Common use of Allocations of Profit and Loss Clause in Contracts

Allocations of Profit and Loss. Except as otherwise provided in this Article 5, Profits and Losses for each Fiscal Period shall be allocated to the Members as set forth below in this Section: (a) Subject to Section 5.1(b), Section 5.1(c) and Section 5.1(d), Profits or Losses for each Fiscal Period, after taking into account all distributions made in such Fiscal Period, shall be allocated to the Members in amounts that would result, to the greatest extent possible, in Adjusted Capital Account balances for each Member being equal to the amount required to be distributed pursuant to Section 5.3(c)(iii) to such Member as a result of a Deemed Liquidation Event in accordance with the priority and manner provided therein on a hypothetical liquidation of the Company. In determining the amounts distributable to the Members under Section 5.3(c)(iii) upon a hypothetical liquidation, it shall be presumed that (i) all of the Company’s remaining assets are sold at their respective Gross Asset Value, (ii) all Company liabilities are satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the asset securing such liability), and (iii) the proceeds of such hypothetical sale are applied and distributed in accordance with Section 5.3(c)(iii) hereof. (b) The Losses allocated in accordance with Section 5.1(a) shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Period. All Losses in excess of such limitation shall be allocated to the Members who would not have an Adjusted Capital Account Deficit as a result of such allocation (pro rata in proportion to the excess of each such Member’s Capital Account balance over the amount of such allocations that would cause such Member to have an Adjusted Capital Account Deficit). Once all of the Members have been allocated enough Losses that the allocation of any additional Losses would either create or increase an Adjusted Capital Account Deficit for all of the Members, any additional Losses shall be allocated among the Members owning Units on a Per Unit Pro Rata Basis.

Allocations of Profit and Loss. Except as otherwise provided in this Article 5, Profits and Losses for each Fiscal Period shall be allocated After giving effect to the Members as allocations set forth below in this Section: (aSections IV.1.(b) Subject to Section 5.1(b), Section 5.1(c) and Section 5.1(d), Profits or Losses for each Fiscal Period, after taking into account all distributions made in such Fiscal Period, shall be allocated to the Members in amounts that would result, to the greatest extent possible, in Adjusted Capital Account balances for each Member being equal to the amount required to be distributed pursuant to Section 5.3(c)(iii) to such Member as a result of a Deemed Liquidation Event in accordance with the priority and manner provided therein on a hypothetical liquidation of the Company. In determining the amounts distributable to the Members under Section 5.3(c)(iii) upon a hypothetical liquidation, it shall be presumed that (i) all of the Company’s remaining assets are sold at their respective Gross Asset Value, (ii) all Company liabilities are satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the asset securing such liability), and (iii) the proceeds of such hypothetical sale are applied and distributed in accordance with Section 5.3(c)(iiithrough IV.1.(f) hereof. (b) The Losses allocated in accordance with Section 5.1(a) shall not exceed the maximum amount of Losses that can be so allocated without causing , Profit and Loss for any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Period. All Losses in excess of such limitation shall be allocated to the Members who would not have an Adjusted Capital Account Deficit as a result of such allocation (pro rata in proportion to the excess of each such Member’s Capital Account balance over the amount of such allocations that would cause such Member to have an Adjusted Capital Account Deficit). Once all of the Members have been allocated enough Losses that the allocation of any additional Losses would either create or increase an Adjusted Capital Account Deficit for all of the Members, any additional Losses fiscal year shall be allocated among the Members owning Units so that the Capital Account of each Member, increased by such Member's "share of partnership minimum gain" and "share of partner nonrecourse debt minimum gain" (as so increased, a Member's Capital Account is hereinafter referred to as such Member's "Augmented Capital Account"), is, as nearly as possible, positive in an amount equal to the cash the Company would distribute to such Member if (i) the Company liquidated by selling all of its properties for the values at which they are carried on the Company's balance sheet as computed for book purposes (within the meaning of Section II.3 hereof); (ii) the proceeds of such sales, and any other cash of the Company, were used to satisfy the Company's debts in accordance with, and to the extent required by, their terms; and (iii) the Company distributed any remaining cash to the Members pursuant to Section IV.2 hereof; provided, however, that no Loss shall be allocated to any Member for any fiscal year to the extent that such Loss would create or increase a Per Unit Pro Rata Basisdeficit in such Member's Adjusted Augmented Capital Account (as hereinafter defined). After giving effect to the allocations set forth in Sections IV.1.(c) through IV.1.(f) hereof, items of gross income and gain shall be allocated to each Member in an amount and manner sufficient to eliminate, as quickly as possible, any deficit in such Member's Adjusted Augmented Capital Account to the extent that such deficit is created or increased by any unexpected adjustments, allocations or distributions described in Section 1.704‑1(b)(2)(ii)(d) (4)‑(6) of the Treasury Regulations. This Section IV.1.(b) and the proviso of Sections 4.1(a) are intended to comply with the "alternate test for economic effect" in Section 1.704‑1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. If, for a fiscal year, there is a net decrease in "partner nonrecourse debt minimum gain," then each Member shall be allocated items of gross income or gain equal to such Member's share of such net decrease, determined under Section 1.704‑2(i) of the Treasury Regulations. However, in accordance with Section 1.704‑2(i)(4) of the Treasury Regulations, the preceding sentence shall not apply to the extent that the net decrease in "partner nonrecourse debt minimum gain" results from (i) a capital contribution from such Member which is used to pay a liability of the Company; or (ii) a refinancing or lapse of a guarantee of, or any other change in, a liability of the Company that causes such liability to become partially or wholly a "nonrecourse liability." If, for a fiscal year, there is a net decrease in "partnership minimum gain," then each Member shall be allocated items of income and gain equal to such Member's share of such net decrease, determined in accordance with Sections 1.704‑2(f) and 1.704‑2(g) of the Treasury Regulations. However, in accordance with Section 1.704‑2(f)(2) of the Treasury Regulations, the preceding sentence shall not apply to the extent that the net decrease in "partnership minimum gain" results from (i) a capital contribution from such Member which is used to pay a liability of the Company; or (ii) a refinancing or guarantee of, or any other change in, a liability of the Company that causes such liability to become partially or wholly a "partner nonrecourse debt" for which such Member bears the economic risk of loss. "Partner nonrecourse deductions" for any fiscal year shall be allocated to the Member who bears the economic risk of loss with respect to the "partner nonrecourse debt" to which such "partner nonrecourse deductions" are attributable in accordance with Section 1.704‑2(i)(l) of the Treasury Regulations. For purposes of this Section IV.1:

Allocations of Profit and Loss. Except as otherwise provided in this Article 5, Profits Profit and Losses Loss for each Fiscal Period Year shall be allocated to the Members as set forth below in this Sectionthe following order of priority: (a) Subject to Section Sections 5.1(b), Section 5.1(c) and Section 5.1(d5.1(c), Profits or Losses for each Fiscal Period, after taking into account all distributions made in such Fiscal Period, Year shall be allocated to the Members in amounts that would result, to result in the greatest extent possible, in Adjusted Economic Capital Account balances balance for each Member being equal to equaling the amount required to be distributed pursuant to Section 5.3(c)(iii5.3(a) to such Member as a result of a Deemed Liquidation Event in accordance with the priority and manner provided therein on a hypothetical liquidation of the Company. In determining the amounts distributable to the Members under Section 5.3(c)(iii5.3(a) upon a hypothetical liquidation, it shall be presumed that (i) all of the Company’s remaining assets are sold at their respective Gross Asset values reflected on the books of account of the Company, determined in accordance with Section 704(b) of the Code and the Treasury Regulations thereunder (“Book Value”), without further adjustment and (ii) all Company liabilities are satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the asset securing such liability), and (iii) the proceeds of such hypothetical sale are applied and distributed in accordance with Section 5.3(c)(iii5.3(a) hereof. (b) The Losses allocated in accordance with Section 5.1(a) shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal PeriodYear. All Losses in excess of such limitation shall be allocated to the Members who would not have an Adjusted Capital Account Deficit as a result of such allocation (pro rata rata, in proportion to the excess of each such Member’s Capital Account balance over the amount of such allocations that would cause such Member to have an Adjusted Capital Account Deficit). Once all . (c) The parties intend that the allocation provisions of this Section 5.1 shall produce Capital Account balances of the Members have been allocated enough Losses that will be consistent with the distribution provisions of Section 5.3. Notwithstanding anything to the contrary in this Agreement, to the extent the Board determines that the allocation provisions of any additional Losses would either create or increase an Adjusted this Section 5.1 may fail to produce such Capital Account Deficit for all balances, (i) such provisions shall be amended by the Board to the extent necessary to produce such result and (ii) Profits and Losses and other items of income, gain, loss, credit and deduction of the MembersCompany for the most recent open year (or items of income, any additional Losses gain, loss, deduction, and Code Section 705(a)(2)(B) expenditures of the Company for such years) shall be allocated reallocated among the Members owning Units on a Per Unit Pro Rata Basisto the extent it is not possible to achieve such results with allocations of Profits and Losses (or items of income, gain, loss, deduction, and Code Section 705(a)(2)(B) expenditures) for the current year and future years, as determined by the Board. This Section 5.1(c) shall control notwithstanding any reallocation or adjustment of taxable income, taxable loss, or items thereof by the Internal Revenue Service or any other taxing authority.

Allocations of Profit and Loss. Except as otherwise provided a. After giving effect to the allocations set forth in this Article 5Sections 3.01b through 3.01f hereof, Profits and Losses Profit or Loss for each Fiscal Period taxable period shall be allocated to the Members as set forth below in this Sectionfollows: (a1) Subject First, Profit shall be allocated to Section 5.1(bthe Members having deficit balances in their Augmented Capital Accounts (as defined below), Section 5.1(c) and Section 5.1(d), Profits or Losses for each Fiscal Period, after taking into account all distributions made with respect to such taxable period, in proportion to such Fiscal Perioddeficit balances until such deficit balances have been eliminated; (2) Second, Profit (other than any Profit resulting from the sale or other disposition of the property or assets of or interest in a Project Entity) shall be allocated to the Members in amounts that would result, to the greatest extent possible, in Adjusted Capital Account balances for each Member being equal to the amount required to be distributed pursuant to Section 5.3(c)(iii) to such Member as a result of a Deemed Liquidation Event in accordance with the priority and manner provided therein on a hypothetical liquidation of the Company. In determining the amounts distributable to the Members under Section 5.3(c)(iii) upon a hypothetical liquidation, it shall be presumed that (i) all of the Company’s remaining assets are sold at their respective Gross Asset Value, (ii) all Company liabilities are satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the asset securing such liability), and (iii) the proceeds of such hypothetical sale are applied and distributed in accordance with Section 5.3(c)(iii) hereof. (b) The Losses allocated in accordance with Section 5.1(a) shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Period. All Losses in excess of such limitation shall be allocated to the Members who would not have an Adjusted Capital Account Deficit as a result of such allocation (pro rata in proportion to the excess of amount necessary, so that the total Profits allocated to each such Member’s Capital Account balance over Member pursuant to this Section 3.01a(2) is equal to the aggregate amount of such allocations that would cause Cash Flow distributed to such Member with respect to have an Adjusted Capital Account Deficit). Once all of the Members have been allocated enough Losses that the allocation of such fiscal year and any additional Losses would either create or increase an Adjusted Capital Account Deficit for all of the Membersprevious fiscal year pursuant to Section 3.02a; and (3) Third, any additional Losses remaining Profit or Loss for any fiscal year shall be allocated among the Members owning Units on so that, at the end of such year, and after taking into account any distributions with respect to such fiscal year, the Capital Account of each Member, increased by such Member's "share of partnership minimum gain" and "share of partner nonrecourse debt minimum gain" (as so increased, a Per Unit Pro Rata BasisMember's Capital Account is hereinafter referred to as such Member's "Augmented Capital Account"), is, as nearly as possible, positive in the amount that the Company would distribute to such Member if the Company were to distribute any surplus (positive balance) in Augmented Members' Capital among the Members pursuant to Section 3.03 (disregarding Section 3.03e) below; provided, however, that no Loss or item of expense or loss shall be allocated to any Member for any fiscal year to the extent that such allocation would create or increase a deficit in such Member's Adjusted Augmented Capital Account (as hereinafter defined). b. After giving effect to the allocations set forth in Sections 3.01c through 3.01 f. hereof, items of gross income and gain shall be allocated to each Member in an amount and manner sufficient to eliminate, as quickly as possible, any deficit in such Member's Adjusted Augmented Capital Account to the extent that such deficit is created or increased by any unexpected adjustments, allocations or distributions described in Section 1.704-1(b)(2)(ii)(d) (4)-(6) of the Treasury Regulations. This Section 3.01b and the proviso of Section 3.01a are intended to comply with the "alternate test for economic 9 14 effect" in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. c. If, for a fiscal year, there is a net decrease in "partner nonrecourse debt minimum gain," then each Member shall be allocated items of gross income or gain equal to such Member's share of such net decrease, determined under Section 1.704-2(i) of the Treasury Regulations. However, in accordance with Section 1.704-2(i)(4) of the Treasury Regulations, the preceding sentence shall not apply to the extent that the net decrease in "partner nonrecourse debt minimum gain" results from (i) a capital contribution from such Member which is used to pay a liability of the Company or (ii) a refinancing or lapse of a guarantee of, or any other change in, a liability of the Company that causes such liability to become partially or wholly a "nonrecourse liability." d. If, for a fiscal year, there is a net decrease in "partnership minimum gain," then each Member shall be allocated items of income and gain equal to such Member's share of such net decrease, determined in accordance with Sections 1.704-2(f) and 1.704-2(g) of the Treasury Regulations. However, in accordance with Section 1.704-2(f)(2) of the Treasury Regulations, the preceding sentence shall not apply to the extent that the net decrease in "partnership minimum gain" results from (i) a capital contribution from such Member which is used to pay a liability of the Company or (ii) a refinancing or guarantee of, or any other change in, a liability of the Company that causes such liability to become partially or wholly a "partner nonrecourse debt" for which such Member bears the economic risk of loss. e. Any "nonrecourse deductions" for any fiscal year shall be allocated sixty percent (60%) to Investcorp and forty percent (40%) to Ramco. f. Any "partner nonrecourse deductions" for any fiscal year shall be allocated to the Member who bears the economic risk of loss with respect to the "partner nonrecourse debt" to which such "partner nonrecourse deductions" are attributable in accordance with Section 1.704-2(i)(l) of the Treasury Regulations. g. For purposes of this Section 3.01:

Allocations of Profit and Loss. Except as otherwise provided a. After giving effect to the allocations set forth in this Article 5Sections 3.01b through 3.01f hereof, Profits and Losses Profit or Loss for each Fiscal Period taxable period shall be allocated to the Members as set forth below in this Sectionfollows: (a1) Subject First, Profit shall be allocated to Section 5.1(bthe Members having deficit balances in their Augmented Capital Accounts (as defined below), Section 5.1(c) and Section 5.1(d), Profits or Losses for each Fiscal Period, after taking into account all distributions made with respect to such taxable period, in proportion to such Fiscal Perioddeficit balances until such deficit balances have been eliminated; (2) Second, Profit (other than any Profit resulting from the sale or other disposition of the property or assets of the Company) shall be allocated to the Members in amounts that would result, to the greatest extent possible, in Adjusted Capital Account balances for each Member being equal to the amount required to be distributed pursuant to Section 5.3(c)(iii) to such Member as a result of a Deemed Liquidation Event in accordance with the priority and manner provided therein on a hypothetical liquidation of the Company. In determining the amounts distributable to the Members under Section 5.3(c)(iii) upon a hypothetical liquidation, it shall be presumed that (i) all of the Company’s remaining assets are sold at their respective Gross Asset Value, (ii) all Company liabilities are satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the asset securing such liability), and (iii) the proceeds of such hypothetical sale are applied and distributed in accordance with Section 5.3(c)(iii) hereof. (b) The Losses allocated in accordance with Section 5.1(a) shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Period. All Losses in excess of such limitation shall be allocated to the Members who would not have an Adjusted Capital Account Deficit as a result of such allocation (pro rata in proportion to the excess of amount necessary, so that the total Profits allocated to each such Member’s Capital Account balance over Member pursuant to this Section 3.01a(2) is equal to the aggregate amount of such allocations that would cause Cash Flow distributed to such Member with respect to have an Adjusted Capital Account Deficit). Once all of the Members have been allocated enough Losses that the allocation of such fiscal year and any additional Losses would either create or increase an Adjusted Capital Account Deficit for all of the Membersprevious fiscal year pursuant to Section 3.02a; and (3) Third, any additional Losses remaining Profit or Loss for any fiscal year shall be allocated among the Members owning Units on so that, at the end of such year, and after taking into account any distributions with respect to such fiscal year, the Capital Account of each Member, increased by such Member's "share of partnership minimum gain" and "share of partner nonrecourse debt minimum gain" (as so increased, a Per Unit Pro Rata BasisMember's Capital Account is hereinafter referred to as such Member's "Augmented Capital Account"), is, as nearly as possible, positive in the amount that the Company would distribute to such Member if the Company were to distribute any surplus (positive balance) in Augmented Members' Capital among the Members pursuant to Section 3.03 (disregarding Section 3.03d.) below; provided, however, that no Loss or item of expense or loss shall be allocated to any Member for any fiscal year to the extent that such allocation would create or increase a deficit in such Member's Adjusted Augmented Capital Account (as hereinafter defined). b. After giving effect to the allocations set forth in Sections 3.01c through 3.01 f. hereof, items of gross income and gain shall be allocated to each Member in an amount and manner sufficient to eliminate, as quickly as possible, any deficit in such Member's Adjusted Augmented Capital Account to the extent that such deficit is created or increased by any unexpected adjustments, allocations or distributions described in Section 1.704-1(b)(2)(ii)(d) (4)-(6) of the Treasury Regulations. This Section 3.01b and the proviso of Section 3.01a are intended to comply with the "alternate test for economic effect" in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. c. If, for a fiscal year, there is a net decrease in "partner nonrecourse debt minimum gain," then each Member shall be allocated items of gross income or gain equal to such Member's share of such net decrease, determined under Section 1.704-2(i) of the Treasury Regulations. However, in accordance with Section 1.704-2(i)(4) of the Treasury Regulations, the preceding sentence shall not apply to the extent that the net decrease in "partner nonrecourse debt minimum gain" results from (i) a capital contribution from such Member which is used to pay a liability of the Company or (ii) a refinancing or lapse of a guarantee of, or any other change in, a liability of the Company that causes such liability to become partially or wholly a "nonrecourse liability." d. If, for a fiscal year, there is a net decrease in "partnership minimum gain," then each Member shall be allocated items of income and gain equal to such Member's share of such net decrease, determined in accordance with Sections 1.704-2(f) and 1. 704-2(g) of the Treasury Regulations. However, in accordance with Section 1.704-2(f)(2) of the Treasury Regulations, the preceding sentence shall not apply to the extent that the net decrease in "partnership minimum gain" results from (i) a capital contribution from such Member which is used to pay a liability of the Company or (ii) a refinancing or guarantee of, or any other change in, a liability of the Company that causes such liability to become partially or wholly a "partner nonrecourse debt" for which such Member bears the economic risk of loss. e. Any "nonrecourse deductions" for any fiscal year shall be allocated eighty percent (80%) to SGS and twenty percent (20%) to Ramco. f. Any "partner nonrecourse deductions" for any fiscal year shall be allocated to the Member who bears the economic risk of loss with respect to the "partner nonrecourse debt" to which such "partner nonrecourse deductions" are attributable in accordance with Section 1.704-2(i)(l) of the Treasury Regulations. g. For purposes of this Section 3.01:

Allocations of Profit and Loss. Except as otherwise provided in this Article 5, Profits and Losses for each Fiscal Period shall be allocated to the Members as set forth below in this Section: (a) Subject to Section 5.1(b), Section 5.1(c) and Section 5.1(d), Profits or Losses for each Fiscal Period, after taking into account all distributions made in such Fiscal Period, shall be allocated After giving effect to the Members allocations set forth in amounts that would result, to the greatest extent possible, in Adjusted Capital Account balances for each Member being equal to the amount required to be distributed pursuant to Section 5.3(c)(iiiSections 4.1(b) to such Member as a result of a Deemed Liquidation Event in accordance with the priority and manner provided therein on a hypothetical liquidation of the Company. In determining the amounts distributable to the Members under Section 5.3(c)(iii) upon a hypothetical liquidation, it shall be presumed that (i) all of the Company’s remaining assets are sold at their respective Gross Asset Value, (ii) all Company liabilities are satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the asset securing such liability), and (iii) the proceeds of such hypothetical sale are applied and distributed in accordance with Section 5.3(c)(iiithrough 4.1(f) hereof. (b) The Losses allocated in accordance with Section 5.1(a) shall not exceed the maximum amount of Losses that can be so allocated without causing , Profit and Loss for any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Period. All Losses in excess of such limitation shall be allocated to the Members who would not have an Adjusted Capital Account Deficit as a result of such allocation (pro rata in proportion to the excess of each such Member’s Capital Account balance over the amount of such allocations that would cause such Member to have an Adjusted Capital Account Deficit). Once all of the Members have been allocated enough Losses that the allocation of any additional Losses would either create or increase an Adjusted Capital Account Deficit for all of the Members, any additional Losses fiscal year shall be allocated among the Members owning Units so that the Capital Account of each Member, increased by such Member's "share of partnership minimum gain" and "share of partner nonrecourse debt minimum gain" (as so increased, a Member's Capital Account is hereinafter referred to as such Member's "Augmented Capital Account"), is, as nearly as possible, positive in an amount equal to the cash the Company would distribute to such Member if (i) the Company liquidated by selling all of its properties for the values at which they are carried on the Company's balance sheet as computed for book purposes (within the meaning of Section 2.3 hereof); (ii) the proceeds of such sales, and any other cash of the Company, were used to satisfy the Company's debts in accordance with, and to the extent required by, their terms; and (iii) the Company distributed any remaining cash to the Members pursuant to Section 4.2 hereof; provided, however, that no Loss shall be allocated to any Member for any fiscal year to the extent that such Loss would create or increase a Per Unit Pro Rata Basisdeficit in such Member's Adjusted Augmented Capital Account (as hereinafter defined). (b) After giving effect to the allocations set forth in Sections 4.1(c) through 4.1(f) hereof, items of gross income and gain shall be allocated to each Member in an amount and manner sufficient to eliminate, as quickly as possible, any deficit in such Member's Adjusted Augmented Capital Account to the extent that such deficit is created or increased by any unexpected adjustments, allocations or distributions described in Section 1.704‑1(b)(2)(ii)(d) (4)‑(6) of the Treasury Regulations. This Section 4.1(b) and the proviso of Sections 4.1(a) are intended to comply with the "alternate test for economic effect" in Section 1.704‑1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (c) If, for a fiscal year, there is a net decrease in "partner nonrecourse debt minimum gain," then each Member shall be allocated items of gross income or gain equal to such Member's share of such net decrease, determined under Section 1.704‑2(i) of the Treasury Regulations. However, in accordance with Section 1.704‑2(i)(4) of the Treasury Regulations, the preceding sentence shall not apply to the extent that the net decrease in "partner nonrecourse debt minimum gain" results from (i) a capital contribution from such Member which is used to pay a liability of the Company; or (ii) a refinancing or lapse of a guarantee of, or any other change in, a liability of the Company that causes such liability to become partially or wholly a "nonrecourse liability." (d) If, for a fiscal year, there is a net decrease in "partnership minimum gain," then each Member shall be allocated items of income and gain equal to such Member's share of such net decrease, determined in accordance with Sections 1.704‑2(f) and 1.704‑2(g) of the Treasury Regulations. However, in accordance with Section 1.704‑2(f)(2) of the Treasury Regulations, the preceding sentence shall not apply to the extent that the net decrease in "partnership minimum gain" results from (i) a capital contribution from such Member which is used to pay a liability of the Company; or (ii) a refinancing or guarantee of, or any other change in, a liability of the Company that causes such liability to become partially or wholly a "partner nonrecourse debt" for which such Member bears the economic risk of loss. (e) Partner nonrecourse deductions" for any fiscal year shall be allocated to the Member who bears the economic risk of loss with respect to the "partner nonrecourse debt" to which such "partner nonrecourse deductions" are attributable in accordance with Section 1.704‑2(i)(l) of the Treasury Regulations. (f) For purposes of this Section 4.1:

Allocations of Profit and Loss. Except as otherwise provided in this Article 5, Profits and Losses for each Fiscal Period Year shall be allocated to the Members as set forth below in this Section: (a) Subject to Section Sections 5.1(b), Section 5.1(c) and Section 5.1(d(c), Profits or Losses for each Fiscal Period, after taking into account all distributions made in such Fiscal Period, Year shall be allocated to the Members in amounts that would result, to the greatest extent possible, in Adjusted Capital Account balances for each Member being equal to the amount required to be distributed pursuant to Section 5.3(c)(iii5.3(a) to such Member as a result of a Deemed Liquidation Event in accordance with the priority and manner provided therein on a hypothetical liquidation of the Company. In determining the amounts distributable to the Members under Section 5.3(c)(iii5.3(a) upon a hypothetical liquidation, it shall be presumed that (i) all of the Company’s remaining assets are sold at their respective Gross Asset values reflected on the books of account of the Company, determined in accordance with Section 704(b) of the Code and the Treasury Regulations thereunder (“Book Value”), without further adjustment, (ii) all Company liabilities are satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the asset securing such liability), and (iii) the proceeds of such hypothetical sale are applied and distributed in accordance with Section 5.3(c)(iii5.3(a) hereof. (b) The Losses allocated in accordance with Section 5.1(a) shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal PeriodYear. All Losses in excess of such limitation shall be allocated to the Members who would not have an Adjusted Capital Account Deficit as a result of such allocation (pro rata in proportion to the excess of each such Member’s Capital Account balance over the amount of such allocations that would cause such Member to have an Adjusted Capital Account Deficit). Once all of the Members have been Any Losses allocated enough Losses that the pursuant to this Section 5.1(b) shall be reversed with an allocation of Profits prior to any additional allocations pursuant to Section 5.1(a), in the reverse order as such Losses would either create or increase an Adjusted Capital Account Deficit for all of the Members, any additional Losses shall be allocated among the Members owning Units on a Per Unit Pro Rata Basiswas allocated.

Allocations of Profit and Loss. Except as otherwise provided in this Article 5As of the end of each fiscal year of the Company, or at the time any allocation is determined to be necessary by the Members, Net Profits and or Net Losses for each Fiscal Period shall be allocated as follows: 5.2.1 Except as provided in Sections 5.2(b) and 5.3 below, any allocation required by this Section 5.2 to be made to the Members as set forth below in this Section: (a) Subject to Section 5.1(b), Section 5.1(c) and Section 5.1(d), Profits or Losses for each Fiscal Period, after taking into account all distributions made in such Fiscal Period, shall be allocated to the Members in amounts that would result, to the greatest extent possible, in Adjusted Capital Account balances for each Member being equal to the amount required to be distributed pursuant to Section 5.3(c)(iii) to such Member as a result of a Deemed Liquidation Event in accordance with the priority and manner provided therein on a hypothetical liquidation of the Company. In determining the amounts distributable to the Members under Section 5.3(c)(iii) upon a hypothetical liquidation, it shall be presumed that (i) all of the Company’s remaining assets are sold at their respective Gross Asset Value, (ii) all Company liabilities are satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the asset securing such liability), and (iii) the proceeds of such hypothetical sale are applied and distributed in accordance with Section 5.3(c)(iii) hereof. (b) The Losses allocated in accordance with Section 5.1(a) shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Period. All Losses in excess of such limitation shall be allocated to the Members who would not have an Adjusted Capital Account Deficit as a result of such allocation (pro rata in proportion to the excess of each such Member’s Capital Account balance over the amount of such allocations that would cause such Member to have an Adjusted Capital Account Deficit). Once all of the Members have been allocated enough Losses that the allocation of any additional Losses would either create or increase an Adjusted Capital Account Deficit for all of the Members, any additional Losses shall be allocated among the Members owning Units in proportion to their respective Percentage Interests. 5.2.2 After making the special allocations provided for in Section 5.3 below, if the ratio of the cumulative amount of the Distribution Margin to the cumulative amount of the Manufacturing Margin for a period is not proportionate to the ratio of Genzyme's Percentage Interest to GTC's Percentage Interest for the applicable period, then there shall be allocated to Genzyme and/or GTC, as appropriate, items of gross income or deduction of the Company such that the ratio of (i) the Distribution Margin plus the amount of the items allocated to Genzyme pursuant to this clause (b), if any, to (ii) the Manufacturing Margin plus items allocated to GTC pursuant to this clause (b), if any, is proportionate to the ratio of Genzyme's Percentage Interest to GTC's Percentage Interest for the applicable period. 5.2.3 With respect to the allocation of Net Losses or Net Profits pursuant to this Section 5.2 among the Members for any fiscal year in which an additional or substitute Member is admitted to the Company or there is an adjustment to the Percentage Interests during such fiscal year, all Net Losses or Net Profits so allocable shall be allocated in a manner which takes into account the varying Percentage Interests during such fiscal year based on an accounting convention chosen by the Members. In no event shall a Per Unit Pro Rata Basisretroactive allocation of Net Losses be made pursuant to this Section 5.2.