate Net Profits previously allocated to such Partner under this Section 5.1.1(c). For purposes of this Section 5.1.1(c), Net Profits shall be allocated among the Partners in a manner that "unwinds" the allocation of Net Losses set forth in Section 5.1.2(c), i.e., taking into account allocations made under the second sentence of Section 5.1.2(c) before taking into account allocations made under the first sentence of Section 5.1.2(c); (d) fourth, to AHN LLC in an amount equal to the excess of Net Losses previously allocated to AHN LLC under Section 5.1.2(b) over aggregate Net Profits, previously allocated to AHN LLC under this Section 5.1.1(d); and (e) fifth, to all the Partners, in accordance with their respective Post Recoupment Percentage Interests. 5.1.2 After giving effect to the special allocations set forth in Section 5.2, Net Loss for each taxable period and all items of loss and deduction taken into account in computing Net Loss for such taxable period shall be allocated to the Partners in the following order and priority: (a) first, to the Partners in proportion to the aggregate Net Profits previously allocated to the Partners under Section 5.1.1(e), in an amount equal to the excess of aggregate Net Profits previously allocated to the Partners under Section 5.1.1(e) over aggregate Net Losses previously allocated to the Members pursuant to Sections 5.1(b) and 5.1(c) exceed the aggregate Net Profits previously allocated to such Members pursuant to Partners under this Section 5.1(a5.1.2(a), the amount of such excess shall be allocated to such Members in the reverse order of priority in which such Net Losses were previously allocated (to the extent not theretofore charged back hereunder); and (ii) thereafter, any remaining Net Profits shall be allocated between the Members pro rata in accordance with their Percentage Interests in the Company.; (b) The Net Losses of second, to AHN LLC, but only (x) until the Company for each Fiscal Year, as determined by the Managing Member in accordance with the provisions hereof, shall be allocated between the Members participating in the Company pro rata in accordance with their Percentage Interests in the Company. (c) Net Losses allocated pursuant to Section 5.1(b) shall not exceed the maximum aggregate amount of Net Losses that can be so allocated without causing any Member to have an, or to increase an existing, Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Net Losses pursuant to Section 5.1(b) hereof, the limitation set forth in this paragraph shall be applied on a Member-by-Member basis so as to allocate the maximum permissible Net Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations. All Losses in excess of the limitation set forth in this paragraph shall be allocated to and between the Members, pro rata, in accordance with their respective Percentage Interests. (d) The Managing Member shall apply the allocation provisions of AHN LLC under this Section 5.1 in a manner consistent with Treasury Regulation Section 1.704-1 5.1.2(b) equals AHN LLC's Capital Contribution, and, where necessary, shall have the right to modify the allocation provisions in its reasonable discretion to comply with such Treasury Regulation.

Allocations of Net Profits and Net Losses. (a) The After giving effect to the special allocations set forth in Section 7.02 hereof, Net Profits of for any Fiscal Year will be allocated to the Company for each Fiscal Year, as determined by the Managing Member Members in accordance with the provisions hereof, shall be allocated between the Members participating in the Company as followsfollowing order: (i) first, to the extent that Members in the aggregate reverse order of the allocation of Net Losses previously and in the same ratio as originally made within each level of priority under Section 7.01(b) until the cumulative Net Profits allocated to them pursuant to this Section 7.01(a) for the current and all prior Fiscal Years are equal to the cumulative Net Losses allocated to them pursuant to Section 7.01(b) hereof for all prior Fiscal Years; and (ii) the balance, if any, to the Members in accordance with their Sharing Ratios. (b) After giving effect to the special allocations set forth in Section 7.02 hereof, Net Losses for any Fiscal Year will be allocated in accordance with the following order, subject to the limitation in Section 7.01(c) below: (i) first, to the Members in proportion to the amount of and until the cumulative Net Losses allocated to them pursuant to this SubSection (i) for the current and all prior Fiscal Years are equal to the cumulative Net Profits, if any, allocated pursuant to Section 7.01(a) for all prior Fiscal Years; (ii) second, among the Members in portion to and to the extent of the positive balance in their Capital Accounts; and (iii) the balance, if any, to the Members in accordance with their Sharing Ratios. (c) The Net Losses allocated to the Members pursuant to Sections 5.1(bSection 7.01(b) and 5.1(c) exceed the aggregate Net Profits previously allocated to such Members pursuant to this Section 5.1(a), the amount of such excess shall be allocated to such Members in the reverse order of priority in which such Net Losses were previously allocated (to the extent not theretofore charged back hereunder); and (ii) thereafter, any remaining Net Profits shall be allocated between the Members pro rata in accordance with their Percentage Interests in the Company. (b) The Net Losses of the Company for each Fiscal Year, as determined by the Managing Member in accordance with the provisions hereof, shall be allocated between the Members participating in the Company pro rata in accordance with their Percentage Interests in the Company. (c) Net Losses allocated pursuant to Section 5.1(b) shall will not exceed the maximum amount of Net Losses that can be so allocated without causing any Member of the Members to have an, or to increase an existing, Adjusted Capital Account Deficit at the end of any such Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Net Losses pursuant to Section 5.1(b) hereof, the limitation The limitations set forth in this paragraph shall Section 7.01(c) will be applied on a Member-by-Member basis so as to allocate the maximum permissible Net Losses to each Member the Members under Section Treasury Regulations §1.704-1(b)(2)(ii)(d) of the Regulations. All Losses in excess of the limitation set forth in this paragraph shall be allocated to and between the Members, pro rata, in accordance with their respective Percentage Interests). (d) The Managing Member shall apply the allocation provisions of this Section 5.1 in a manner consistent with Treasury Regulation Section 1.704-1 and, where necessary, shall have the right to modify the allocation provisions in its reasonable discretion to comply with such Treasury Regulation.

Allocations of Net Profits and Net Losses. Except as otherwise required by this Article IV: (a) The Net Profits of the Company for each Fiscal Yearthe period from the Effective Date through December 31, as determined by the Managing Member in accordance with the provisions hereof2009, and for any given tax year thereafter, shall be allocated between among the Members participating in the Company as follows: (i) firstthe Net Profits derived from the operations of, from the disposition of the assets of, or from the disposition of all or any part of the Company’s interest in a Class A Subsidiary shall be allocated to the Members first in proportion to and to the extent that the aggregate they have been allocated Net Losses previously for periods commencing with the Effective Date pursuant to Section 4.1(b)(i), and then ninety-nine percent (99.0%) to Foundation and one percent (1.0%) to HMA L.P.; (ii) the Net Profits derived from the operations of, from the disposition of the assets of, or from the disposition of all or any part of the Company’s interest in, a Class B Subsidiary shall be allocated to the Members pursuant first in proportion to Sections 5.1(b) and 5.1(c) exceed the aggregate Net Profits previously allocated to such Members pursuant to this Section 5.1(a), the amount of such excess shall be allocated to such Members in the reverse order of priority in which such Net Losses were previously allocated (to the extent not theretofore charged back hereunderthat they have been allocated Net Losses for periods commencing with the Effective Date pursuant to Section 4.1(b)(ii), and then thirty percent (30.0%) to Foundation and seventy percent (70.0%) to HMA L. P.; and (iiiii) thereafter, any remaining all other Net Profits shall be allocated between among the Members pro rata in accordance with their respective Percentage Interests in the CompanyInterests. (b) The Net Losses of the Company for each Fiscal Yearthe period from the Effective Date through December 31, as determined by the Managing Member in accordance with the provisions hereof2009, and for any given Tax Year thereafter, shall be allocated between among the Members participating in as follows: (i) the Company pro rata in accordance with their Percentage Interests in Net Losses derived from the operations of, from the disposition of the assets of, or from the disposition of all or any part of the Company. (c) Net Losses allocated pursuant to Section 5.1(b) shall not exceed the maximum amount of Net Losses that can be so allocated without causing any Member to have an, or to increase an existing, Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as ’s interest in a consequence of an allocation of Net Losses pursuant to Section 5.1(b) hereof, the limitation set forth in this paragraph shall be applied on a Member-by-Member basis so as to allocate the maximum permissible Net Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations. All Losses in excess of the limitation set forth in this paragraph Class A Subsidiary shall be allocated ninety-nine percent (99.0%) to Foundation and between one percent (1.0%) to HMA L.P.; (ii) the MembersNet Losses derived from the operations of, pro ratafrom the disposition of the assets of, or from the disposition of all or any part of the Company’s interest in, a Class B Subsidiary shall be allocated thirty percent (30.0%) to Foundation and seventy percent (70.0%) to HMA L.P.; and (iii) all other Net Losses shall be allocated among the Members in accordance with their respective Percentage Interests. (dc) The Managing Member shall apply Notwithstanding anything in this Agreement to the allocation provisions contrary, prior to distribution to the Members following dissolution of this Section 5.1 the Company, each Member’s Capital Account will be allocated an amount of the realized gain or loss on the liquidation of the Company’s assets in a manner consistent with Treasury Regulation set forth in Section 1.704-1 and4.1(a) and Section 4.1(b). The intent of this provision is to ensure that each Member’s Capital Account, where necessaryto the extent possible, is reduced to zero by the distributions following dissolution of the Company. In the event such allocations of Net Profits or Net Losses do not produce such result, the Board of Managers shall have be entitled to adjust the right allocations of Net Profits or Net Losses to modify the allocation provisions in its reasonable discretion extent necessary for each Member’s Capital Account to comply with such Treasury Regulationequal zero after the distributions following dissolution of the Company.

Allocations of Net Profits and Net Losses. After taking into account Section 6.2, Net Profits and Net Losses for any Taxable Year or other relevant period generally shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after making such allocation, and after taking into account actual distributions made during such Taxable Year, or portion thereof, is, as nearly as possible, equal to (a) The Net Profits the distributions that would be made to such Member pursuant to Section 4.2 hereof if the Company were (i) dissolved, (ii) its affairs wound up and its assets sold for cash equal to their Gross Asset Value, (iii) all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability) and (iv) the net assets of the Company for were distributed in accordance with Section 4.2 to the Members immediately after making such allocation, minus (b) such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), computed immediately prior to the hypothetical sale of assets referred to in the foregoing clause (a)(ii). Subject to the other provisions of this Article VI, an allocation to a Member of a share of Net Profits or Net Losses shall be treated as an allocation of the same share of each Fiscal Yearitem of income, as determined by gain, loss or deduction that is taken into account in computing Net Profits or Net Losses. Notwithstanding the foregoing, the Managing Member in accordance with may make such adjustment to the allocations set forth above as it deems reasonably necessary to give economic effect to the provisions hereofof this Agreement, shall be allocated between taking into account the Percentage Interests of the Members participating in the Company and such other facts and circumstances as follows: (i) first, to the extent that the aggregate Net Losses previously allocated to the Members pursuant to Sections 5.1(b) and 5.1(c) exceed the aggregate Net Profits previously allocated to such Members pursuant to this Section 5.1(a), the amount of such excess shall be allocated to such Members in the reverse order of priority in which such Net Losses were previously allocated (to the extent not theretofore charged back hereunder); and (ii) thereafter, any remaining Net Profits shall be allocated between the Members pro rata in accordance with their Percentage Interests in the Company. (b) The Net Losses of the Company for each Fiscal Year, as determined by the Managing Member in accordance with the provisions hereofdeems reasonably necessary or appropriate for this purpose; provided that such adjustment(s), shall be allocated between the Members participating individually and/or in the Company pro rata in accordance with their Percentage Interests in the Companyaggregate, do not disproportionately and adversely affect any Member. (c) Net Losses allocated pursuant to Section 5.1(b) shall not exceed the maximum amount of Net Losses that can be so allocated without causing any Member to have an, or to increase an existing, Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Net Losses pursuant to Section 5.1(b) hereof, the limitation set forth in this paragraph shall be applied on a Member-by-Member basis so as to allocate the maximum permissible Net Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations. All Losses in excess of the limitation set forth in this paragraph shall be allocated to and between the Members, pro rata, in accordance with their respective Percentage Interests. (d) The Managing Member shall apply the allocation provisions of this Section 5.1 in a manner consistent with Treasury Regulation Section 1.704-1 and, where necessary, shall have the right to modify the allocation provisions in its reasonable discretion to comply with such Treasury Regulation.

Allocations of Net Profits and Net Losses. (a) The Except as otherwise provided in this Agreement or required by the Code or Treasury Regulations, the Net Profits of the Company and Net Losses for each Fiscal Year, as Year or portion thereof shall be determined by the Managing Member in accordance with the provisions hereof, accounting methods followed by the Company for Federal income tax purposes and shall be allocated between to the Members participating in the Company as follows: (a) Net Losses shall be allocated: (i) first, to until the extent that the aggregate cumulative Net Losses allocated pursuant to this Section 4.4(a)(i) equals the cumulative Net Profits, if any, previously allocated among the Members pursuant to Section 4.4(b) hereof, such Net Losses shall be allocated to the Members pursuant to Sections 5.1(b) in the reverse chronological order and 5.1(c) exceed in the aggregate proportions in which such Net Profits were previously allocated to such Members; (ii) second, Net Losses shall be allocated among the Members in accordance with the positive balances in their respective Capital Accounts until all of their Capital Accounts have been reduced to zero; and (iii) thereafter, Net Losses shall be allocated among the Members in proportion to their Percentage Interests. (b) Net Profits shall be allocated: (i) until the cumulative Net Profits allocated pursuant to this Section 5.1(a)4.4(b)(i) equals the cumulative Net Losses, if any, previously allocated among the amount of Members pursuant to Section 4.4(a) hereof, such excess Net Profits shall be allocated to such the Members in the reverse chronological order of priority and in the proportions in which such Net Losses were previously allocated (to the extent not theretofore charged back hereunder)such Members; and (ii) thereafterthe balance, any remaining Net Profits shall be allocated between to all of the Members pro rata in accordance with proportion to their Percentage Interests in the Company. (b) The Net Losses of the Company for each Fiscal Year, as determined by the Managing Member in accordance with the provisions hereof, shall be allocated between the Members participating in the Company pro rata in accordance with their Percentage Interests in the Company. (c) Net Losses allocated pursuant to Section 5.1(b) shall not exceed the maximum amount of Net Losses that can be so allocated without causing any Member to have an, or to increase an existing, Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Net Losses pursuant to Section 5.1(b) hereof, the limitation set forth in this paragraph shall be applied on a Member-by-Member basis so as to allocate the maximum permissible Net Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations. All Losses in excess of the limitation set forth in this paragraph shall be allocated to and between the Members, pro rata, in accordance with their respective Percentage Interests. (d) The Managing Member shall apply the allocation provisions of this Section 5.1 in a manner consistent with Treasury Regulation Section 1.704-1 and, where necessary, shall have the right to modify the allocation provisions in its reasonable discretion to comply with such Treasury Regulation.

Allocations of Net Profits and Net Losses. (a) The Except as otherwise provided in Sections 6.02(b) and 6.02(c), the Company’s Net Profits and Net Losses and items thereof (and, if necessary during any Taxable Year in which the Company liquidates pursuant to Section 10.02 or there is a Sale of the Company, individual items of gross income or deduction) for any Taxable Year shall be allocated among the Members in such manner that as of the end of such Taxable Year, each Member’s Capital Account shall be equal to the respective net amounts, positive or negative, that would be distributed to such Member from the Company (or, if negative, contributed by such Member to the Company) if the Company were to: (x) liquidate all of the assets of the Company for an amount equal to their Book Value; (y) satisfy all Company liabilities (limited with respect to each Fiscal Yearnonrecourse liability to the Book Value of the assets securing such liability); and (z) distribute the proceeds of such liquidation in the manner described in Section 10.02(b). Notwithstanding any other provision of this Agreement, as determined by no allocation of any item of income, gain, loss or deduction of the Managing Company will be made to a Member if the allocation would not have “economic effect” under Treasury Regulations Section 1.704-1(b)(2)(ii) or be in accordance with the provisions hereof, shall be allocated between the Members participating Members’ interests in the Company as followswithin the meaning of Treasury Regulations Sections 1.704-1(b)(3) or 1.704-2(b)(1). The Board of Managers will have the authority to reallocate any item of income, gain, loss or deduction of the Company in accordance with this Section 6.02(a). (b) Prior to the allocations made in Section 6.02(a), the following allocations shall be made for each Taxable Year or other period: (i) firstLosses attributable to partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). If there is a net decrease during a Taxable Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulations Section 1.704-2(i)(3)), to the extent that the aggregate Net Losses previously items of income or gain for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Members in the amounts and of such character as determined according to Treasury Regulations Section 1.704-2(i)(4). This Section 6.02(b)(i) is intended to be a partnership nonrecourse debt minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(i)(4), and shall be interpreted in a manner consistent therewith, including by taking into account the exceptions enumerated at Treasury Regulations Section 1.704-2(f) to the extent provided in Treasury Regulations Section 1.704-2(i)(4). (ii) Except as otherwise provided in Section 6.02(b)(i), if there is a net decrease in the partnership minimum gain determined pursuant to Sections 5.1(bTreasury Regulations Section 1.704-2(d) during any Taxable Year, each Member shall be allocated items of income or gain for such Taxable Year (and, if necessary, for subsequent Taxable Years) in the amounts and of such character as determined according to Treasury Regulations Section 1.704-2(f). This Section 6.02(b)(ii) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted in a manner consistent therewith, including by taking into account the exceptions enumerated at Treasury Regulations Section 1.704-2(f). (iii) If any Member that unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and 5.1(c(6) exceed has an Adjusted Capital Account Deficit as of the aggregate Net Profits previously allocated to such Members pursuant to end of any Taxable Year, computed after the application of Sections 6.02(b)(i) and 6.02(b)(ii) but before the application of any other provision of this Section 5.1(a)6.02, the amount then items of income or gain for such excess Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to such Members Member in the reverse order of priority in which such Net Losses were previously allocated (proportion to, and to the extent not theretofore charged back hereunder); andof, such Adjusted Capital Account Deficit. This Section 6.02(b)(iii) is intended to be a qualified income offset provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith. (iiiv) thereafterTo the extent an adjustment to the adjusted tax basis of any Company property pursuant to Sections 732(d), any remaining Net Profits 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, such adjustments shall be allocated between the Members pro rata in accordance with their Percentage Interests in the Company. (b) The Net Losses of the Company for each Fiscal Year, as determined by the Managing Member in accordance a manner consistent with the provisions hereofmanner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(j), shall be allocated between the Members participating in the Company pro rata in accordance with their Percentage Interests in the Company(k) and (m). (c) Net Losses allocated pursuant The allocations set forth in Section 6.02(b) (the “Regulatory Allocations”) are intended to Section 5.1(b) shall not exceed comply with certain requirements of the maximum amount of Net Losses that can be so allocated without causing any Member to have an, or to increase an existing, Adjusted Capital Account Deficit at Treasury Regulations. It is the end of any Fiscal Year. In the event some but not all intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 6.02(c). Therefore, notwithstanding anything herein to the contrary (other than the Regulatory Allocations), but subject to the Code and the Treasury Regulations, the Board of Managers shall make such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have Adjusted Capital Account Deficits as a consequence had if the Regulatory Allocations were not part of an allocation of Net Losses pursuant to the Agreement. In exercising its discretion under this Section 5.1(b) hereof6.02(c), the limitation set forth in this paragraph Board of Managers shall be applied on a Member-by-Member basis so as take into account future Regulatory Allocations that, although not yet made, are likely to allocate the maximum permissible Net Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations. All Losses in excess of the limitation set forth in this paragraph shall be allocated to and between the Members, pro rata, in accordance with their respective Percentage Interestsoffset other Regulatory Allocations previously made. (d) The Managing Member shall apply the allocation provisions of this Section 5.1 in a manner consistent with Treasury Regulation Section 1.704-1 and, where necessary, shall have the right to modify the allocation provisions in its reasonable discretion to comply with such Treasury Regulation.

Allocations of Net Profits and Net Losses. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Company's items of income, gain, loss and deduction (computed in accordance with Section 4.2.2) shall be allocated among the Partners for each Taxable Year other than any Liquidation Year (or portion thereof) as provided herein: 5.1.1 After giving effect to the special allocations set forth in Section 5.2, Net Profits for each taxable period and all items of income and gain taken into account in computing Net Profits for such taxable period shall be allocated to the Partners in the following order and priority: (a) The Net Profits first, pro rata and PARI PASSU among the Limited Partners (including New Partners) to the extent of and in proportion to such Limited Partners' Untaxed Preference Amounts; (b) second, to the Company for each Fiscal Year, as determined by the Managing Member General Partners in accordance with their respective Capital Contributions in an amount equal to the provisions hereofexcess of Net Losses previously allocated to the General Partners under Section 5.1.2(f) over aggregate Net Profits previously allocated to the General Partners in accordance with their respective Capital Contributions under this Section 5.1.1(b); (c) third, to the Limited Partners (including New Partners) in accordance with their respective Capital Contributions; but only (x) until the aggregate amount of Net Profits allocated to the Limited Partners (including New Partners) under this Section 5.1.1(c) equals the aggregate Capital Contributions of such Limited Partners, and (y) to the extent such amounts when so allocated would not cause any Limited Partner's Capital Account balance to exceed such Partner's Limited Partner's Unrecovered Preferred Capital Amount (determined by including the Limited Partners' Annual Preference Amounts for the current taxable period); (d) fourth, to the General Partners in accordance with their respective Capital Contributions in an amount equal to the excess of the General Partners' aggregate Capital Contributions over the aggregate Net Profits previously allocated to the General Partners under this Section 5.1.1(d); and (e) fifth, to all the Partners, pro rata and PARI PASSU according to their respective Sharing Percentages. 5.1.2 After giving effect to the special allocations set forth in Section 5.2, Net Loss for each taxable period and all items of loss and deduction taken into account in computing Net Loss for such taxable period shall be allocated between to the Members participating Partners in the Company as followsfollowing order and priority: (ia) first, to the extent that Partners in proportion to the aggregate Net Profits previously allocated to the Partners under Section 5.1.1(e), in an amount equal to the excess of aggregate Net Profits previously allocated to the Partners under Section 5.1.1(e) over aggregate Net Losses previously allocated to the Members pursuant to Sections 5.1(b) and 5.1(c) exceed the aggregate Net Profits previously allocated to such Members pursuant to Partners under this Section 5.1(a5.1.2(a), the amount of such excess shall be allocated to such Members in the reverse order of priority in which such Net Losses were previously allocated (to the extent not theretofore charged back hereunder); and (ii) thereafter, any remaining Net Profits shall be allocated between the Members pro rata in accordance with their Percentage Interests in the Company.; (b) The second, to the General Partners, but only (x) until the aggregate amount of Net Losses of allocated to the Company for each Fiscal YearGeneral Partners under this Section 5.1.2(b) equals the General Partners' Capital Contributions, as determined by and (y) to the Managing Member in accordance with the provisions hereof, shall be extent such amount when so allocated between the Members participating in the Company pro rata in accordance with their Percentage Interests in the Company.would not cause AHN LLC to have an Adjusted Capital Account Deficit; (c) Net Losses allocated pursuant third, to Section 5.1(bthe Limited Partners (including New Partners) shall not exceed the maximum amount of Net Losses that can be so allocated without causing any Member to have an, or to increase an existing, Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Net Losses pursuant to Section 5.1(b) hereof, the limitation set forth in this paragraph shall be applied on a Member-by-Member basis so as to allocate the maximum permissible Net Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations. All Losses in excess of the limitation set forth in this paragraph shall be allocated to and between the Members, pro rata, in accordance with their respective Percentage Interests. Capital Contributions; but only (dx) The Managing Member shall apply until the allocation provisions aggregate amount of Net Losses allocated to the Limited Partners under this Section 5.1 in a manner consistent with Treasury Regulation Section 1.704-1 and, where necessary, shall have the right to modify the allocation provisions in its reasonable discretion to comply with such Treasury Regulation.5.1.2