Common use of Allocations of Profit and Loss Clause in Contracts

Allocations of Profit and Loss. Except as stated in Article 3 of Appendix A, all Profit and Loss of the Company shall be allocated among the Capital Accounts of the Members in accordance with this Section 4.1. IV.1.1. Profit for any fiscal year shall be allocated to the Members in the following order and priority: (a) First, to each Member holding Common Units, in an amount equal to, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Sections 4.1.2(e), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(a); (b) Second, to each Member holding Convertible Preferred Units, in an amount equal to, and in proportion to: (i) prior to the Triggering Event with respect to such Units, the excess of (1) the aggregate amount previously distributed to such Member pursuant to Section 4.3.1(a), over (2) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(b); and, (ii) after the Triggering Event with respect to such Units, the excess of (1) the sum of the Accrued Preferred Return of such Member and the aggregate amount of Loss previously allocated to such Member pursuant to Section 4.1.2(d), over (2) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(b); (c) Third, to each Member holding Convertible Preferred Units, in an amount equal to, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Section 4.1.2(c), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(c); (d) Fourth, to XXXX (or its Permitted Transferee(s)), in an amount equal to, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Section 4.1.2(b), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(d); (e) Fifth, to each Member holding Profits Interest Units and/or Common Units, in an amount equal, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Section 4.1.2(a), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(c); and (f) Thereafter, to each Member holding vested Profits Interest Units and/or Common Units, in proportion to the respective number of such Units held by each such Member. IV.1.2. Subject to the loss limitation rule set forth in Section 3.05 of the Appendix, Loss for any fiscal year shall be allocated to the Members in the following order and priority: (a) First, to the Members holding vested Profits Interest Units and/or Common Units, in proportion to the respective number of such Units held by each such Member until the Capital Account balance of each such Member with respect to such Units is equal to zero; provided that, prior to the Equity Financing Threshold Date, no Loss shall be allocated to XXXX (or its Permitted Transferee(s)) pursuant to this Section 4.1.2 which shall cause the ratio of the aggregate Capital Account balances of such Members over the aggregate Capital Account balances of all of the Members to be less than the Percentage Threshold; (b) Second, to XXXX (or its Permitted Transferee(s)), in proportion to their respective Units until the Capital Account balance of each such Member is equal to zero; (c) Third, to each Member holding Convertible Preferred Units, in an amount equal to, and in proportion to, the excess, if any, of (i) the sum of the aggregate amount of Profit previously allocated to such Member pursuant to Section 4.1.1(c) and the Unpaid Preferred Contributions of each such Member, over (ii) the aggregate amount of Loss previously allocated to such Member pursuant to this Section 4.1.2(c); (d) Fourth, to each Member holding Convertible Preferred Units, in an amount equal to, and in proportion to, the excess, if any, of (i) the excess of the aggregate amount of Profit previously allocated to such Member pursuant to Section 4.1.1(b) over the amount previously distributed to such Member pursuant to Section 4.3.1(a), over (ii) the aggregate amount of Loss previously allocated to such Member pursuant to this Section 4.1.2(d); and, (e) Thereafter, to the Members holding Common Units, in proportion to the respective number of such Units held by each such Member.1

Allocations of Profit and Loss. Except as stated otherwise provided in this Article 3 of Appendix AIV, all Profit and Loss of the for each Company fiscal year shall be allocated among the Capital Accounts of the Members in accordance with this Section 4.1. IV.1.1. Profit for any fiscal year shall be allocated to the Members in the following order and priorityas follows: (a) Firstsuch Profit shall be allocated: (i) first, to each Member holding Common Units, the Members in an amount equal to, and in proportion to, sufficient to reverse the excess, if any, of (i) the aggregate total amount of Loss previously allocated to each such Member the Members pursuant to Sections 4.1.2(e)Section 4.1(b)(ii) hereof, over in proportion to and in the reverse order as such Loss was allocated; (ii) second, to the Managing Member until it has been allocated an aggregate amount of Profit under this Section 4.1(a)(ii) equal to the Managing Member Preferred Capital Return; (iii) third, to the Initial Preferred Member until it has been allocated an aggregate amount of Profit under this Section 4.1(a)(iii) equal to the Initial Preferred Member Priority Return; (iv) fourth, to the Managing Member until it has been allocated an aggregate amount of Profit under this Section 4.1(a)(iv) equal to the Managing Member Priority Return; and (v) thereafter, to the Members pro rata in accordance with their respective Capital Percentages, except that with respect to the Initial Preferred Member’s pro rata portion, 30% to the Managing Member and 70% to the Initial Preferred Member; but if the Unreturned Capital Contributions of a Member have been reduced to zero, then 76 2/3% to the Managing Member and 23 1/3% to the Initial Preferred Member.; (b) Loss shall be allocated as follows: (i) first, to the Members to offset the excess of the amount of Profit previously allocated to such Member Members pursuant to this Section 4.1.1(aSections 4.1(a)(ii); , (biii), (iv) Second, to each Member holding Convertible Preferred Unitsand (v) hereof, in an amount equal to, proportion to and in proportion to: (i) prior the inverse order to the Triggering Event with respect to order in which such UnitsProfit was allocated, over the excess of (1) the aggregate amount total amounts previously distributed to such Member the members, excluding distributions which reduce Unreturned Capital Contributions, pursuant to Section 4.3.1(a)Sections 5.2, over (2) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(b)5.3 or 5.4; and, (ii) after the Triggering Event with respect to such Units, the excess of (1) the sum of the Accrued Preferred Return of such Member and the aggregate amount of Loss previously allocated to such Member pursuant to Section 4.1.2(d), over (2) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(b); (c) Third, to each Member holding Convertible Preferred Units, in an amount equal to, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Section 4.1.2(c), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(c); (d) Fourth, to XXXX (or its Permitted Transferee(s)), in an amount equal to, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Section 4.1.2(b), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(d); (e) Fifth, to each Member holding Profits Interest Units and/or Common Units, in an amount equal, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Section 4.1.2(a), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(c); and (f) Thereafter, to each Member holding vested Profits Interest Units and/or Common Units, in proportion to the respective number of such Units held by each such Member. IV.1.2. Subject to the loss limitation rule set forth in Section 3.05 of the Appendix, Loss for any fiscal year shall be allocated to the Members in the following order and priority: (a) Firstthereafter, to the Members holding vested Profits Interest Units and/or Common Units, pro rata in proportion to the accordance with their respective number of such Units held by each such Member until the Capital Account balance of each such Member with respect to such Units is equal to zero; provided that, prior to the Equity Financing Threshold Date, no Loss shall be allocated to XXXX (or its Permitted Transferee(s)) pursuant to this Section 4.1.2 which shall cause the ratio of the aggregate Capital Account balances of such Members over the aggregate Capital Account balances of all of the Members to be less than the Percentage Threshold; (b) Second, to XXXX (or its Permitted Transferee(s)), in proportion to their respective Units until the Capital Account balance of each such Member is equal to zero; (c) Third, to each Member holding Convertible Preferred Units, in an amount equal to, and in proportion to, the excess, if any, of (i) the sum of the aggregate amount of Profit previously allocated to such Member pursuant to Section 4.1.1(c) and the Unpaid Preferred Contributions of each such Member, over (ii) the aggregate amount of Loss previously allocated to such Member pursuant to this Section 4.1.2(c); (d) Fourth, to each Member holding Convertible Preferred Units, in an amount equal to, and in proportion to, the excess, if any, of (i) the excess of the aggregate amount of Profit previously allocated to such Member pursuant to Section 4.1.1(b) over the amount previously distributed to such Member pursuant to Section 4.3.1(a), over (ii) the aggregate amount of Loss previously allocated to such Member pursuant to this Section 4.1.2(d); and, (e) Thereafter, to the Members holding Common Units, in proportion to the respective number of such Units held by each such Member.1balances.

Allocations of Profit and Loss. Except as stated in Article 3 of Appendix A, all Profit and Loss of the Company shall be allocated among the Capital Accounts of the Members in accordance with this Section 4.1. IV.1.1. Profit for any fiscal year shall be allocated to the Members in the following order and priority: (a) First, to each Member holding Common Units, in an amount equal to, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Sections 4.1.2(e), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(a); (b) Second, to each Member holding Convertible Preferred Units, in an amount equal to, and in proportion to: (i) prior to the Triggering Event with respect to such Units, the excess of (1) the aggregate amount previously distributed to such Member pursuant to Section 4.3.1(a), over (2) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(b); , and, (ii) after the Triggering Event with respect to such Units, the excess of (1) the sum of the Accrued Preferred Return of such Member and the aggregate amount of Loss previously allocated to such Member pursuant to Section 4.1.2(d), over (2) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(b); (c) Third, to each Member holding Convertible Preferred Units, in an amount equal to, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Section 4.1.2(c), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(c); (d) Fourth, to XXXX (or and its Permitted Transferee(s))Affiliates, in an amount equal to, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Section 4.1.2(b), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(d); (e) Fifth, to each Member holding Profits Interest Units and/or Common Units, in an amount equal, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Section 4.1.2(a), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(c4.1.1(e); and (f) Thereafter, to each Member holding vested Profits Interest Units and/or Common Units, in proportion to the respective number of such Units held by each such Member. IV.1.2. Subject to the loss limitation rule set forth in Section 3.05 of the Appendix, Loss for any fiscal year shall be allocated to the Members in the following order and priority: (a) First, to the Members holding vested Profits Interest Units and/or Common Units, in proportion to the respective number of such Units held by each such Member until the Capital Account balance of each such Member with respect to such Units is equal to zero; provided that, prior to the Equity Financing Threshold Date, no Loss shall be allocated to XXXX (or its Permitted Transferee(s)) Affiliates pursuant to this Section 4.1.2 which shall cause the ratio of the aggregate Capital Account balances of such Members over the aggregate Capital Account balances of all of the Members to be less than the Percentage Threshold; (b) Second, to XXXX (or and its Permitted Transferee(s))Affiliates, in proportion to their respective Units until the Capital Account balance of each such Member is equal to zero; (c) Third, to each Member holding Convertible Preferred Units, in an amount equal to, and in proportion to, the excess, if any, of (i) the sum of the aggregate amount of Profit previously allocated to such Member pursuant to Section 4.1.1(c) and the Unpaid Preferred Contributions of each such Member, over (ii) the aggregate amount of Loss previously allocated to such Member pursuant to this Section 4.1.2(c); (d) Fourth, to each Member holding Convertible Preferred Units, in an amount equal to, and in proportion to, the excess, if any, of (i) the excess of the aggregate amount of Profit previously allocated to such Member pursuant to Section 4.1.1(b) over the amount previously distributed to such Member pursuant to Section 4.3.1(a), over (ii) the aggregate amount of Loss previously allocated to such Member pursuant to this Section 4.1.2(d); and, (e) Thereafter, to the Members holding Common Units, in proportion to the respective number of such Units held by each such Member.1Member.]1

Allocations of Profit and Loss. Except as stated in Article 3 of Appendix A, all Profit and Loss of the Company shall be allocated among the Capital Accounts of the Members in accordance with this Section 4.1. IV.1.1. Profit for any fiscal year shall be allocated to the Members in the following order and priority: (a) First, to each Member holding Common Units, in an amount equal to, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Sections 4.1.2(e), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(a); (b) Second, to each Member holding Convertible Preferred Units, if any, in an amount equal to, and in proportion to: (i) prior to the Triggering Event with respect to such Units, the excess of (1) the aggregate amount previously distributed to such Member pursuant to Section 4.3.1(a), over (2) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(b); , and, (ii) after the Triggering Event with respect to such Units, the excess of (1) the sum of the Accrued Preferred Return of such Member and the aggregate amount of Loss previously allocated to such Member pursuant to Section 4.1.2(d), over (2) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(b); (c) Third, to each Member holding Convertible Preferred Units, in an amount equal to, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Section 4.1.2(c), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(c); (d) Fourth, to XXXX (or and its Permitted Transferee(s))Affiliates, in an amount equal to, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Section 4.1.2(b), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(d); (e) Fifth, to each Member holding Profits Interest Units and/or Common Units, in an amount equal, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Section 4.1.2(a), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(c4.1.1(e); and (f) Thereafter, to each Member holding vested Profits Interest Units and/or Common Units, in proportion to the respective number of such Units held by each such Member. IV.1.2. Subject to the loss limitation rule set forth in Section 3.05 of the Appendix, Loss for any fiscal year shall be allocated to the Members in the following order and priority: (a) First, to the Members holding vested Profits Interest Units and/or Common Units, in proportion to the respective number of such Units held by each such Member until the Capital Account balance of each such Member with respect to such Units is equal to zero; provided that, prior to the Equity Financing Threshold Date, no Loss shall be allocated to XXXX (or its Permitted Transferee(s)) Affiliates pursuant to this Section 4.1.2 which shall cause the ratio of the aggregate Capital Account balances of such Members over the aggregate Capital Account balances of all of the Members to be less than the Percentage Threshold; (b) Second, to XXXX (or and its Permitted Transferee(s))Affiliates, in proportion to their respective Units until the Capital Account balance of each such Member is equal to zero; (c) Third, to each Member holding Convertible Preferred Units, if any, in an amount equal to, and in proportion to, the excess, if any, of (i) the sum of the aggregate amount of Profit previously allocated to such Member pursuant to Section 4.1.1(c) and the Unpaid Preferred Contributions of each such Member, over (ii) the aggregate amount of Loss previously allocated to such Member pursuant to this Section 4.1.2(c); (d) Fourth, to each Member holding Convertible Preferred Units, if any, in an amount equal to, and in proportion to, the excess, if any, of (i) the excess of the aggregate amount of Profit previously allocated to such Member pursuant to Section 4.1.1(b) over the amount previously distributed to such Member pursuant to Section 4.3.1(a), over (ii) the aggregate amount of Loss previously allocated to such Member pursuant to this Section 4.1.2(d); and, (e) Thereafter, to the Members holding Common Units, in proportion to the respective number of such Units held by each such Member.1