definiens: with respect to W - L within the meaning of Sect ion 904(d)(2)(E)(i ) of the Internal Revenue Code of 1986, as amend ed ; provided, however, that such action shall not, in GW 's r easonable judgment, have an adverse financial effect on GW or any of its Affiliates ; ( d ) the Operating Profit and Loss with re spect to each JV Entity shall be shared equally by the Parties, and, to the extent necessary or appropriate to achieve that objec tive, adjustments shall be made to the interests of the W - L Part icipant and the GW Participant in the profit or loss of the JV En tity so as to take into account any amounts in excess of Fully Al located Cost realized by either Party ( or any of its Affili ates ) from the supply of goods or services to, or use of prop erty by, the JV Entity, other than the charges provided for in Sections 5.07, 6.01, 6.02 and 6.03, and after offsetting such amounts by any fees, commissions, allowances or other payment s made pursuant to Section 6.04 in respect of such supply of good s or services, or use of property, by such Party ( or any of its Affiliates ) . In addition, to the extent necessary to fully ach ieve this objective, such adjustments as are necessary s hall be made to such amounts, fees, commissions, allowances or other payments ; ( e ) the amounts to be charged by the Part ies and their Affiliates to each JV Entity in respect of man agement fees and royalty payments shall be determined in accord ance with Sections 5.07(c ), 6.02 and 6.03 ; and < PAGE > ( f ) the membership of all statutory or le gal governing bodies of each JV Entity shall be kept to the minimum permitted by all applicable laws ( or as the relevant Gov erning Board may otherwise determine ) ; provided, however, that the relevant W - L Participant and GW Participant shall be equall y represented on each such governing body