Common use of Book Allocations Clause in Contracts

Book Allocations. Except as otherwise expressly provided in this Agreement, after giving effect to the allocations set forth in Section 2 of Exhibit C hereto and Section 6.01(d), for purposes of computing Capital Accounts and allocating any items of income, gain, loss or deduction thereto, with respect to each Accounting Period, all items of income, gain, loss or deduction of the Partnership as determined by the General Partner (the “Allocable Items”) shall be allocated as follows: (i) First, to each Partner holding any Preferred Units for the entire applicable calendar quarter Accounting Period (a “Quarter”) with a Shortfall, a preferred allocation of items of income or gain until the amounts allocated pursuant to this Section 5.04(a)(i) equal such Partner’s Catch-Up Allocations; provided that the aggregate amounts allocated in any Quarter pursuant to this Section 5.04(a)(i) for all Partners shall not exceed the Available Cash for such Quarter. (ii) Second, to each Partner holding any Preferred Units for an entire Quarter, a preferred allocation of items of income or gain until the amounts allocated pursuant to this Section 5.04(a)(ii) equal the Maximum Distribution applicable to such Preferred Units (such allocation, the “Preferred Allocation”); provided that no Preferred Allocation shall be made in respect of any such Preferred Unit that is an APREU unless the Distribution Conditions (as such term is defined in the applicable award documentation for the applicable holder) for such Preferred Unit have been met; no Preferred Allocation for a Quarter shall be made with respect to Preferred Units that were outstanding for less than the full duration of such Quarter; and the aggregate amounts allocated in any Quarter pursuant to Section 5.04(a)(i) and this Section 5.04(a)(ii) for all Partners shall not exceed the Available Cash for such Quarter.

Book Allocations. Except as otherwise expressly provided in this Agreement, after giving effect to the allocations set forth in Section 2 of Exhibit C D hereto and Section 6.01(d), for purposes of computing Capital Accounts and allocating any items of income, gain, loss or deduction thereto, with respect to each Accounting Period, all items of income, gain, loss or deduction of the Partnership as determined by the General Partner (the “Allocable Items”) shall be allocated as follows: (i) First, to each Partner holding any Preferred Units for the entire applicable calendar quarter Accounting Period (a “Quarter”) with a Shortfall, a preferred allocation of items of income or gain until the amounts allocated pursuant to this Section 5.04(a)(i) equal such Partner’s Catch-Up Allocations; provided that the aggregate amounts allocated in any Quarter pursuant to this Section 5.04(a)(i) for all Partners shall not exceed the Available Cash for such Quarter. (ii) Second, to each Partner holding any Preferred Units for an entire Quarter, a preferred allocation of items of income or gain until the amounts allocated pursuant to this Section 5.04(a)(ii) equal the Maximum Distribution applicable to such Preferred Units (such allocation, the “Preferred Allocation”); provided that no Preferred Allocation shall be made in respect of any such Preferred Unit that is an APREU unless the Distribution Conditions (as such term is defined in the applicable award documentation for the applicable holder) for such Preferred Unit have been met; no Preferred Allocation for a Quarter shall be made with respect to Preferred Units that were outstanding for less than the full duration of such Quarter; and the aggregate amounts allocated in any Quarter pursuant to Section 5.04(a)(i) and this Section 5.04(a)(ii) for all Partners shall not exceed the Available Cash for such Quarter.

Book Allocations. Except as otherwise expressly provided in this Agreement, after giving effect to the allocations set forth in Section 2 of Exhibit C D hereto and Section 6.01(d), for purposes of computing Capital Accounts and allocating any items of income, gain, loss or deduction thereto, with respect to each Accounting Period, all items of income, gain, loss or deduction of the Partnership as determined by the General Partner (the “Allocable ItemsNet Profits”) shall be allocated as follows: (i) First, to each Partner Partners holding any a Preferred Units Unit for the entire applicable calendar quarter Accounting Period (a “Quarter”) with a Shortfall), a preferred allocation of items the Net Profits for each such Quarter in an amount equal to a percentage of income or gain until the amounts allocated pursuant to this Section 5.04(a)(ieach Allocation Amount (as defined below) equal such Partner’s Catch-Up Allocations; provided that the aggregate amounts allocated in any Quarter pursuant to this Section 5.04(a)(i) for all Partners shall not exceed the Available Cash for such Quarter. (ii) Second, to each Partner holding any Preferred Units for an entire Quarter, a preferred allocation of items of income or gain until the amounts allocated pursuant to this Section 5.04(a)(ii) equal the Maximum Distribution applicable to such Preferred Units Units; provided that each such Preferred Unit is outstanding as of the date such preferred allocation is made (such allocation, the “Preferred AllocationDistribution”); provided that no Preferred Allocation shall be made in respect of any such , and if the Preferred Unit that is an APREU unless APPSU, APPSI, APPSE, APREU, or APRPU, the Distribution Conditions (as such term is defined in the applicable award documentation for the applicable holder) for such Preferred Unit have been met; no . No Preferred Allocation Distribution for a Quarter shall be made with respect allocated to Preferred Units that were outstanding for a partial quarter. a. The Preferred Distribution per Quarter shall be .6875% (which is two and three-fourths percent (2.75%) per calendar year) or as otherwise set forth in the Partner’s applicable award documentation (the “Maximum Distribution”). b. For purposes of this Section only, the Allocation Amount shall be: (i) the result of multiplying each outstanding PPSU, PPSI, PPSE, PLPU, APPSU, APPSI, and APPSE by the applicable price used by the General Partner to determine the award of such Unit; and (ii) the Post-Termination Amount associated with each outstanding PREU, PRPU, APREU, and APRPU. c. In the event the Preferred Distribution for such Preferred Units for a Quarter is less than the full duration Maximum Distribution (the “Shortfall”), such Preferred Units shall be entitled to a catch-up allocation for the succeeding Quarter(s) with respect to the same calendar year in an amount equal to the Shortfall until such Shortfall is met (the “Catch-Up Distribution”), provided that (x) such Preferred Units are outstanding as of the date such Catch-Up Distribution is made; (y) such Catch-Up Distribution may be made only to the extent of Net Profits; and (z) no Catch-Up Distributions may be made with respect to prior calendar years. It is understood that allocations for a Quarter are expected to be made in the succeeding Quarter (i.e., a fourth Quarter allocation would be distributed following the calendar year-end) and that Net Profits for a Quarter shall be allocated first to Catch-Up Distributions (if any) before Preferred Distributions. d. For avoidance of doubt, the Preferred Units do not participate in distributions other than with respect to, as applicable, the Preferred Distribution and the Catch-Up Distribution. (ii) Second, for purposes of computing Capital Accounts with respect to a Quarter, the balance of the Net Profits, if any, shall be allocated to the Capital Accounts of the Partners in proportion to their Percentage Interest (excluding Preferred Units) as of the end of such QuarterAccounting Period; provided that any and all items of income, gain, loss or deduction to the aggregate amounts extent resulting from a Special Item will be allocated entirely to the Capital Accounts of the Limited Partnership Interests (other than the Special Voting Limited Partnership Interest and Preferred Units), pro rata in any Quarter proportion to the number of Units (excluding Preferred Units) underlying such Interests or in other proportion as determined by a Majority in Interest (it being the intention that, in all cases, BGC Partners, as the holder of the Special Voting Limited Partner Interests or otherwise, shall not bear the benefits and burdens of the Special Item). (iii) For avoidance of doubt, as to AREUs, ARPUs, APSUs, and APSIs: (A) only net losses as are determined by the General Partner shall be allocable with respect to such Units; (B) the definition of “Percentage Interest” shall exclude such Units solely for purposes of calculating net profits as determined by the General Partner pursuant to Section 5.04(a)(i5.04; and (C) and this Section 5.04(a)(ii) for all Partners 6.01 shall not exceed the Available Cash for apply to such QuarterUnits.

Book Allocations. Except as otherwise expressly provided in this Agreement, after giving effect to the allocations set forth in Section 2 of Exhibit C D hereto and Section 6.01(d), for purposes of computing Capital Accounts and allocating any items of income, gain, loss or deduction thereto, with respect to each Accounting Period, all items of income, gain, loss or deduction of the Partnership as determined by the General Partner (the “Allocable Items”) shall be allocated as follows: (i) First, to each Partner holding any Preferred Units for the entire applicable calendar quarter Accounting Period (a “Quarter”) with a Shortfall, a preferred allocation of items of income or gain until the amounts allocated pursuant to this Section 5.04(a)(i) equal such Partner’s Catch-Up Allocations; provided that the aggregate amounts allocated in any Quarter pursuant to this Section 5.04(a)(i) for all Partners shall not exceed the Available Cash for such Quarter. (ii) Second, to each Partner holding any Preferred Units for an entire Quarter, a preferred allocation of items of income or gain until the amounts allocated pursuant to this Section 5.04(a)(ii) equal the Maximum Distribution applicable to such Preferred Units (such allocation, the “Preferred Allocation”); provided that no Preferred Allocation shall be made in respect of any such Preferred Unit that is an APREU unless the Distribution Conditions (as such term is defined in the applicable award documentation for the applicable holder) for such Preferred Unit have been met; no Preferred Allocation for a Quarter shall be made with respect to Preferred Units that were outstanding for less than the full duration of such Quarter; and the aggregate amounts allocated in any Quarter pursuant to Section 5.04(a)(i) and this Section 5.04(a)(ii) for all Partners shall not exceed the Available Cash for such Quarter. (A) The “Maximum Distribution” per Quarter shall be (x) 0.6875% (which is equivalent to two and three-fourths percent (2.75%) per calendar year) or as otherwise set forth in the Partner’s applicable award documentation multiplied by (y) the Allocation Amount. (B) For purposes of this Section only, the “Allocation Amount” shall be the sum of: (i) the result of summing the number of outstanding PPSUs, PPSIs, PPSEs and PLPUs, in each case multiplied by the applicable price used by the General Partner to determine the award of such Unit (provided that, with respect to any PPSU, PPSI, PPSE or PLPU that is a Legacy Unit, the applicable price used by the General Partner to determine the award of such Legacy Unit shall be apportioned in the Holdings Partnership Division between such Legacy Unit, on the one hand, and the Newmark Holdings Legacy Unit issued in the Holdings Partnership Division in respect of such Legacy Unit, on the other hand, based on the Relative Value of BGC and Newmark, such that the sum of such applicable prices for such Legacy Unit and Newmark Holdings Legacy Unit immediately following the Holdings Partnership Division shall equal the applicable price for such Legacy Unit immediately prior to the Holdings Partnership Division); and (ii) the result from summing the Restricted Partnership Unit Post-Termination Amount or REU Post-Termination Amount, as applicable, associated with each outstanding PREU, PRPU and APREU. (C) In the event the Available Cash for any Quarter is less than the Maximum Distribution for such Quarter (a Preferred Unit’s share of any such difference, the “Shortfall”), then, in the succeeding Quarter(s) of the same calendar year, a catch-up allocation shall be made pursuant to Section 5.04(a)(i) in an amount equal to the Shortfall until such Shortfall is met (the “Catch-Up Allocation”); provided that (x) such Catch-Up Allocation may be made only to the extent of Net Profits; and (y) no Catch-Up Allocation may be made with respect to prior calendar years. (D) The Preferred Units do not participate in distributions pursuant to Section 6.01 other than with respect to, as applicable, the Preferred Allocation and the Catch-Up Allocation. (iii) Third, the balance of the Allocable Items, if any, shall be allocated to the Capital Accounts of the Partners in proportion to their Percentage Interest as of the end of the applicable Accounting Period; provided that any and all items of income, gain, loss or deduction to the extent resulting from a Special Item will be allocated entirely to the Capital Accounts of the Limited Partnership Interests (other than the Non-Participating Units), pro rata in proportion to the number of Units underlying such Limited Partnership Interests or in other proportion as determined by a Majority in Interest (it being the intention that, in all cases, BGC Partners, as the indirect holder of the Special Voting Limited Partner Interests or otherwise, shall not bear the benefits and burdens of the Special Item); provided, further, that for so long as, and until, the Distribution Conditions (as such term is defined in the applicable award documentation for the applicable holder of any AREU, ARPU and APSU) are met, if ever (A) only net losses as are determined by the General Partner shall be allocable with respect to such Unit pursuant to Section 5.04; and (B) the definition of “Percentage Interest” shall exclude such Unit solely for purposes of calculating net profits as determined by the General Partner pursuant to Section 5.04. For purposes of the foregoing, except as may be otherwise agreed by the General Partner and the holders of a Majority in Interest, items of income, gain, loss and deductions of the Partnership allocable to the Partners shall be calculated in the same manner in which such items are calculated for federal income tax purposes with the following adjustments: (i) items of gain, loss and deduction shall be computed based on the Book Values of the Partnership’s assets rather than upon the assets’ adjusted bases for federal income tax purposes; (ii) the amount of any adjustment to the Book Value of any assets of the Partnership pursuant to Section 743 of the Code shall not be taken into account; (iii) any tax exempt income received by the Partnership shall be taken into account as an item of income; and (iv) any expenditure of the Partnership described in Section 705(a)(2)(B) of the Code and any expenditure considered to be an expenditure described in Section 705(a)(2)(B) of the Code pursuant to Treasury Regulations under Section 704(b) of the Code shall be treated as a deductible expense. The General Partner may, with the consent of a Majority in Interest, make such other adjustments to the calculation of items of income, gain, loss and deduction as it deems appropriate to more properly reflect the income or loss of the Partnership.

Book Allocations. Except as otherwise expressly provided in this Agreement, after giving effect to the allocations set forth in Section 2 of Exhibit C hereto and Section 6.01(d), for purposes of computing Capital Accounts and allocating any items of income, gain, loss or deduction thereto, with respect to each -45- Accounting Period, all items of income, gain, loss or deduction of the Partnership as determined by the General Partner (the “Allocable Items”) shall be allocated as follows: (i) First, to each Partner holding any Preferred Units for the entire applicable calendar quarter Accounting Period (a “Quarter”) with a Shortfall, a preferred allocation of items of income or gain until the amounts allocated pursuant to this Section 5.04(a)(i) equal such Partner’s Catch-Up Allocations; provided that the aggregate amounts allocated in any Quarter pursuant to this Section 5.04(a)(i) for all Partners shall not exceed the Available Cash for such Quarter. (ii) Second, to each Partner holding any Preferred Units for an entire Quarter, a preferred allocation of items of income or gain until the amounts allocated pursuant to this Section 5.04(a)(ii) equal the Maximum Distribution applicable to such Preferred Units (such allocation, the “Preferred Allocation”); provided that no Preferred Allocation shall be made in respect of any such Preferred Unit that is an APREU unless the Distribution Conditions (as such term is defined in the applicable award documentation for the applicable holder) for such Preferred Unit have been met; no Preferred Allocation for a Quarter shall be made with respect to Preferred Units that were outstanding for less than the full duration of such Quarter; and the aggregate amounts allocated in any Quarter pursuant to Section 5.04(a)(i) and this Section 5.04(a)(ii) for all Partners shall not exceed the Available Cash for such Quarter. (A) The “Maximum Distribution” per Quarter shall be (x) 0.6875% (which is equivalent to two and three-fourths percent (2.75%) per calendar year) or as otherwise set forth in the Partner’s applicable award documentation multiplied by (y) the Allocation Amount. (B) For purposes of this Section only, the “Allocation Amount” shall be the sum of: (i) the result of summing the number of outstanding PPSUs, PPSIs, PPSEs and PLPUs, in each case multiplied by the applicable price used by the General Partner to determine the award of such Unit (provided that, with respect to any PPSU, PPSI, PPSE or PLPU that is a Legacy Unit, the applicable price used by the General Partner of BGC Holdings to determine the award of the BGC Holdings Unit for which such Legacy Unit was issued in the Holdings Partnership Division shall be apportioned in the Holdings Partnership Division between such BGC Holding Unit, on the one hand, and such Legacy Unit, on the other hand, based on the Relative Value of BGC and Newmark, such that the sum of such applicable prices for such BGC Holdings Unit and such Legacy Unit immediately following the Holdings Partnership Division shall equal the applicable price for such BGC Holding Unit immediately prior to the Holdings Partnership Division ); and (ii) the result from summing the Restricted Partnership Unit Post-Termination Amount or REU Post-Termination Amount, as applicable, associated with each outstanding PREU, PRPU and APREU. (C) In the event the Available Cash for any Quarter is less than the Maximum Distribution for such Quarter (a Preferred Unit’s share of any such difference, the “Shortfall”), then, in the succeeding Quarter(s) of the same calendar year, a catch-up allocation shall be made pursuant to Section 5.04(a)(i) in an amount equal to the Shortfall until such Shortfall is met (the “Catch-Up Allocation”); provided that (x) such Catch-Up Allocation may be made only to the extent of Net Profits; and (y) no Catch-Up Allocation may be made with respect to prior calendar years. (D) The Preferred Units do not participate in distributions pursuant to Section 6.01 other than with respect to, as applicable, the Preferred Allocation and the Catch-Up Allocation. (iii) Third, the balance of the Allocable Items, if any, shall be allocated to the Capital Accounts of the Partners in proportion to their Percentage Interest as of the end of the applicable Accounting Period; provided that for so long as, and until, the Distribution Conditions (as such term is defined in the applicable award documentation for the applicable holder of any AREU, ARPU and APSU) are met, if ever, (A) only net losses as are determined by the General Partner shall be allocable with respect to such Unit pursuant to Section 5.04 and (B) the definition of “Percentage Interest” shall exclude such Unit solely for purposes of calculating net profits as determined by the General Partner pursuant to Section 5.04. For purposes of the foregoing, except as may be otherwise agreed by the General Partner and the holders of a Majority in Interest, items of income, gain, loss and deductions of the Partnership allocable to the Partners shall be calculated in the same manner in which such items are calculated for federal income tax purposes with the following adjustments: (i) items of gain, loss and deduction shall be computed based on the Book Values of the Partnership’s assets rather than upon the assets’ adjusted bases for federal income tax purposes; (ii) the amount of any adjustment to the Book Value of any assets of the Partnership pursuant to Section 743 of the Code shall not be taken into account; (iii) any tax exempt income received by the Partnership shall be taken into account as an item of income; and (iv) any expenditure of the Partnership described in Section 705(a)(2)(B) of the Code and any expenditure considered to be an expenditure described in Section 705(a)(2)(B) of the Code pursuant to Treasury Regulations under Section 704(b) of the Code shall be treated as a deductible expense. The General Partner may, with the consent of a Majority in Interest, make such other adjustments to the calculation of items of income, gain, loss and deduction as it deems appropriate to more properly reflect the income or loss of the Partnership.