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

Sharing of Net Profits and Net Losses. The Net Profits and Net Losses shall be credited and charged to the Capital Accounts of the Members as follows: (a) Net Losses for each taxable year of the Company shall be allocated 0% to the Common Unit Holders, as a class, and 100% to the Preferred Unit Holders, as a class. (b) Before Payout, Net Profits for each taxable year of the Company shall be allocated to the Preferred Unit Holders, as a class. (c) After Payout, any Net Profits for a taxable year of the Company remaining after the allocation required by Section 9.1(b) above shall be allocated 50% to the Common Unit Holders, as a class, and 50% to the Preferred Unit Holders, as a class. (d) Whenever Net Profits or Net Losses are allocated to holders of a class of Units, such allocations shall be apportioned among such holders in proportion to the number of Units held by such Persons. (e) Notwithstanding the foregoing, no Member shall be allocated any Net Losses for any year to the extent that the allocation would, as of the end of the year, create or increase a deficit in the Member’s Capital Account, after it has been reduced for any items of loss or expense described in Section 1.704-1(b) (2) (ii) (d) (4), (5) or (6) of the Treasury TOW Operation Agreement Attachment B Page 16 (f) Regulations and increased by any amount the Member is obligated to restore under the next to the last sentences of Treasury Regulations Sections 1.704.2(g)(1) and 1.704-2(i)(5) (“Deficit Member”). The foregoing provisions pertaining to adjustments to Capital Accounts are intended to satisfy the alternate test for economic effect set forth in Treasury Regulation Section 1.704-1(b)(ii)(d) and shall be interpreted consistently therewith. Net Losses which are not charged to a Deficit Member as a result of the foregoing shall be allocated to the Capital Accounts of any Members who would not have a deficit Capital Account as a result of the allocation, in proportion to their respective positive Capital Account balances or, if no such Members exist, then to all Members in accordance with the above allocations. If any Net Losses are so allocated to a Member, that Member subsequently shall be allocated all Net Profits which would otherwise have been allocated to a Deficit Member but for this sentence, until the aggregate amount of Net Profits so allocated equals the aggregate amount of Net Losses allocated to the Member pursuant to the preceding sentence.

Sharing of Net Profits and Net Losses. The Net Profits and Net Losses shall be credited and charged to the Capital Accounts of the Members as follows: (a) Net Losses for each taxable year of the Company shall be allocated 0% to the Common Unit Holders, as a class, and 100% to the Preferred Unit Holders, as a class. (b) Before Payout, Net Profits for each taxable year of the Company shall be allocated to the Preferred Unit Holders, as a class. (c) After Payout, any Net Profits for a taxable year of the Company remaining after the allocation required by Section 9.1(b) above shall be allocated 50% to the Common Unit Holders, as a class, and 50% to the Preferred Unit Holders, as a class. (d) Whenever Net Profits or Net Losses are allocated to holders of a class of Units, such allocations shall be apportioned among such holders in proportion to the number of Units held by such Persons. (e) Notwithstanding the foregoing, no Member shall be allocated any Net Losses for any year to the extent that the allocation would, as of the end of the year, create or increase a deficit in the Member’s Capital Account, after it has been reduced for any items of loss or expense described in Section 1.704-1(b) (2) (ii) (d) (4), (5) or (6) of the Treasury TOW Operation Agreement Attachment B Page 16Treasury (f) Regulations and increased by any amount the Member is obligated to restore under the next to the last sentences of Treasury Regulations Sections 1.704.2(g)(1) and 1.704-2(i)(5) (“Deficit Member”). The foregoing provisions pertaining to adjustments to Capital Accounts are intended to satisfy the alternate test for economic effect set forth in Treasury Regulation Section 1.704-1(b)(ii)(d) and shall be interpreted consistently therewith. Net Losses which are not charged to a Deficit Member as a result of the foregoing shall be allocated to the Capital Accounts of any Members who would not have a deficit Capital Account as a result of the allocation, in proportion to their respective positive Capital Account balances or, if no such Members exist, then to all Members in accordance with the above allocations. If any Net Losses are so allocated to a Member, that Member subsequently shall be allocated all Net Profits which would otherwise have been allocated to a Deficit Member but for this sentence, until the aggregate amount of Net Profits so allocated equals the aggregate amount of Net Losses allocated to the Member pursuant to the preceding sentence.

Sharing of Net Profits and Net Losses. The Net Profits and Net Losses of the Company shall be credited and charged to the Capital Accounts of the Members as follows: (a) Net Losses for each taxable year of the Company shall be allocated 0% to the Common Unit Holders, as a class, and 100% to the Preferred Unit Holders, as a class. (b) Before Payout, Net Profits for each taxable year of the Company shall be allocated to the Preferred Unit Holders, as a class. (c) After Payout, any Net Profits for a taxable year of the Company remaining after the allocation required by Section 9.1(b) above shall be allocated 50% to the Common Unit Holders, as a class, and 50% to the Preferred Unit Holders, as a class. (d) Whenever Net Profits or Net Losses are allocated to holders of a class of Units, such allocations shall be apportioned among such holders in proportion to the number of Units held by such Persons. (e) Notwithstanding the foregoing, no their Sharing Ratios. No Member shall be allocated any Net Losses for any year to the extent that the allocation would, as of the end of the year, create or increase a deficit in the Member’s Capital Account, after it has been reduced for any items of loss or expense described in Section 1.704-1(b) (2) (ii) (d) (41(b)(2)(ii)(d)(4), (5) or (6) of the Treasury TOW Operation Agreement Attachment B Page 16 (f) Regulations and increased by any amount the Member is obligated to restore under the next to the last sentences of Treasury Regulations Sections 1.704.2(g)(1) and 1.704-2(i)(5) (“Deficit Member”). The foregoing provisions pertaining to adjustments to Capital Accounts are intended to satisfy the alternate test for economic effect effects set forth in Treasury Regulation Section 1.704-1(b)(ii)(d) and shall be interpreted consistently therewith. Net Losses which are not charged to a Deficit Member as a result of the foregoing shall be allocated to the Capital Accounts of any Members who would not have a deficit Capital Account as a result of the allocation, in proportion to their respective positive Capital Account balances or, if no such Members exist, then to all Members in accordance with the above allocations. If any Net Losses are so allocated to a Member, that Member subsequently shall be allocated all Net Profits which would otherwise have been allocated to a Deficit Member but for this sentence, until the aggregate amount of Net Profits so allocated equals the aggregate amount of Net Losses allocated to the Member pursuant to the preceding sentence.. EBGG-JV LLC 1st A&R Operating Agreement 21

Sharing of Net Profits and Net Losses. The Net Profits and Net Losses of the Company shall be credited and charged to the Capital Accounts of the Members as follows: (a) Net Losses for each taxable year of the Company shall be allocated 0% to the Common Unit Holders, as a class, and 100% to the Preferred Unit Holders, as a class. (b) Before Payout, Net Profits for each taxable year of the Company shall be allocated to the Preferred Unit Holders, as a class. (c) After Payout, any Net Profits for a taxable year of the Company remaining after the allocation required by Section 9.1(b) above shall be allocated 50% to the Common Unit Holders, as a class, and 50% to the Preferred Unit Holders, as a class. (d) Whenever Net Profits or Net Losses are allocated to holders of a class of Units, such allocations shall be apportioned among such holders in proportion to the number of Units held by such Persons. (e) Notwithstanding the foregoing, no based on their respective Percentage Interests. No Member shall be allocated any Net Losses for any year to the extent that the allocation would, as of the end of the year, create or increase a deficit in the Member’s Capital Account, after it has been reduced for any items of loss or expense described in Section 1.704-1(b) (2) (ii) (d) (41(b)(2)(ii)(d)(4), (5) or (6) of the Treasury TOW Operation Agreement Attachment B Page 16 (f) Regulations and increased by any amount the Member is obligated to restore under the next to the last sentences of Treasury Regulations Sections 1.704.2(g)(1) and 1.704-2(i)(5) (“Deficit Member”). The foregoing provisions pertaining to adjustments to Capital Accounts are intended to satisfy the alternate test for economic effect effects set forth in Treasury Regulation Section 1.704-1(b)(ii)(d) and shall be interpreted consistently therewith. Net Losses which are not charged to a Deficit Member as a result of the foregoing shall be allocated to the Capital Accounts of any Members who would not have a deficit Capital Account as a result of the allocation, in proportion to their respective positive Capital Account balances or, if no such Members exist, then to all Members in accordance with the above allocations. If any Net Losses are so allocated to a Member, that Member subsequently shall be allocated all Net Profits which would otherwise have been allocated to a Deficit Member but for this sentence, until the aggregate amount of Net Profits so allocated equals the aggregate amount of Net Losses allocated to the Member pursuant to the preceding sentence.