Common use of Minimum Gain Chargeback Clause in Contracts

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6V, if there is a net decrease in Partnership Minimum Gain during any Partnership Allocation Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year Allocation Year (and, if necessary, subsequent yearsAllocation Years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(22(g)(2). This Section 6.4.A(i5.3(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof6.2, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Regulation Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulation and this Section 6.3.A(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership Yeartaxable year, each Holder the Partners shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such Holder’s share of the net decrease in Partnership Minimum Gainduring such year, as determined under pursuant to Regulations Section Sections 1.704-2(g) and 1.704-2(i)(5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections Section 1.704-2(f)(6) and 1.704-2(j)(22(f). This Section 6.4.A(i5.1(c)(i) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirements in such Regulations Section 1.704-2(f) Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Regulations Sections 1.704-2(f) and 1.704-2(i)(4).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section section 1.704-2(f)) of the Regulations, notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6Section 7.03, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder Owner shall be specially allocated items of Partnership Trust income and gain for such year Fiscal Year (and, if necessary, subsequent yearsFiscal Years) in an amount equal to such HolderOwner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section in accordance with section 1.704-2(g)) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Owner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections sections 1.704-2(f)(6) and 1.704-2(j)(2)) of the Regulations. This Section 6.4.A(i7.03(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of Regulations Section chargeback requirement in section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.B(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof6.2, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Regulation Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulation and this Section 6.3(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6VII of the Partnership Agreement, if there is a net decrease in Partnership Minimum Gain during any Partnership Yeartaxable year, each Holder Partner shall be specially allocated items of Partnership income and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2)) of the Regulations. This Section 6.4.A(i2(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of Regulations chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder of Partnership Common Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3B(1) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof5.2, or any other provision of this Article 6V, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder shall be specially allocated items of Partnership income and gain for such year Fiscal Year (and, if necessary, subsequent yearsFiscal Years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section section 1.704-2(g2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i5.3(b)(i) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirement in Regulations Section section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof6.2, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Yearfiscal year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Regulation Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulation and this Section 6.3.A(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article Section 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder of Partnership Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.1 (i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 6.02 hereof, or any other provision of this Article 6VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.03(a)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6Section 4.06, if there is a net decrease in Partnership Minimum Gain during any Partnership YearAllocation Period, each Holder Partner shall be specially allocated items of Partnership income and gain for such year Allocation Period (and, if necessary, subsequent yearsAllocation Periods) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i4.06(c)(i) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof6.2, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Yearfiscal year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Regulation Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulation and this Section 6.3.A(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Allocation Year, each Interest Holder shall be specially allocated items of Partnership income and gain for such year Allocation Year (and, if necessary, subsequent yearsAllocation Years) in an amount equal to such Interest Holder’s 's share of the net decrease in Partnership Minimum Gain, as determined under in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Interest Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2)) of the Regulations. This Section 6.4.A(i) 6.4.1 is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of Regulations chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.4(a)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except Notwithstanding the provisions of Section 6.1 of the Agreement or any other provisions of this Exhibit C, except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Yeartaxable year, then, subject to the exceptions set forth in Regulations Sections 1.704-2(f)(2)-(5), each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i1 (a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirements in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section section 1.704-2(f)) of the Regulations, notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6Section 7.03, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder Owner shall be specially allocated items of Partnership Trust income and gain for such year Fiscal Year (and, if necessary, subsequent yearsFiscal Years) in an amount equal to such Holder’s Owner's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section in accordance with section 1.704-2(g)) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Owner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections sections 1.704-2(f)(6) and 1.704-2(j)(2)) of the Regulations. This Section 6.4.A(i7.03 (a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of Regulations Section chargeback requirement in section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder of Partnership Common Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s 's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.B(i) is intended to qualify as a “"minimum gain chargeback” " within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.B(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Company Minimum Gain during any Partnership Fiscal Year, each Holder shall be specially allocated items of Partnership Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Company Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.4(a)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereofof the Agreement, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3(A)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulations and this Section 6.3(A)(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof6.2, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.C(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Regulation Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulation and this Section 6.3.C(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof6.2, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Yearfiscal year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s Partner's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.A(i) is intended to qualify as a “"minimum gain chargeback” " within the meaning of Regulations Regulation Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulation and this Section 6.3.A(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3(a)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s 's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder of Partnership Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.B(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder of Partnership Common Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s 's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-1.704- 2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.B(i) is intended to qualify as a “"minimum gain chargeback” " within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s 's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.B(i) is intended to qualify as a “"minimum gain chargeback” " within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof5.1, or any other provision of this Article 6V, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder shall be specially allocated items of Partnership income and gain for such year Fiscal Year (and, if necessary, subsequent yearsFiscal Years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i5.2(a)(i) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year Partnership Year (and, if necessary, subsequent yearsPartnership Years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.2(b)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulations and this Section 6.2(b)(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereofof the Agreement, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Yearfiscal year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3(A)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Regulation Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulation and this Section 6.3(A)(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder Unitholder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s Unitholder's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Unitholder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.B(a) is intended to qualify as a “"minimum gain chargeback” " within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Notwithstanding Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 64.1, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year Fiscal Year (and, if necessary, in subsequent fiscal years) in an amount equal to the portion of such HolderPartner’s share of the net decrease in Partnership Minimum GainGain that is allocable to the disposition of Partnership property subject to a Nonrecourse Liability, as which share of such net decrease shall be determined under in accordance with Regulations Section 1.704-2(g2(g)(2). Allocations pursuant to the previous sentence this Section 4.2(a) shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant theretoPartner under this Section 4.2(a). The items to be so allocated shall be determined in accordance with Regulations Sections Section 1.704-2(f)(6) and 1.704-2(j)(22(f). This Section 6.4.A(i4.2(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirements contained in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)section 1.704­2(f) of the Regulations, notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6Section 7.03, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder Owner shall be specially allocated items of Partnership Trust income and gain for such year Fiscal Year (and, if necessary, subsequent yearsFiscal Years) in an amount equal to such HolderOwner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g)in accordance with section 1.704­2(g) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Owner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6sections 1.704­2(f)(6) and 1.704-2(j)(2)1.704­2(j)(2) of the Regulations. This Section 6.4.A(i7.03(a) is intended to qualify as a “comply with the minimum gain chargeback” within chargeback requirement in section 1.704­2(f) of the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Allocation Year, each Holder shall be specially allocated items of Partnership income and gain for such year Allocation Year (and, if necessary, subsequent yearsAllocation Years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.A(1) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Regulation Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulation and this Section 6.3.A.(1).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof6.2, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s Partner's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3(i) is intended to qualify as a “"minimum gain chargeback” " within the meaning of Regulations Regulation Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulation and this Section 6.3(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or Notwithstanding any other provision of this Article 6Appendix A, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, then, subject to the exceptions set forth in Regulations § 1.704-2(f)(2), (3), (4) and (5), each Holder Investor shall be specially allocated items of Partnership the Fund (or a Series) income and gain for such year (and, if necessary, subsequent years) in an amount equal to such HolderInvestor’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section § 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Investor pursuant thereto. The items to be so allocated shall be determined in such section of the Regulations in accordance with Regulations Sections § 1.704-2(f)(6) and 1.704-2(j)(22(f). This Section 6.4.A(i2(b)(1) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirements in Regulations Section § 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding Notwithstanding the provisions of Section 6.2 hereof, 5.1 of the Agreement or any other provision provisions of this Article 6Exhibit E, if there is a net decrease in Partnership Minimum Gain during any Partnership Yeartaxable year, then, subject to the exceptions set forth in Regulations Sections 1.704-2(f)(2)-(5), each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections Section 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(il(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirements in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section ----------------------- 1.704-2(f)) of the Regulations, notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6IV, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year Fiscal Year (and, if necessary, subsequent yearsFiscal Years) in an amount equal to such Holder’s Partner's share of the net decrease in Partnership Minimum Gain, as determined under Regulations in accordance with Section 1.704-2(g)) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2)) of the Regulations. This Section 6.4.A(i4.3(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of Regulations chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 67, if there is a net decrease in Partnership Minimum Gain during any Partnership Yearfiscal year, each Holder Partner shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2)) of the Regulations. This Section 6.4.A(i7.2(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of Regulations chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s 's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.B(i) is intended to qualify as a “"minimum gain chargeback” " within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof5.1, or any other provision of this Article 6V, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder shall be specially allocated items of Partnership income and gain for such year Fiscal Year (and, if necessary, subsequent yearsFiscal Years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section section 1.704-2(g2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i5.2(a)(i) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirement in Regulations Section section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6IV, if there is a net decrease in Partnership Minimum Gain during any Partnership Allocation Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year Allocation Year (and, if necessary, subsequent yearsAllocation Years) in an amount equal to such Holder’s Partner's share of the net decrease in Partnership Minimum Gain, as determined under Regulations in accordance with Section 1.704-2(g)) of the Regulations. Allocations pursuant to the previous immediately preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2)) of the Regulations. This Section 6.4.A(i4.03 (a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of Regulations chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6Section 3, if there is a net decrease in Partnership Minimum Gain during any Partnership Yearfiscal year, each Partner and Interest Holder shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s and Interest Holder’s share of the net decrease in Partnership Minimum Gain, as determined under in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner and Interest Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i3.2(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 6.02 hereof, or any other provision of this Article 6VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s Partner's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.03(a)(i) is intended to qualify as a “"minimum gain chargeback” " within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Company Minimum Gain during any Partnership Company Year, each Holder shall be specially allocated items of Partnership Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Company Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3(b)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6VII of the Partnership Agreement, if there is a net decrease in Partnership Minimum Gain during any Partnership Yeartaxable year, each Holder Partner shall be specially allocated items of Partnership income and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-1.704- 2(j)(2)) of the Regulations. This Section 6.4.A(i2(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of Regulations chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or Notwithstanding any other provision of this Article 64, if there is a net decrease in Partnership Minimum Gain during for any Partnership Fiscal Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year Fiscal Year (and, and if necessary, subsequent yearsnecessary for succeeding Fiscal Years) in an amount equal to such Holder’s Partner's share of the net decrease in Partnership Minimum Gain, as determined under in accordance with Treasury Regulations Section 1.704-2(g); provided, however, that this Section 4.3(a) shall not apply to the extent the circumstances described in Treasury Regulations Sections 1.704-2(f)(2), 1.704-2(f)(3), 1.704-2(f)(4), or 1.704-2(f)(5) exist. Allocations made pursuant to the previous preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items of Partnership income and gain to be allocated pursuant to this Section 4.3(a) shall be determined in accordance with Treasury Regulations Sections Section 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i4.3(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirement in Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6Agreement, if there is a net decrease in Partnership Minimum Gain partnership minimum gain (as defined in Regulations section 1.704-2(b)(2)) during any Partnership Yearfiscal year or other period, each Holder Member shall be specially allocated items of Partnership Company income and gain for such year period (and, if necessary, subsequent yearsperiods) in an amount equal to such HolderMember’s share of the net decrease in Partnership Minimum Gainpartnership minimum gain, as determined under in accordance with Regulations Section section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i5.06(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirement in Regulations Section section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereofof this Agreement, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Yearfiscal year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s Partner's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3(A)(i) is intended to qualify as a “"minimum gain chargeback” " within the meaning of Regulations Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulation and this Section 6.3(A)(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 64, if there is a net decrease in Partnership Minimum Gain during any Partnership Allocation Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year Allocation Year (and, if necessary, subsequent yearsAllocation Years) in an amount equal to such Holder’s Partner's share of the net decrease in Partnership Minimum Gain, as determined under Regulations in accordance with Section 1.704-2(g)) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2)) of the Regulations. This Section 6.4.A(i4.3(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of Regulations chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s 's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.B(a) is intended to qualify as a “minimum gain chargeback” "Minimum Gain Chargeback" within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereofof the Agreement, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Yearfiscal year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3(a)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Regulation Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulation and this Section 6.3(a)(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3(b)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder of Partnership Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.B(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year Partnership Year (and, if necessary, subsequent yearsPartnership Years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.2(a)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulations and this Section 6.2(a)(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-1.704- 2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-1.704- 2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.B(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or Notwithstanding any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during for any Partnership Yearfiscal year (except as a result of conversion or refinancing of Partnership indebtedness, certain capital contributions or revaluation of the Partnership property as further outlined in Section 1.704-2(f) of the Regulations), each Holder holder of Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s that holder's share of the net decrease in Partnership Minimum Gain, Gain as determined under Regulations Section 1.704-2(g)) of the Regulations. The items to be so allocated shall be determined in accordance with Section 1.704-2(f) of the Regulations. This clause (i) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to the previous sentence this clause 32 (i) shall be made in proportion to the respective amounts required to be allocated to each Holder holder of Units pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewithhereto.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6Section 3, if there is a net decrease in Partnership Minimum Gain during any Partnership Yearfiscal year, each General Partner and Interest Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s Person's share of the net decrease in Partnership Minimum Gain, as determined under in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Interest Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(61.7042(f)(6) and 1.704-2(j)(2)2 (j) (2) of the Regulations. This Section 6.4.A(i3.3 (a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of Regulations chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding in the provisions of Section 6.2 hereof, or any other provision of this Article 6, if event there is a net decrease in Partnership Minimum Gain during any Partnership a Fiscal Year, each Holder Partner shall be specially allocated (before any other allocation is made pursuant to this Article V) items of Partnership income and gain for such year (and, if necessary, for subsequent years) in an amount equal to such Holderthat Partner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to . (i) The determination of a Partner’s share of the previous sentence shall be made net decrease in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated Partnership Minimum Gain shall be determined in accordance with Regulations Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Partners in accordance with this Section 10.4(a) shall be determined in accordance with Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). . (iii) This Section 6.4.A(i5.5(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of Regulations chargeback requirement set forth in Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section section 1.704-2(f)) of the Regulations, notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6V, if there is a net decrease in Partnership Minimum Gain during any Partnership Yeartaxable year, each Holder Partner shall be specially allocated items of Partnership gross income and gain for such taxable year (and, and if necessary, subsequent taxable years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section in accordance with section 1.704-2(g)) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections sections 1.704-2(f)(6) and 1.704-2(j)(2)) of the Regulations. This Section 6.4.A(i5.2(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of Regulations Section chargeback requirement (set forth in section 1.704-2(f) of the Regulations) relating to Partnership nonrecourse liabilities (as defined in section 1.704-2(b)(3) of the Regulations) and shall be interpreted consistently therewithso interpreted.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 64, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year Fiscal Year (and, and if necessary, necessary subsequent yearsFiscal Years) in an amount equal to such Holder’s Partner's share of the net decrease in Partnership Minimum Gain, as determined under in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-1.704- 2(j)(2). This Section 6.4.A(i) Section 4.4.1 is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. 4.4.2 Partner Minimum Gain Chargeback

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.B(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.. Back to Contents

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, 6.1 of the Agreement or any other provision provisions of this Article 6Exhibit B, if there is a net decrease in Partnership Minimum Gain during any Partnership Yeartaxable year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections Section 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i1.(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirements in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. Solely for purposes of this Section 1.(a), each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of Partner Minimum Gain during such Partnership taxable year.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof7.2, or any other provision of this Article 6VII, if there is a net decrease in Partnership Minimum Gain during any Partnership Company Year, each Holder shall be specially allocated items of Partnership Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i7.3(a)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s Partner's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.B(1) is intended to qualify as a “"minimum gain chargeback” " within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6Section 5.1, if there is a net decrease in Partnership Minimum Gain during any Partnership YearAdjustment Period, each Holder Member shall be specially allocated items of Partnership Company income and gain for such year period (and, if necessary, subsequent yearsperiods) in an amount equal to such Holder’s Member's share of the net decrease in Partnership Minimum Gain, as determined under Regulations in accordance with Section 1.704-2(g)) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections Section 1.704-2(f)(6) and 1.704-2(j)(2)) of the Regulations. This Section 6.4.A(i5.1(b)(ii) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of Regulations chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations ----------------------- Regulations Section 1.7041. 704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s 's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.B(a) is intended to qualify as a “minimum gain chargeback” "Minimum Gain Chargeback" within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder Unitholder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s Unitholder's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Unitholder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(22(i)(2). This Section 6.4.A(i6.3.B(a) is intended to qualify as a “"minimum gain chargeback” " within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 ‎6.02 hereof, or any other provision of this Article 6‎VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s 's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i‎6.03(a)(i) is intended to qualify as a “"minimum gain chargeback” " within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereofof the Agreement, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3(A)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Regulation Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulation and this Section 6.3(A)(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. Regulation Section 1.704-2(f) shall be controlling in the event of a conflict between such Regulation and this Section 6.3A(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or Notwithstanding any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during for any Partnership Yearfiscal year (except as a result of conversion or refinancing of Partnership indebtedness, certain capital contributions or revaluation of the Partnership property as further outlined in Section 1.704-2(f) of the Regulations), each Holder holder of OP Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s that holder's share of the net decrease in Partnership Minimum Gain, Gain as determined under Regulations Section 1.704-2(g)) of the Regulations. The items to be so allocated shall be determined in accordance with Section 1.704-2(f) of the Regulations. This clause (i) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to the previous sentence this clause (i) shall be made in proportion to the respective amounts required to be allocated to each Holder holder of OP Units pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewithhereto.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article Section 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year Fiscal Year (and, if necessary, subsequent yearsFiscal Years) in an amount equal to such Holder’s Partner's share of the net decrease in Partnership Minimum Gain, as determined under in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2)) of the Regulations. This Section 6.4.A(i6.5(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of Regulations chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Yeartaxable year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent Partnership taxable years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.6.A(1) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Regulation Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulation and this Section 6.6.A(1).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or Notwithstanding any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during for any Partnership Yearfiscal year (except as a result of conversion or refinancing of Partnership indebtedness, certain capital contributions or revaluation of the Partnership property as further outlined in Section 1.704-2(f) of the Regulations), each Holder holder of Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s that holder's share of the net decrease in Partnership Minimum Gain, Gain as determined under Regulations Section 1.704-2(g)) of the Regulations. The items to be so allocated shall be determined in accordance with Section 1.704-2(f) of the Regulations. This clause (i) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to the previous sentence this clause (i) shall be made in proportion to the respective amounts required to be allocated to each Holder holder of Units pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewithhereto.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Fiscal Year, each Holder Unitholder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such HolderUnitholder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Unitholder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(22j)(2). This Section 6.4.A(i6.3.B(a) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations ----------------------- Regulations Section 1.7041. 704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during --------- any Partnership Yearfiscal year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s Partner's share of the net decrease in Partnership Minimum Gain, as determined under in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.02(a) is intended to qualify as a “comply --------------- with the minimum gain chargeback” within the meaning of chargeback requirement in Regulations Section 1.704-1.704- 2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof6.2, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or Notwithstanding any other provision of this Article 6VII, except the paragraph immediately following this paragraph, if there is a net decrease in Partnership Minimum Gain during any Partnership Yearfiscal year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under in accordance with Regulations Section 1.704-2(g2(g)(2), that is allocable to the disposition of Partnership property subject to Nonrecourse Liabilities, determined in accordance with Regulations Section 1.704- 2(f)(6). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and 1.704- 2(j)(2) of the Regulations. This Section 7.5(a) is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder of Partnership Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s 's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3B(1) is intended to qualify as a “"minimum gain chargeback” " within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof6.2, or any other provision of this Article 6VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3(a)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or Notwithstanding any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during for any Partnership Yearfiscal year (except as a result of conversion or refinancing of Partnership indebtedness, certain capital contributions or revaluation of the Partnership property as further outlined in Section 1.704-2(f) of the Regulations), each Holder holder of RP Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s that holder's share of the net decrease in Partnership Minimum Gain, Gain as determined under Regulations Section 1.704-2(g)) of the Regulations. The items to be so allocated shall be determined in accordance with Section 1.704-2(f) of the Regulations. This clause (i) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to the previous sentence this clause (i) shall be made in proportion to the respective amounts required to be allocated to each Holder holder of RP Units pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewithhereto.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f1.7042(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Allocation Year, each Interest Holder shall be specially allocated items of Partnership income and gain for such year Allocation Year (and, if necessary, subsequent yearsAllocation Years) in an amount equal to such Interest Holder’s 's share of the net decrease in Partnership Minimum Gain, as determined under in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Interest Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2)) of the Regulations. This Section 6.4.A(i) 6. 4.1 is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of Regulations chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereofof this Agreement, or any other provision of this Article 6VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.4(a)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6ARTICLE 5, if there is a net decrease in Partnership Minimum Gain during any Partnership Yeartaxable year, each Holder Partner shall be specially allocated items of Partnership income and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(iSubsection 5.3(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3.A(1) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 ‎5.02 hereof, or any other provision of this Article 6‎V, if there is a net decrease in Partnership Company Minimum Gain during any Partnership Company Year, each Holder shall be specially allocated items of Partnership Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Company Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i‎5.03(a)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year Partnership Year (and, if necessary, subsequent yearsPartnership Years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.2(a)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Regulation Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulation and this Section 6.2(a)(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder of Partnership Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3B(1) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Company Minimum Gain during any Partnership Company Year, each Holder shall be specially allocated items of Partnership Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Company Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3(a)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i6.3(a)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, 6.1 of the Agreement or any other provision provisions of this Article 6Exhibit C, if there is a net decrease in Partnership Minimum Gain during any Partnership Yeartaxable year, each Holder Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such HolderPartner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections Section 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4.A(i1.(a) is intended to qualify as a “comply with the minimum gain chargeback” within the meaning of chargeback requirements in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. Solely for purposes of this Section 1.(a), each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of Partner Minimum Gain during such Partnership taxable year.