The DirecTV Group (DTV)

4.1          Net Income and Net Loss

The Net Income and Net Losses for the LLC for any Accounting Period shall be allocated for federal income tax purposes, as of the end of such Accounting Period, as follows:

(a)           Net Income and Net Losses of the LLC shall be allocated among the Members so as to reduce, proportionately, the difference between their respective Target Capital Accounts and Partially Adjusted Capital Accounts as of the end of such Accounting Period.  No portion of Net Income and Net Losses for any Accounting Period shall be allocated to a Member, in the case of Net Income, whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account or, in the case of Net Losses, whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account for such Accounting Period.  If all Target Capital Accounts equal all Partially Adjusted Capital Accounts for any Accounting Period, the remaining Net Income and Net Losses shall be allocated to the Members pro rata in accordance with their Partially Adjusted Capital Accounts.

(b)           At the direction of the Majority of the Board Members, (i) if, notwithstanding the application of