Common use of Profits and Losses Clause in Contracts

Profits and Losses. After giving effect to the special allocation provisions set forth in Section 4.2 which special allocations shall take precedence over any allocations made pursuant to this Section 4.1, (a) the Partnership's Net Income for each Fiscal Period of the Partnership shall be allocated as follows: (i) First, to each Holder of a Partnership Preferred Security in an amount equal to the excess, if any, of (x) all Net Losses, if any, allocated to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the Distributions accumulated on the Partnership Preferred Securities from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any Fiscal Period shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, among the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account balances of such Holders are reduced to zero. (iii) Any remaining Net Loss shall be allocated to the General Partner.

Profits and Losses. (a) After giving effect to the special allocation provisions allocations set forth in Section 4.2 which special allocations Sections 4.3, 4.4, 4.5, 4.6, 4.7 and 4.10 hereof, the Partners shall take precedence over any allocations made pursuant to this Section 4.1, (a) the Partnership's Net Income for each Fiscal Period of the Partnership shall be allocated share Profits and Losses as follows: (i) First, to each Holder of a Partnership Preferred Security in an amount equal Profits shall be allocated among the Partners as follows: (A) Profits shall first be allocated to the excessGeneral Partners to offset any prior allocations of Loss made to the General Partners under Section 4.1(a)(ii)(B) hereof which have not previously been offset. (B) Thereafter, if anyProfits shall be allocated to the Partners to offset any prior allocations of Loss made to the Partners under Section 4.1(a)(ii)(A) which have not previously been offset. (C) Thereafter, Profits shall be allocated 2% to Cogentrix GP and 98% to Cogentrix LP until the aggregate cumulative Profits allocated to Cogentrix GP and Cogentrix LP under this subsection (C) equals the excess of (xI) all Net Losses, if any, allocated Cumulative Distributions to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below Cogentrix over (yII) the amount sum of Net IncomeCumulative Distributions to VF and the Cogentrix Investment. (D) Thereafter, if any, Profits shall be allocated among the Partners in proportion to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periodstheir Partnership Percentages. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the Distributions accumulated on the Partnership Preferred Securities from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders Losses shall be allocated among such Holders in proportion the Partners as follows: (A) Losses shall first be allocated to the number of Partnership Preferred Securities held by such HoldersPartners in accordance with their positive Capital Accounts. (iiiB) Any remaining Net Income Thereafter, Losses shall be allocated to the General PartnerPartners in the proportion of their Partnership Percentages. For Federal income tax purposes, each item of income, gain, loss, deduction or credit entering into the computation of the Partnership's taxable income shall be allocated in the same proportion. (b) The Partnership's Net Loss for any Fiscal Period Profits and Losses of the Partnership shall be unanimously determined by the Management Committee and shall be allocated as follows: described in Section 4.1(a) (i) Firstat the end of each fiscal quarter, to (ii) upon the General Partner until the balance transfer of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount Partnership Interest of Net Losses allocated to the General any Partner pursuant to this Section 4.1(b)(iArticle VIII, (iii) shall not exceed upon the sum Withdrawal of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General any Partner pursuant to this Section 4.1. Article IX, (iiiv) Second, among upon the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account balances admission of such Holders are reduced to zero. (iii) Any remaining Net Loss shall be allocated any Partner to the General PartnerPartnership pursuant to Article IX and (vi) at such other times that the Management Committee may determine.

Profits and Losses. After giving effect to the special allocation provisions allocations set forth in Sections 4.2 and 4.3 and subject to further modification by Section 4.2 4.4, which special allocations shall take precedence over any allocations made pursuant to this Section 4.1, (a) the PartnershipCitizens Capital's Net Income for each Fiscal Period of the Partnership Citizens Capital shall be allocated as follows: (i) First, among Holders of Partnership Preferred Securities, as of the close of business on the record date for such Fiscal Period, an amount of Net Income equal to the excess of (x) the Distributions accrued on each Holder's Partnership Preferred Securities from the first Closing Date through and including the close of business on the record date for such Fiscal Period, including any Additional Distributions payable with respect thereto, over (y) the amount of Net Income allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods, including any Additional Distributions payable with respect thereto. (ii) Second, to each Holder of a Partnership Preferred Security in an amount equal to the excess, if any, excess of (x) all Net Losses, if any, allocated to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the Distributions accumulated on the Partnership Preferred Securities from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The PartnershipCitizens Capital's Net Loss for any Fiscal Period shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, among the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account balances of such Holders are reduced to zero, provided, however, that the General Partner shall make appropriate adjustments in these allocations, in accordance with Section 4.1(c), with respect to any Partnership Preferred Securities as to which Net Income has been allocated with respect to Distributions that accrued but were not paid. (iii) Any remaining Net Loss shall be allocated to the General Partner. (c) The General Partner shall make such changes to the allocations in Sections 4.1(a) and 4.1(b) as it deems reasonably necessary so that, in the year of Citizens Capital's liquidation, amounts distributed to the Partnership Preferred Security Holders in accordance with Section 11.4(ii) shall equal their Liquidation Distributions.

Profits and Losses. (a) After giving effect to the special allocation provisions allocations set forth in Section 4.2 which special allocations Sections 4.3, 4.4, 4.5, 4.6, 4.7 and 4.10 hereof, the Partners shall take precedence over any allocations made pursuant to this Section 4.1, (a) the Partnership's Net Income for each Fiscal Period of the Partnership shall be allocated share Profits and Losses as follows: (i) First, to each Holder of a Partnership Preferred Security in an amount equal Profits shall be allocated among the Partners as follows: (A) Profits shall first be allocated to the excessGeneral Partners to offset any prior allocations of Loss made to the General Partners under Section 4.1(a)(ii)(B) hereof which have not previously been offset. (B) Thereafter, if anyProfits shall be allocated to the Partners to offset any prior allocations of Loss made to the Partners under Section 4.1(a)(ii)(A) which have not previously been offset. (C) Thereafter, Profits shall be allocated 2% to Cogentrix GP and 98% to Cogentrix LP until the aggregate cumulative Profits allocated to Cogentrix GP and Cogentrix LP under this subsection (C) equals the excess of (xI) all Net Losses, if any, allocated Cumulative Distributions to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below Cogentrix over (yII) the amount sum of Net IncomeCumulative Distributions to VF and the Cogentrix Investment. (D) Thereafter, if any, Profits shall be allocated among the Partners in proportion to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periodstheir Partnership Percentages. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the Distributions accumulated on the Partnership Preferred Securities from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders Losses shall be allocated among such Holders in proportion the Partners as follows: (A) Losses shall first be allocated to the number of Partnership Preferred Securities held by such HoldersPartners in accordance with their positive Capital Accounts. (iiiB) Any remaining Net Income Thereafter, Losses shall be allocated to the General PartnerPartners in the proportion of their Partner ship Percentages. For Federal income tax purposes, each item of income, gain, loss, deduction or credit entering into the computation of the Partnership's taxable income shall be allocated in the same proportion. (b) The Partnership's Net Loss for any Fiscal Period Profits and Losses of the Partnership shall be unanimously determined by the Management Committee and shall be allocated as follows: described in Section 4.1(a) (i) Firstat the end of each fiscal quarter, to (ii) upon the General Partner until the balance transfer of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount Partnership Interest of Net Losses allocated to the General any Partner pursuant to this Section 4.1(b)(iArticle VIII, (iii) shall not exceed upon the sum Withdrawal of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General any Partner pursuant to this Section 4.1. Article IX, (iiiv) Second, among upon the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account balances admission of such Holders are reduced to zero. (iii) Any remaining Net Loss shall be allocated any Partner to the General PartnerPartnership pursuant to Article IX and (vi) at such other times that the Management Committee may determine.

Profits and Losses. After giving effect to the special allocation provisions set forth in Section 4.2 4.2, which special allocations shall take precedence over any allocations made pursuant to this Section 4.1, (a) the The Partnership's Net Income for each Fiscal Period of the Partnership shall be allocated as follows: (i) First, to each Holder of a Partnership Preferred Security in an amount equal to the excess, if any, of (x) all the amount of Net Losses, if any, allocated to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the Distributions accumulated accrued on the Partnership Preferred Securities from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any Fiscal Period shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, among the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account balances of such Holders are reduced to zero. (iii) Any remaining Net Loss shall be allocated to the General Partner.

Profits and Losses. After giving effect to the special allocation provisions set forth in Section 4.2 4.2, which special allocations shall take precedence over any allocations made pursuant to this Section 4.1,: (a) the Partnership's Net Income for each Fiscal Period of the Partnership shall be allocated as follows: (i) First, to each Holder of a Partnership Preferred Security in an amount equal to the excess, if any, of (x) all Net Losses, if any, allocated to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess excess, if any, of (x) the Distributions accumulated accrued on the Partnership Preferred Securities from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any Fiscal Period shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, among the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account balances of such Holders are reduced to zero. (iii) Any remaining Net Loss shall be allocated to the General Partner.

Profits and Losses. After giving effect to the special allocation provisions set forth in Section 4.2 4.2, which special allocations shall take precedence over any allocations made pursuant to this Section 4.1, (a) the Partnership's Net Income for each Fiscal Period of the Partnership shall be allocated as follows: (i) First, to each Holder of a Partnership Preferred Security in an amount equal to the excess, if any, of (x) all the amount of Net Losses, if any, allocated to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the Distributions accumulated accrued on the Partnership Preferred Securities from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any Fiscal Period shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, among the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account balances of such Holders are reduced to zero. (iii) Any remaining Net Loss shall be allocated to the General Partner.

Profits and Losses. After giving effect For purposes of applying this Section 6.1, a Partner's Capital Account balance shall be deemed to be increased by such Partner's share of (i) the special allocation provisions set forth in Section 4.2 which special allocations shall take precedence over any allocations made for such Fiscal Year pursuant to this Sections 6.2(g) and 6.2(h) and (ii) any Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain remaining after such allocation as determined 120 under the Regulations under Code Section 4.1,704(b). Subject to Section 6.2, Profits and Losses shall be allocated in the following order of priority: (a) the Partnership's Net Income for each Fiscal Period of the Partnership Any Profits shall be allocated as follows: (i) First1. first, to each Holder of a Partnership Preferred Security any Partner previously allocated losses under Section 6.l(b) below, Profits shall be allocated ratably and in an amount the inverse order to the manner in which such Losses were allocated, until the cumulative Profits allocated pursuant to this Section 6.l(a)(i) for the current and all prior Fiscal Years are equal to the excesscumulative Losses allocated pursuant to Section 6.l(b) hereof for all prior Fiscal Years; 2. second, if anyto Sonesta until the aggregate Profits allocated to Sonesta pursuant to this Subsection 6.1(a)(2) equal the aggregate amount paid to Sonesta under Section 7.1(c) relating to the Sonesta Preferred Distribution and under Section 7.1(e) relating to Sonesta's Subordinated Return; and 3. thereafter, Profits shall be allocated to the Partners in proportion to their respective Percentage Interests. (b) Any Losses shall be allocated: 1. first, to the Partners to the extent and in proportion to any Profits allocated to the Partners pursuant to Section 6.1(a)(3); 2. second, to Sonesta to the extent of (x) all Net Lossesany Profits, if any, allocated to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period it pursuant to Section 4.1(b)(ii) below over (y) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods.6.1(a)(2); (ii) Second3. third, to the Holders Fortune Partners to the extent that the balance in the Fortune Partners' Capital Account exceeds their Unreturned Capital (a "FORTUNE EXCESS BALANCE"), in the proportion that such Partner's Fortune Excess Balance bears to the Fortune Excess Balances of all of the Partnership Preferred SecuritiesFortune Partners until all of such Fortune Excess Balances are reduced to zero; 4. forth, an amount of Net Income equal to Sonesta to the excess extent that the balance in Sonesta's Capital Account exceeds its Unreturned Capital (a "SONESTA EXCESS BALANCE"), until the Sonesta Excess Balance is reduced to zero; 5. fifth, to the Partners, in proportion to their positive Capital Accounts until such Capital Account balances shall be reduced to zero; 6. sixth, among the Partners that bear the "economic risk of loss" (xas that term is defined in Regulations Section 1.752-2) with respect to Partnership indebtedness, to the Distributions accumulated on the Partnership Preferred Securities from the date of their issuance through and including the last day extent of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders indebtedness in proportion to the number manner in which such Partners share such risk of Partnership Preferred Securities held by such Holders.loss; and (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any Fiscal Period shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second7. Thereafter, among the Holders Partners in proportion to their respective aggregate Capital Account balances, until the Capital Account balances of such Holders are reduced to zeroPercentage Interests. (iii) Any remaining Net Loss shall be allocated to the General Partner.

Profits and Losses. After giving effect to the special ------------------ allocation provisions set forth in Section 4.2 4.2, which special allocations shall take precedence over any allocations made pursuant to this Section 4.1,: (a) the Partnership's Net Income for each Fiscal Period of the Partnership shall be allocated as follows: (i) First, to each Holder of a Partnership Preferred Security in an amount equal to the excess, if any, of (x) all Net Losses, if any, allocated to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess excess, if any, of (x) the Distributions accumulated on the Partnership Preferred Securities from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any Fiscal Period shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, among the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account balances of such Holders are reduced to zero. (iii) Any remaining Net Loss shall be allocated to the General Partner.

Profits and Losses. (a) After giving effect to the special allocation provisions allocations set forth in Section 4.2 which special allocations shall take precedence over 4.3 through Section 4.5, Profits with respect to any allocations made pursuant to this Section 4.1, (a) the Partnership's Net Income for each Fiscal Period of the Partnership fiscal year shall be allocated as follows: (i) FirstProfits shall first be allocated to those Members that have Capital Accounts that are in deficit, in proportion to each Holder of a Partnership Preferred Security in an amount equal their deficits, until there are no remaining deficits; (ii) Any remaining Profits shall be allocated to the excess, if any, of (x) all Net Losses, if any, Class A Member until the aggregate amount allocated to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount of Net Income, if any, allocated to each such Holder Class A Member for all periods pursuant to this Section 4.1(a)(i4.1(a)(ii) in all prior Fiscal Periods. equals the sum of (ii1) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the sum of (I) the Face Amount (as determined without regard to any Non-Liquidating Distributions accumulated on the Partnership Preferred Securities from the date of their issuance through under Section 3.2(a)), (II) any Mandatory Quarterly Distributions that have been paid in cash and including the last day of such Fiscal Period, including (III) any Compounded accrued but unpaid Mandatory Quarterly Distributions payable with respect thereto, over (y) the Initial Face Amount and (2) the aggregate amount of Net Income allocated to the Holders prior allocations of the Partnership Preferred Securities Losses for all periods pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders.4.1(b)(iii); and (iii) Any remaining Net Income Profits shall be allocated to the General PartnerClass B Members in accordance with their Class B Percentages. (b) The Partnership's Net Loss for After giving effect to the special allocations set forth in Section 4.3 through Section 4.5, Losses with respect to any Fiscal Period fiscal year shall be allocated as followsin the following order: (i) First, Losses shall first be allocated to the General Partner Class B Members in proportion to their Class B Percentages until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to under this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of for all Partners plus periods equals the aggregate Net Income amount allocated to the General Partner pursuant to this Section 4.1.4.1(a)(iii) for all periods; (ii) Second, among the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account balances of such Holders are reduced to zero. (iii) Any remaining Net Loss Remaining Losses shall be allocated to the General PartnerClass B Members in proportion to their Capital Accounts as of the Effective Date (determined after taking into account allocations under Section 4.1(d) of items arising through the Effective Date and any Profit or Losses attributable to the revaluation for Book Value purposes of the Company’s assets in connection with the conversion described in Section 2.2(e), but not taking into account any portion of a Capital Account attributable to the contribution associated with the conversion provided for in Section 2.2(e)) until the aggregate amount allocated under this Section 4.1(b)(ii) for all periods equals the excess of (x) the sum of the Members’ Capital Accounts as of the Effective Date (determined as described above) over (y) the aggregate amount of any Non-Liquidating Distributions made after the Effective Date to the Class B Members in proportion to their Class B Percentages; (iii) Remaining Losses shall be allocated to the Class A Members until the aggregate amount allocated under this Section 4.1(b)(iii) for all periods equals the sum of (x) the Face Amount and (y) the aggregate amounts allocated to the Class A Members for all periods under Section 4.1(a)(ii); (iv) Any remaining Losses shall be allocated to the Class B Members in proportion to their Class B Percentages. (c) In the event that there is more than one Class A Member, any allocations to the Class A Members pursuant to this ARTICLE 4 shall be made to the Class A Members in proportion to their Class A Percentages. (d) Notwithstanding the foregoing, (i) Profits and Losses through the Effective Date shall be allocated under the provisions of the Company’s limited liability company agreement as in effect prior to this Agreement and (ii) in no event shall, prior to such time as NSM’s Put Right under Section 8.1 has expired unexercised, an amount of Profits be allocated to NSM that would cause NSM’s Capital Account to exceed the Put Price described in Section 8.1. (e) References to a Member in this Section 4.1 shall be treated as including references to a predecessor or successor to such Member as necessary to effectuate the intent of this Section 4.1.

Profits and Losses. After giving effect to the special allocation provisions set forth in Section 4.2 and Section 4.4, which special allocations shall take precedence over any allocations made pursuant to this Section 4.1, (a) the Partnership's Net Income LLC’s Profits for each Fiscal Period of the Partnership LLC shall be allocated as follows: (i) FirstFIRST, to each Holder of a Partnership Preferred Security the Managing Member in an amount equal to the excess, if any, of (x) all Net Losses, if any, allocated to each such Holder the Managing Member from the date of issuance of the Partnership Managing Member Interest through and including the close of such Fiscal Period pursuant to Section 4.1(b)(iii) below over (y) the amount of Profits, if any, allocated to the Managing Member pursuant to this Section 4.1(a)(i). (ii) SECOND, to the Holders of Preferred Security Securities in an amount equal to the excess, if any, of (x) all Losses, if any, allocated to such Holders from the date of issuance of the Preferred Securities through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount of Net IncomeProfits, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the Distributions accumulated on the Partnership Preferred Securities from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders. (iii) Any THIRD, to the Holders of the Preferred Securities, an amount of Profits equal to the excess of (x) the Preferred Return as of the last day of such Fiscal Period over (y) the amount of Profits allocated to the Holders of the Preferred Securities pursuant to this Section 4.1(a)(iii) in all prior Fiscal Periods. (iv) FOURTH, to the Holder of the Managing Member Interest in an amount equal to the excess, if any, of (x) all Losses, if any, allocated such Holder from the date of issuance of the Managing Member Interest through and including the close of such Fiscal Period pursuant to Section 4.1(b)(i) below over (y) the amount of Profits, if any, allocated to such Holder pursuant to this Section 4.1(a)(iv) in all prior Fiscal Periods. (v) FIFTH, to the Holder of the Managing Member Interest, an amount of Profits equal to the excess of (x) the Common Return of the last day of such Fiscal Period over (y) the amount of Profits allocated to the Holder of the Managing Member Interest pursuant to this Section 4.1(a)(v) in all prior Fiscal Periods. (vi) LAST, any remaining Net Income Profits shall be allocated 50% to the General PartnerHolders of Preferred Securities and 50% to the Managing Member (the “Sharing Ratio”). (b) The Partnership's Net Loss LLC’s Losses for any Fiscal Period shall be allocated as follows: (i) FirstFIRST, to the General Partner Managing Member until the balance of the General Partner's Managing Member’s Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) SecondSECOND, among to the Holders in proportion to their respective aggregate Capital Account balances, of the Preferred Securities until the Capital Account balances of such Holders are reduced to zero. (iii) Any THIRD, any remaining Net Loss shall be allocated to the General PartnerManaging Member.

Profits and Losses. After giving effect 7.1 Prior to the special allocation provisions set forth amendment to this Agreement for the purpose of admitting additional Limited Partners to the Partnership in accordance with Section 5.3(b) hereof, the General Partners shall be allocated, as they may agree between themselves, 99% of each item of income, gain, loss, deduction, and credit (collectively, "Partnership Tax Items" and individually "Partnership Tax Item"). During such period, the Initial Limited Partner shall be allocated 1% of each Partnership Tax Item. At all times thereafter, except as provided in Section 4.2 which special allocations 7.2 and the remainder of this Section, the General Partners shall take precedence over any allocations made pursuant be allocated 1% and the Limited Partners as a class shall be allocated 99% of each Partnership Tax Item. Income recognized by the Partnership upon expiration of Warrants shall be allocated 1% to this Section 4.1,the General Partners and 99% to the non-exercising Limited Partners in proportion to their respective Limited Partnership Interests. (a) 7.2 Upon the Partnership's Net Income for each Fiscal Period total or partial liquidation of the Partnership or the disposition or partial disposition of a Project or Project Interest, income and losses of the Partnership shall be allocated as follows: (i) First, to each Holder of a Partnership Preferred Security in . Income not exceeding an amount equal to the excess, if any, of (x) all Net Losses, if any, allocated to each such Holder from the date of issuance sum of the Partnership Preferred Security through and including the close negative adjusted capital account balances of all Partners with such Fiscal Period pursuant to balances (computed after any distributions made under Section 4.1(b)(ii9.6.2) below over (y) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the Distributions accumulated on the Partnership Preferred Securities from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any Fiscal Period shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, among the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account negative capital account balances of such Holders are reduced and without regard to zero. (iii) Any remaining Net Loss Section 7.3; and income in excess thereof shall be allocated 1% to the General PartnerPartners and 99% to the Limited Partners as a class. Losses not exceeding an amount equal to the sum of the positive adjusted capital account balances of all Partners with such balances (computed after any distributions under Section 9.6.2) shall be allocated among such Partners in proportion to their respective positive adjusted capital account balances and without regard to Section 7.3; and losses in excess thereof shall be allocated 1% to the General Partners and 99% to the Limited Partners as a class. Notwithstanding any other provision of this Agreement, the General Partners shall be allocated at least 1% of each Partnership Tax Item. 7.3 Each Limited Partner shall be allocated the same fractional share of each Partnership Tax Item allocable to Limited Partners as a class as the total number of Limited Partnership Interests owned by him divided by the total number of Limited Partnership Interests outstanding, subject to the following exception. Commencing on January 1, 1984, and thereafter, each Partnership Tax Item allocable to Limited Partners as a class shall be allocated 62 1/2% to holders of Additional Limited Partnership Interests, and 37 1/2% to holders of Limited Partnership Interests acquired prior to January 1, 1984 until the total amount of each Partnership Tax Item allocated to each Additional Limited Partnership Interest equals the total amount of each Partnership Tax Item (including a weighted average of each Partnership Tax Item attributable to Limited Partnership Interests acquired prior to January 1, 1984) allocated to each Partnership Interest acquired prior to January 1, 1984. The weighted average of each Partnership Tax Item attributable to Limited Partnership Interests acquired prior to January 1, 1984 shall be a fraction, the numerator of which is an amount, consisting of the product, for each month until January 1, 1984, of the total amount of that Partnership Tax Item allocated to the group comprised of Limited Partnership Interests purchased through that month times the number of months remaining, including the month in question, until January 1, 1984, and the denominator of which is an amount, consisting of the product, for each month until January 1, 1984, of Limited Partnership Interests purchased through that month times the number of months remaining, including the month in question, until January 1, 1984. As each Partnership Tax Item is so equalized between Limited Partnership Interests acquired prior to January 1, 1984 and Additional Limited Partnership Interests acquired on or subsequent to January 1, 1984, this allocation shall cease as to that Partnership Tax Item. 7.4 In determining whether Partnership Tax Items are realized, paid, accrued, or incurred during any period in which any Limited Partner is a member of the Partnership, such Items shall be allocated on any basis permitted by Section 706(c) of the Internal Revenue Code of 1954, as determined by the General Partners. In the event of the transfer of a Limited Partnership Interest, the distributive share of these Partnership Tax Items (in respect of the Limited Partnership Interest so transferred) shall be allocated between the transferor and the transferee in accordance with this Section.

Profits and Losses. After giving effect to the special allocation provisions set forth in Section 4.2 which special allocations shall take precedence over any allocations made pursuant to this Section 4.1, (a) the Partnership's Net Income for each Fiscal Period of the Partnership shall be allocated as follows: (i) First, to each Holder of a Partnership Preferred Security in an amount equal to the excess, if any, of (x) all Net Losses, if any, allocated to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the Distributions accumulated on the Partnership Preferred Securities from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable pay able with respect thereto, over (y) the amount of Net Income allocated allo cated to the Holders of the Partnership Preferred Securities pursuant pursu ant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any Fiscal Period shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, among the Holders in proportion to their respective respec tive aggregate Capital Account balances, until the Capital Account balances of such Holders are reduced to zero. (iii) Any remaining Net Loss shall be allocated to the General Partner.

Profits and Losses. After giving effect to the special allocation provisions set forth in Section 4.2 4.2, which special allocations shall take precedence over any allocations made pursuant to this Section 4.1, (a) the Partnership's Net Income for each Fiscal Period of the Partnership shall be allocated as follows: (i) First, to each Holder of a Partnership Preferred Security in an amount equal to the excess, if any, of (x) all Net Losses, if any, allocated to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the Distributions accumulated accrued on the Partnership Preferred Securities from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any Fiscal Period shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, among the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account balances of such Holders are reduced to zero. (iii) Any remaining Net Loss shall be allocated to the General Partner.

Profits and Losses. (a) After giving effect to the special allocation provisions allocations set forth in Section 4.2 which special allocations shall take precedence over 4.3 through Section 4.5, Profits with respect to any allocations made pursuant to this Section 4.1, (a) the Partnership's Net Income for each Fiscal Period of the Partnership fiscal year shall be allocated as follows: (i) FirstProfits shall first be allocated to those Members that have Capital Accounts that are in deficit, in proportion to each Holder of a Partnership Preferred Security in an amount equal their deficits, until there are no remaining deficits; (ii) Any remaining Profits shall be allocated to the excess, if any, of (x) all Net Losses, if any, Class A Member until the aggregate amount allocated to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount of Net Income, if any, allocated to each such Holder Class A Member for all periods pursuant to this Section 4.1(a)(i4.1(a)(ii) in all prior Fiscal Periods. equals the sum of (ii1) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the sum of (I) the Face Amount (as determined without regard to any Non-Liquidating Distributions accumulated on the Partnership Preferred Securities from the date of their issuance through under Section 3.2(a)), (II) any Mandatory Quarterly Distributions that have been paid in cash and including the last day of such Fiscal Period, including (III) any Compounded accrued but unpaid Mandatory Quarterly Distributions payable with respect thereto, over (y) the Initial Face Amount and (2) the aggregate amount of Net Income allocated to the Holders prior allocations of the Partnership Preferred Securities Losses for all periods pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders.4.1(b)(iii); and (iii) Any remaining Net Income Profits shall be allocated to the General PartnerClass B Members in accordance with their Class B Percentages. (b) The Partnership's Net Loss for After giving effect to the special allocations set forth in Section 4.3 through Section 4.5, Losses with respect to any Fiscal Period fiscal year shall be allocated as followsin the following order: (i) First, Losses shall first be allocated to the General Partner Class B Members in proportion to their Class B Percentages until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to under this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of for all Partners plus periods equals the aggregate Net Income amount allocated to the General Partner pursuant to this Section 4.1.4.1(a)(iii) for all periods; (ii) Second, among the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account balances of such Holders are reduced to zero. (iii) Any remaining Net Loss Remaining Losses shall be allocated to the General PartnerClass B Members in proportion to their Capital Accounts as of the Effective Date (determined after taking into account allocations under Section 4.1(d) of items arising through the Effective Date and any Profit or Losses attributable to the revaluation for Book Value purposes of the Company’s assets in connection with the conversion described in Section 2.2(e), but not taking into account any portion of a Capital Account attributable to the contribution associated with the conversion provided for in Section 2.2(e)) until the aggregate amount allocated under this Section 4.1(b)(ii) for all periods equals the excess of (x) the sum of the Members’ Capital Accounts as of the Effective Date (determined as described above) over (y) the aggregate amount of any Non-Liquidating Distributions made after the Effective Date to the Class B Members in proportion to their Class B Percentages; (iii) Remaining Losses shall be allocated to the Class A Members until the aggregate amount allocated under this Section 4.1(b)(iii) for all periods equals the sum of (x) the Face Amount and (y) the aggregate amounts allocated to the Class A Members for all periods under Section 4.1(a)(ii); (iv) Any remaining Losses shall be allocated to the Class B Members in proportion to their Class B Percentages. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (c) In the event that there is more than one Class A Member, any allocations to the Class A Members pursuant to this ARTICLE 4 shall be made to the Class A Members in proportion to their Class A Percentages. (d) Notwithstanding the foregoing, (i) Profits and Losses through the Effective Date shall be allocated under the provisions of the Company’s limited liability company agreement as in effect prior to this Agreement and (ii) in no event shall, prior to such time as NSM’s Put Right under Section 8.1 has expired unexercised, an amount of Profits be allocated to NSM that would cause NSM’s Capital Account to exceed the Put Price described in Section 8.1. (e) References to a Member in this Section 4.1 shall be treated as including references to a predecessor or successor to such Member as necessary to effectuate the intent of this Section 4.1.

Profits and Losses. After giving effect 7.1 Prior to the special allocation provisions set forth amendment to this Agreement for the purpose of admitting additional Limited Partners to the Partnership in accordance with Section 5.3(b) hereof, the General Partners shall be allocated, as they may agree between themselves, 99% of each item of income, gain, loss, deduction, and credit (collectively, "Partnership Tax Items" and individually "Partnership Tax Item"). During such period, the Initial Limited Partner shall be allocated 1% of each Partnership Tax Item. At all times thereafter, except as provided in Section 4.2 which special allocations 7.2 and the remainder of this Section, the General Partners shall take precedence over any allocations made pursuant be allocated 1% and the Limited Partners as a class shall be allocated 99% of each Partnership Tax Item. Income recognized by the Partnership upon expiration of Warrants shall be allocated 1% to this Section 4.1,the General Partners and 99% to the non-exercising Limited Partners in proportion to their respective Limited Partnership Interests. (a) 7.2 Upon the Partnership's Net Income for each Fiscal Period total or partial liquidation of the Partnership or the disposition or partial disposition of a Project or Project Interest, income and losses of the Partnership shall be allocated as follows: (i) First, to each Holder of a Partnership Preferred Security in . Income not exceeding an amount equal to the excess, if any, of (x) all Net Losses, if any, allocated to each such Holder from the date of issuance sum of the Partnership Preferred Security through and including the close negative adjusted capital account balances of all Partners with such Fiscal Period pursuant to balances (computed after any distributions made under Section 4.1(b)(ii9.6.2) below over (y) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the Distributions accumulated on the Partnership Preferred Securities from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any Fiscal Period shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, among the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account negative capital account balances of such Holders are reduced and without regard to zero. (iii) Any remaining Net Loss Section 7.3; and income in excess thereof shall be allocated 1% to the General PartnerPartners and 99% to the Limited Partners as a class. Losses not exceeding an amount equal to the sum of the positive adjusted capital account balances of all Partners with such balances (computed after any distributions under Section 9.6.2) shall be allocated among such Partners in proportion to their respective positive adjusted capital account balances and without regard to Section 7.3; and losses in excess thereof shall be allocated 1% to the General Partners and 99% to the Limited Partners as a class. Notwithstanding any other provision of this Agreement, the General Partners shall be allocated at least 1% of each Partnership Tax Item. 7.3 Each Limited Partner shall be allocated the same fractional share of each Partnership Tax Item allocable to Limited Partners as a class as the total number of Limited Partnership Interests owned by him divided by the total number of Limited Partnership Interests outstanding, subject to the following exception. Commencing on January 1, 1985, and thereafter, each Partnership Tax Item allocable to Limited Partners as a class shall be allocated 80% to holders of Additional Limited Partnership Interests, and 20% to holders of Limited Partnership Interests acquired prior to January 1, 1985 until the total amount of each Partnership Tax Item allocated to each Additional Limited Partnership Interest equals the total amount of each Partnership Tax Item (based upon a weighted average of each Partnership Tax Item attributable to Limited Partnership Interests acquired prior to January 1, 1985) allocated to each Partnership Interest acquired prior to January 1, 1985. The weighted average of each Partnership Tax Item attributable to Limited Partnership Interests acquired prior to January 1, 1985 shall be a fraction, the numerator of which is an amount, consisting of the product, for each month until January 1, 1985, of the total amount of that Partnership Tax Item allocated to the group comprised of Limited Partnership Interests purchased through that month times the number of months remaining, including the month in question, until January 1, 1985, and the denominator of which is an amount, consisting of the product, for each month until January 1, 1985, of Limited Partnership Interests purchased through that month times the number of months remaining, including the month in question, with January 1, 1985. As each Partnership Tax Item is so equalized between Limited Partnership Interests acquired prior to January 1, 1985 and Additional Limited Partnership Interests acquired on or subsequent to January 1, 1985, this allocation shall cease as to that Partnership Tax Item. 7.4 In determining whether Partnership Tax Items are realized, paid, accrued, or incurred during any period in which any Limited Partner is a member of the Partnership, such Items shall be allocated on any basis permitted by Section 706(c) of the Internal Revenue Code of 1954, as determined by the General Partners. In the event of the transfer of a Limited Partnership Interest, the distributive share of these Partnership Tax Items (in respect of the Limited Partnership Interest so transferred) shall be allocated between the transferor and the transferee in accordance with this Section.

Profits and Losses. After giving effect 7.1 Prior to the special allocation provisions set forth amendment to this Agreement for the purpose of admitting additional Limited Partners to the Partnership in accordance with Section 5.3(b) hereof, the General Partners shall be allocated, as they may agree between themselves, 99% of each item of income, gain, loss, deduction, and credit (collectively, "Partnership Tax Items" and individually "Partnership Tax Item"). During such period, the Initial Limited Partner shall be allocated 1% of each Partnership Tax Item. At all times thereafter, except as provided in Section 4.2 which special allocations 7.2 and the remainder of this Section, the General Partners shall take precedence over any allocations made pursuant be allocated 1% and the Limited Partners as a class shall be allocated 99% of each Partnership Tax Item. Income recognized by the Partnership upon expiration of Warrants shall be allocated 1% to this Section 4.1,the General Partners and 99% to the non-exercising Limited Partners in proportion to their respective Limited Partnership Interests. (a) 7.2 Upon the Partnership's Net Income for each Fiscal Period total or partial liquidation of the Partnership or the disposition or partial disposition of a Project or Project Interest, income and losses of the Partnership shall be allocated as follows: (i) First, to each Holder of a Partnership Preferred Security in . Income not exceeding an amount equal to the excess, if any, of (x) all Net Losses, if any, allocated to each such Holder from the date of issuance sum of the Partnership Preferred Security through and including the close negative adjusted capital account balances of all Partners with such Fiscal Period pursuant to balances (computed after any distributions made under Section 4.1(b)(ii9.6.2) below over (y) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the Distributions accumulated on the Partnership Preferred Securities from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any Fiscal Period shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, among the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account negative capital account balances of such Holders are reduced and without regard to zero. (iii) Any remaining Net Loss Section 7.3; and income in excess thereof shall be allocated 1% to the General PartnerPartners and 99% to the Limited Partners as a class. Losses not exceeding an amount equal to the sum of the positive adjusted capital account balances of all Partners with such balances (computed after any distributions under Section 9.6.2) shall be allocated among such Partners in proportion to their respective positive adjusted capital account balances and without regard to Section 7.3; and losses in excess thereof shall be allocated 1% to the General Partners and 99% to the Limited Partners as a class. Notwithstanding any other provision of this Agreement, the General Partners shall be allocated at least 1% of each Partnership Tax Item. 7.3 Each Limited Partner shall be allocated the same fractional share of each Partnership Tax Item allocable to Limited Partners as a class as the total number of Limited Partnership Interests owned by him divided by the total number of Limited Partnership Interests outstanding, subject to the following exception. Commencing with the 1982 taxable year, each Partnership Tax Item allocable to Limited Partners as a class shall be allocated 62-1/2% to holders of Additional Limited Partnership Interests, and 37-1/2% to holders of 1981 Partnership Interests until the total amount of each Partnership Tax Item allocated to each Additional Limited Partnership Interest equals the total amount of each Partnership Tax Item (including a weighted average of each 1981 Partnership Tax Item) allocated to each 1981 Partnership Interest. The weighted average of each 1981 Partnership Tax Item shall be a fraction, the numerator of which is a sum, consisting of the product, for each month until January 1, 1982, of the total amount of that Partnership Tax Item allocated to the group comprised of 1981 Limited Partnership Interests purchased through that month times the number of months remaining, including the month in question, until January 1, 1982, and the denominator of which is a sum, consisting of the product, for each month until January 1, 1982, of 1981 Limited Partnership Interests purchased through that month times the number of months remaining, including the month in question, until January 1, 1982. As each Partnership Tax Item is so equalized between 1981 Limited Partnership Interests and Additional Limited Partnership Interests, this allocation shall cease as to that Partnership Tax Item. 7.4 In determining whether Partnership Tax Items are realized, paid, accrued, or incurred during any period in which any Limited Partner is a member of the Partnership, such Items shall be allocated on any basis permitted by Section 706(c) of the Internal Revenue Code of 1954, as determined by the General Partners. In the event of the transfer of a Limited Partnership Interest (other than in the case of a default), the distributive share of these Partnership Tax Items (in respect of the Limited Partnership Interest so transferred) shall be allocated between the transferor and the transferee in accordance with this Section.

Profits and Losses. After giving effect to the special allocation provisions set forth Except as provided in Section 4.2 which special allocations shall take precedence over any allocations made pursuant to this Section 4.14.2, (a) the Partnership's Net Income for each Fiscal Period of the Partnership month shall be allocated as follows: (i) First, to the Holders of each Holder series of a Partnership Preferred Security Securities as of the record date in such month for the payment of Dividends on such series of Preferred Securities in an amount equal to the excess, if any, of (x) all Net Losses, if any, allocated to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the Distributions accumulated all Dividends accrued on the Partnership such series of Preferred Securities (in accordance with the Action creating such series) from the their date of their issuance through and including the last day close of such Fiscal Period, including any Compounded Distributions payable with respect thereto, month over (y) the amount of Net Income allocated to the Holders of the Partnership such series of Preferred Securities pursuant to this Section 4.1(a)(ii4.1(a)(i) in all prior Fiscal Periodsmonths; provided, however, that (A) as to any series of Preferred Securities as to which Dividends are not cumulative, no Dividend shall be deemed to accrue until the Partnership has actually paid (or set aside money to pay) such Dividend and (B) Dividends as to Preferred Securities that are cumulative and are not payable at the end of each month shall be deemed to accrue in a manner consistent with the Action creating such Preferred Securities. Amounts allocated to all Partnership Holders of any series of Preferred Security Holders Securities shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities of such series held by such Holders. (ii) Second, to the Holders of each series of Preferred Securities up to an amount equal to the Loss Carried Forward Amount for such series as of the first day of such month. Amounts allocated to all Holders of any series of Preferred Securities shall be allocated among such Holders in pro- portion to the number of Preferred Securities of such series held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any Fiscal Period calendar month shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, ; provided, however, that the aggregate amount of Net Losses allocated to the General Partner partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 143% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, among to the Holders of each series of Preferred Securities in proportion to their respective the aggregate Capital Account balancesbalances of the Holders of such series of Preferred Securities (calculated taking into account only contributions, distributions and allocations related to such series), until the Capital Account balances of such Holders are reduced to zero; provided, however, that the General Partner shall make appropriate adjustments in these allocations, in accordance with Section 4.1(c) with respect to any Preferred Securities as to which Net Income has been allocated with respect to Dividends that accrued but were not paid. Amounts allocated to the Holders of any series of Preferred Securities shall be allocated among such Holders in proportion to the number of Preferred Securities of such series held by such Holders. (iii) Any remaining Net Loss shall be allocated to the General Partner. (c) The General Partner shall make such changes to the allocations in Sections 4.1(a) and 4.1(b) in the year of the Partnership's liquidation as it deems reasonably necessary so that amounts distributed to the Preferred Security Holders in such year in accordance with Section 11.4(a)(ii) shall equal their Liquidation Distributions; provided, however, that no allocation pursuant to this Section 4.1(c) may result in the General Partner being required to make any capital contributions pursuant to Section 3.1.

Profits and Losses. After giving effect to the special allocation provisions set forth in Section 4.2 which special allocations shall take precedence over any allocations made pursuant to this Section 4.1, (a) the Partnership's Net Income for each Fiscal Period of the Partnership shall be allocated as follows: (i) First, to each Holder of a Partnership Preferred Security in an amount equal to the excess, if any, of (x) all Net Losses, if any, allocated to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders each Holder of the a Partnership Preferred SecuritiesSecurity, an amount of Net Income equal to the excess of (x) the Distributions accumulated accrued on the Partnership Preferred Securities held by such Holder from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities held by such Holder pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any Fiscal Period shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, among the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account balances of such Holders are reduced to zero. (iii) Any remaining Net Loss shall be allocated to the General Partner.

Profits and Losses. After giving effect to the special allocation provisions set forth in Section 4.2 which special allocations shall take precedence over any allocations made pursuant to this Section 4.1, (a) the Partnership's Net Income Profits. Profits for each Fiscal Period of the Partnership any fiscal year (or portion thereof) shall be allocated as followsin the following order and priority: (i) Firstfirst, to each Holder of a Partnership Preferred Security in an amount equal the General Partner, to the excess, if any, of (x) all Net Losses, if any, extent that losses previously allocated to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period General Partner pursuant to Section 4.1(b)(ii4.2(b)(iii) below over (y) the amount of Net Income, if any, for all prior fiscal years or other applicable periods exceed profits previously allocated to each such Holder the General Partner pursuant to this Section 4.1(a)(i4.2(a)(i) in for all prior Fiscal Periods.fiscal years or other applicable periods, (ii) Secondsecond, to Partners holding Series A Preferred Units, to the Holders of extent that losses previously allocated to such Partners pursuant to Section 4.2(b)(ii) below for all prior fiscal years or other applicable 10 periods exceed profits previously allocated to such Partners pursuant to this Section 4.2(a)(ii) for all prior fiscal years or other applicable periods, (iii) third, to Partners holding OP Units other than Series A Preferred Units, to the Partnership extent that losses previously allocated to such Partners pursuant to Section 4.2(b)(i) below for all prior fiscal years or other applicable periods exceed profits previously allocated to such Partners pursuant to this Section 4.2(a)(iii) for all prior fiscal years or other applicable periods, (iv) fourth, to Partners holding Series A Preferred SecuritiesUnits, an amount of Net Income to each such Partner pro rata in proportion to all Series A Preferred Units held by such Partner in proportion to all Series A Preferred Units outstanding, until each such Partner has been allocated profits equal to the excess of (x) the Distributions accumulated on the Partnership Preferred Securities from the date cumulative amount of their issuance through and including Series A Priority Return all such Partners are entitled to receive as of the last day of the current fiscal year or other applicable period or to the date of redemption, to the extent such Fiscal Period, including any Compounded Distributions payable with respect theretoSeries A Preferred Units are redeemed during such period, over (y) the amount of Net Income cumulative profits allocated to the Holders of the Partnership Preferred Securities all such Partners, pursuant to this Section 4.1(a)(ii4.2(a)(iv) in for all prior Fiscal Periods. Amounts allocated fiscal years or other applicable periods, and (v) fifth, with respect to all Partnership OP Units other than Series A Preferred Security Holders shall be allocated among such Holders Units, pro rata in proportion to the number of Partnership OP Units other than Series A Preferred Securities Units, held by each such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any Fiscal Period shall be allocated Partner as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account last day of the period for which such allocation is reduced to zero, being made; provided, however, that the aggregate amount of Net Losses profits allocated to the General Partner any Preferred OP Units pursuant to this Section 4.1(b)(i4.2(b)(v) for any calendar year shall not exceed the sum amount of 14% of Preferred Dividends thereon for that calendar year, and any such excess profits remaining after the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, among the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account balances application of such Holders are reduced to zero. (iii) Any remaining Net Loss limitation shall be allocated to the holders of the Common OP Units, pro rata. (b) Losses. Losses shall be allocated in the following order and priority: (i) first, to the Partners (including the General Partner) holding OP Units, other than Series A Preferred Units, pro rata in proportion to the number of OP Units other than Series A Preferred Units held by each Partner as of the last day of the period for which such allocation is being made without causing any Partner to have an adjusted capital account deficit with respect to such OP Unitx, (ii) second, to the Partners holding any Series A Preferred Units in accordance with the rights of the Series A Preferred Units, without causing any Partner to have an adjusted capital account deficit with respect to such Series A Preferred Units, and (iii) third, to the General Partner. To the extent permitted under Section 704 of the Internal Revenue Code, solely for purposes of allocating profits or losses in any taxable year (or a portion thereof) to Partners holding Series A Preferred Units pursuant to Section 4.2(a) and (b) hereof, items of profit or loss, as the case may be, shall not include depreciation, as adjusted under Regulations Section 1.704-1(b)(2) ("DEPRECIATION"), with respect to properties that are "ceiling limited" in respect of holders of Series A Preferred Units. For purposes of the preceding sentence, Partnership property shall be considered "ceiling limited" in respect of a holder of Series A Preferred Units if Depreciation attributable to such Partnership property which would otherwise be allocable to such Partner, without regard to this paragraph, exceeds Depreciation determined for federal income tax purposes attributable to such Partnership property which would otherwise be allocable to such holder by more than 5%."

Profits and Losses. (a) After giving effect to the special allocation provisions allocations set forth in Section 4.2 which special allocations shall take precedence over 4.3 through Section 4.5, Profits with respect to any allocations made pursuant to this Section 4.1, (a) the Partnership's Net Income for each Fiscal Period of the Partnership fiscal year shall be allocated as follows: (i) FirstProfits shall first be allocated to those Members that have Capital Accounts that are in deficit, in proportion to each Holder of a Partnership Preferred Security in an amount equal their deficits, until there are no remaining deficits; (ii) Any remaining Profits shall be allocated to the excess, if any, of (x) all Net Losses, if any, Class A Member until the aggregate amount allocated to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount of Net Income, if any, allocated to each such Holder Class A Member for all periods pursuant to this Section 4.1(a)(i4.1(a)(ii) in all prior Fiscal Periods. equals the sum of (ii1) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the sum of (I) the Face Amount (as determined without regard to any Non-Liquidating Distributions accumulated on the Partnership Preferred Securities from the date of their issuance through under Section 3.2(a)), (II) any Mandatory Quarterly Distributions that have been paid in cash and including the last day of such Fiscal Period, including (III) any Compounded accrued but unpaid Mandatory Quarterly Distributions payable with respect thereto, over (y) the Initial Face Amount and (2) the aggregate amount of Net Income allocated to the Holders prior allocations of the Partnership Preferred Securities Losses for all periods pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders.4.1(b)(iii); and (iii) Any remaining Net Income Profits shall be allocated to the General PartnerClass B Members in accordance with their Class B Percentages. (b) The Partnership's Net Loss for After giving effect to the special allocations set forth in Section 4.3 through Section 4.5, Losses with respect to any Fiscal Period fiscal year shall be allocated as followsin the following order: (i) First, Losses shall first be allocated to the General Partner Class B Members in proportion to their Class B Percentages until the balance aggregate amount allocated under this Section 4.1(b)(i) for all periods equals the aggregate amount allocated pursuant to Section 4.1(a)(iii) for all periods; (ii) Remaining Losses shall be allocated to the Class B Members in proportion to their Capital Accounts as of the General Partner's Effective Date (determined after taking into account allocations under Section 4.1(d) of items arising through the Effective Date and any Profit or Losses attributable to the revaluation for Book Value purposes of the Company’s assets in connection with the conversion described in Section 2.2(e), but not taking into account any portion of a Capital Account is reduced attributable to zero, provided, however, that the contribution associated with the conversion provided for in Section 2.2(e)) until the aggregate amount allocated under this Section 4.1(b)(ii) for all periods equals the excess of (x) the sum of the Members’ Capital Accounts as of the Effective Date (determined as described above) over (y) the aggregate amount of Net Losses allocated any Non-Liquidating Distributions made after the Effective Date to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, among the Holders Class B Members in proportion to their respective aggregate Capital Account balances, until Class B Percentages; *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the Capital Account balances text. Copies of such Holders are reduced the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to zeroa request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (iii) Any remaining Net Loss Remaining Losses shall be allocated to the General PartnerClass A Members until the aggregate amount allocated under this Section 4.1(b)(iii) for all periods equals the sum of (x) the Face Amount and (y) the aggregate amounts allocated to the Class A Members for all periods under Section 4.1(a)(ii); (iv) Any remaining Losses shall be allocated to the Class B Members in proportion to their Class B Percentages. (c) In the event that there is more than one Class A Member, any allocations to the Class A Members pursuant to this ARTICLE 4 shall be made to the Class A Members in proportion to their Class A Percentages. (d) Notwithstanding the foregoing, (i) Profits and Losses through the Effective Date shall be allocated under the provisions of the Company’s limited liability company agreement as in effect prior to this Agreement and (ii) in no event shall, prior to such time as NSM’s Put Right under Section 8.1 has expired unexercised, an amount of Profits be allocated to NSM that would cause NSM’s Capital Account to exceed the Put Price described in Section 8.1. (e) References to a Member in this Section 4.1 shall be treated as including references to a predecessor or successor to such Member as necessary to effectuate the intent of this Section 4.1.

Profits and Losses. After giving effect 7.1 Prior to the special allocation provisions set forth amendment to this Agreement for the purpose of admitting additional Limited Partners to the Partnership in accordance with Section 5.3 (b) hereof, the General Partners shall be allocated, as they may agree between themselves, 99% of each item of income, gain, loss, deduction, and credit (collectively, "Partnership Tax Items" and individually, "Partnership Tax Item"). During such period, the Initial Limited Partner shall be allocated 1% of each Partnership Tax Item. At all times thereafter, except as provided in Section 4.2 which special allocations 7.2 and the following sentence, the General Partners shall take precedence over be allocated 1% and the Limited Partners as a class shall be allocated 99% of each Partnership Tax Item. The General Partners shall not be allocated any allocations made pursuant income recognized by the Partnership upon the expiration of Warrants; all income recognized by the Partnership upon expiration of Warrants shall be allocated to this Section 4.1,the non-exercising Limited Partners in proportion to their respective Limited Partnership Interests. (a) 7.2 Upon the Partnership's Net Income for each Fiscal Period total or partial liquidation of the Partnership or the disposition or partial disposition of a Project or Project Interest, income and losses of the Partnership shall be allocated as follows: (i) First, to each Holder of a Partnership Preferred Security in . Income not exceeding an amount equal to the excess, if any, of (x) all Net Losses, if any, allocated to each such Holder from the date of issuance sum of the Partnership Preferred Security through and including the close negative adjusted capital account balances of all Partners with such Fiscal Period pursuant to balances (computed after any distributions made under Section 4.1(b)(ii9.6.2) below over (y) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the Distributions accumulated on the Partnership Preferred Securities from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any Fiscal Period shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, among the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account negative capital account balances of such Holders are reduced and without regard to zero. (iii) Any remaining Net Loss Section 7.3; and income in excess thereof shall be allocated 1% to the General PartnerPartner and 99% to the Limited Partners as a class. Losses not exceeding an amount equal to the sum of the positive adjusted capital account balances of all Partners with such balances (computed after any distributions under Section 9.6.2) shall be allocated among such Partners in proportion to their respective positive adjusted capital account balances and without regard to Section 7.3; and losses in excess thereof shall be allocated 1% to the General Partner and 99% to the Limited Partners as a class. 7.3 Each Limited Partner shall be allocated the same fractional share of each Partnership Tax Item allocable to Limited Partners as a class as the total number of Limited Partnership Interests owned by him divided by the total number of Limited Partnership Interests outstanding, subject to the following exception. Commencing with the 1981 taxable year, each Partnership Tax Item allocable to Limited Partners as a class shall be allocated 62 1/2% to holders of Additional Limited Partnership Interests, and 37 1/2% to holders of 1980 Partnership Interests until the total amount of each Partnership Tax Item allocated to each Additional Limited Partnership Interest equals the total amount of each Partnership Tax Item (including a weighted average of each 1980 Partnership Tax Item) allocated to each 1980 Partnership Interest. The weighted average of each 1980 Partnership Tax Item shall be a fraction, the numerator of which is a sum, consisting of the product, for each month until January 1, 1981, of the total amount of that Partnership Tax Item allocated to the group comprised of 1980 Limited Partnership Interests purchased through that month times the number of months remaining, including the month in question, until January 1, 1981, and the denominator of which is a sum, consisting of the product, for each month until January 1, 1981, of 1980 Limited Partnership Interests purchased through that month times the number of months remaining, including the month in question, until January 1, 1981. As each Partnership Tax Item is so equalized between 1980 Limited Partnership Interests and Additional Limited Partnership Interests, this allocation shall cease as to that Partnership Tax Item. 7.4 In determining whether Partnership Tax Items are realized, paid, accrued or incurred during any period in which any Limited Partner is a member of the Partnership, such Items shall be allocated on any basis permitted by Section 706(c) of the Internal Revenue Code of 1954, as determined by the General Partners. In the event of the transfer of a Limited Partnership Interest (other than in the case of a default), the distributive share of these Partnership Tax Items (in respect of the Limited Partnership Interest so transferred) shall be allocated between the transferor and the transferee in accordance with this Section.

Profits and Losses. After giving effect to the special allocation provisions allocations set forth in Section 4.2 which special allocations Sections 5.2 and 5.3 hereof, Profits and Losses for a Fiscal Year or other period shall take precedence over any allocations made pursuant to this Section 4.1,be allocated for both tax and Capital Account purposes, in the following manner: (a) the Partnership's Net Income Profits for each Fiscal Period of the Partnership shall be allocated as follows: (i) First, to each Holder of a Partnership Preferred Security in an amount equal to the excess, if any, of (x) all Net Losses, if any, allocated to each such Holder from the date of issuance of the Partnership Preferred Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below over (y) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders of the Partnership Preferred Securities, an amount of Net Income equal to the excess of (x) the Distributions accumulated on the Partnership Preferred Securities from the date of their issuance through and including the last day of such Fiscal Period, including any Compounded Distributions payable with respect thereto, over (y) the amount of Net Income allocated to the Holders of the Partnership Preferred Securities pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to all Partnership Preferred Security Holders shall be allocated among such Holders in proportion to the number of Partnership Preferred Securities held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any Fiscal Period Year shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses Profits allocated to the General Partner pursuant to this Section 4.1(b)(i5.1(a)(i) shall not exceed for the sum of 14% of current and each prior Fiscal Year is equal to the total capital contributions of all Partners plus the aggregate Net Income Losses allocated to the General Partner pursuant to this Section 4.1.5.1(b)(vi) during all prior periods; (ii) Second, among 2% to the Holders General Partner and 98% to the Common Limited Partners to the extent of, and in an amount equal to, the Losses allocated to such Partners pursuant to Section 5.l(b)(v) during all prior Fiscal Years until the aggregate Profits allocated to such Partners pursuant to this Section 5.l(a)(ii) for the current and each prior Fiscal Year is equal to the Losses allocated pursuant to Section 5.l(b)(v) to such Partners during all prior periods; (iii) Third, to the Series A Preferred Limited Partners in proportion to their respective aggregate Capital Account balances, accrued Series A Preferred Return until the Capital Account balances aggregate Profits allocated to such Partners pursuant to this Section 5.1(a)(iii) for the current and each prior Fiscal Year is equal to the sum of the cumulative Series A Preferred Return accrued to such Holders Partners; (iv) Fourth, to the Series B Preferred Limited Partners in proportion to their respective accrued Series B Preferred Return until the aggregate Profits allocated to such Partners pursuant to this Section 5.1(a)(iv) for the current and each prior Fiscal Year is equal to the sum of the cumulative Series B Preferred Return accrued to such Partners; (v) Fifth, to the Class A Common Limited Partners and the Class B Common Limited Partners in proportion to their respective accrued Class A and Class B Common Preferred Return until the aggregate Profits allocated to such Partners pursuant to this Section 5.1(a)(v) for the current and each prior Fiscal Year is equal to the sum of the cumulative Class A and Class B Common Preferred Return accrued to such Partners; and (vi) Sixth, 2% to the General Partner and 98% to the Common Limited Partners in proportion with their respective Sharing Ratios. (b) Losses for each Fiscal Year shall be allocated as follows: (i) First, 2% to the General Partner and 98% to the Common Limited Partners to the extent of, and in an amount equal to, the Profit allocated to such Partners pursuant to Section 5.1(a)(vi) during all prior Fiscal Years until the Losses allocated pursuant to this Section 5.1(b)(i) for the current and each prior Fiscal Year are reduced equal to zero.the Profits allocated to such Partners pursuant to Section 5.1(a)(vi) for all previous Fiscal Years; (ii) Second, to the Class A Common Limited Partners and the Class B Common Limited Partners to the extent of, and in an amount equal to, the Profit allocated to such Partners pursuant to Section 5.1(a)(v) during all prior Fiscal Years until the Losses allocated pursuant to this Section 5. l(b)(ii) for the current and each prior Fiscal Year are equal to the Profits allocated to such Partners pursuant to Section 5.1(a)(v) for all previous Fiscal Years; (iii) Any remaining Net Loss shall be Third, to the Series A Preferred Limited Partners to the extent of, and in an amount equal to, the Profit allocated to such Partners pursuant to Section 5. l(a)(iii) during all prior Fiscal Years until the aggregate Losses allocated to such Partners pursuant to this Section 5.1(b)(iii) for the current and each prior Fiscal Year are equal to the Profits allocated to such Partners pursuant to Section 5.1(a)(iii) for all previous Fiscal Years; (iv) Fourth, to the Series B Preferred Partners to the extent of, and in an amount equal to, the Profit allocated to such Partners pursuant to Section 5.1(a)(iv) during all prior Fiscal Years until the Losses allocated pursuant to this Section 5.1(b)(iv) for the current and each prior Fiscal Year are equal to the Profits allocated to such Partners pursuant to Section 5.1(a)(iv) for all previous Fiscal Years (v) Fifth, 2% to the General Partner and 98% to the Class A Common Limited Partners and the Class B Common Limited Partners in proportion to their respective Adjusted Capital Accounts until the aggregate Losses allocated to such Partners pursuant to this Section 5.1(b)(v) for the current and each prior Fiscal Year is equal to the aggregate Adjusted Capital Accounts of all such Partners; and (vi) Sixth, 100% to the General Partner.