Common use of Minimum Gain Chargeback Clause in Contracts

Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2 of the Treasury Regulations, and notwithstanding any other provision of this Section, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704-2(f)(6), 1.704-2(j) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section is intended to comply with the minimum gain chargeback requirement in section 1.704-2(f) of the Treasury Regulations and shall be applied consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionArticle III, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member Unit Holder shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's Unit Holder’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member Unit Holder pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704-2(f)(6), ) and 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 3.3(a) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle V, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g). Allocations pursuant to the previous immediately preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Section 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.04(b)(i) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle 5, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g). Allocations pursuant to the previous immediately preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Section 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.04(b)(i) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle 5, if there is a net decrease in Company Minimum Gain during any Fiscal Allocation Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Allocation Year (and, if necessary, subsequent Fiscal Allocation Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.4(a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle V, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g). Allocations pursuant to the previous immediately preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Section 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.03(a)(i) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2 of the Treasury Regulations, and notwithstanding any other provision of this Section, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704-2(f)(6), 1.704-2(j) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section is intended to comply with the minimum gain chargeback requirement in section 1.704-2(f) of the Treasury Regulations and shall be applied consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle V, if there is a net decrease in Company Minimum Gain during any Fiscal Allocation Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Allocation Year (and, if necessary, subsequent Fiscal Allocation Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g). Allocations pursuant to the previous immediately preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.04(b)(i) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle V, if there is a net decrease in Company Minimum Gain during any Fiscal Allocation Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Allocation Year (and, if necessary, subsequent Fiscal Allocation Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.3(a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2 of the Treasury Regulations, and notwithstanding Notwithstanding any other provision of this SectionArticle V and except as otherwise provided in Treasury Regulation Section 1.704-2(f), if there is a net decrease in Company Minimum Gain during any Fiscal YearPeriod of the Company, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year Period (and, if necessary, subsequent Fiscal YearsPeriods) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, as determined in accordance with under Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulation Sections 1.704-2(f)(6) and (j)(2), 1.704-2(j) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.2(a) is intended to comply with the minimum gain chargeback requirement in section such Treasury Regulation Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle 6, if there is a net decrease in Company Minimum Gain during any Company Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items of Company income and gain to be so allocated pursuant to this Section 6.2.1 shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section Section 6.2.1 is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionARTICLE 5, if there is a net decrease in Company Minimum Gain during any Fiscal Allocation Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Allocation Year (and, if necessary, subsequent Fiscal Allocation Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.4(a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionARTICLE IV, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that equals such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant theretoto such sentence. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 4.2(a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionSection 3.02, if there is a net decrease in Company Minimum Gain “partnership minimum gain” (as defined in Treasury Regulations Section 1.704-2(b)(2) during any Fiscal Yearfiscal year or other relevant period, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year fiscal year or other relevant period (and, if necessary, subsequent Fiscal Yearsfiscal years and other periods) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gainpartnership minimum gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704-2(f)(6), 1.704-2(j) (2), and other applicable provisions in section 1.704-2 1.704(j)(2) of the Treasury Regulations. This Section 3.02(b) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2 of the Treasury Regulations, Notwithstanding Section 8.1 and notwithstanding any other provision of this SectionSection 8.2, if there is a net decrease in Company Minimum Gain minimum gain, as such term is used in Treasury Regulations Section 1.704-2(g)(2), during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to the portion of such Member's ’s share of the net decrease in Company Minimum Gainminimum gain that is allocable to the disposition of Company property subject to a nonrecourse liability, which share of such net decrease shall be determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g2(g)(2). Allocations pursuant to the previous sentence this Section 8.3.1 shall be made in proportion to the respective amounts required to be allocated to each Member pursuant theretounder this Section 8.3.1. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Section 1.704-2(f)(62(f), 1.704-2(j) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 8.3.1 is intended to comply with the minimum gain chargeback requirement contained in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulation §1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionAgreement, if there is a net decrease in the Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits the Fund income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in the Company Minimum Gain, determined in accordance with Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations §1.704-2(f)(6), ) and §1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 6.2(b) is intended to comply with the minimum gain chargeback requirement in section §1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle IV, if there is a net decrease in Company Minimum Gain during any Fiscal Yearfiscal year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year fiscal year (and, if necessary, subsequent Fiscal Yearsfiscal years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 4.5(a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionArticle V, if there is a net decrease in Company Membership Minimum Gain during any Fiscal Allocation Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Allocation Year (and, if necessary, subsequent Fiscal Allocation Years) in an amount equal to such Member's ’s share of the net decrease in Company Membership Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704-2(f)(6), ) and 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.3(a)(i) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionExhibit B, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Section 1.704-2(g)) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704-2(f)(6), 1.704-2(j) (2), and other applicable provisions in section 1.704-2 1.704- 2(j)(2) of the Treasury Regulations. This Section (a) is intended to comply with the partnership minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulation Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle V, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulation Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.2(a) is intended to comply with the minimum gain chargeback requirement in section Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle 5, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g). Allocations pursuant to the previous immediately preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.04(b)(i) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionAgreement, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section Subsection (b) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle V, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Nonvoting Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Nonvoting Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g). Allocations pursuant to the previous immediately preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Nonvoting Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Section 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.04(b)(i) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this Section‎Article V, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g). Allocations pursuant to the previous immediately preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section ‎5.03(b)(i) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulation Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionSection 14, if there is a net decrease in Company Minimum Gain during any Fiscal YearAllocation Period, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year Allocation Period (and, if necessary, subsequent Fiscal YearsAllocation Periods) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulation Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 14(c)(i) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulation Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this Section‎Article 5, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g). Allocations pursuant to the previous immediately preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Section 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section ‎Section 5.04(b)(i) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Tax Regulations, and notwithstanding any other provision of this SectionArticle IX, if there is a net decrease in Company Partnership Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Partnership Minimum Gain, determined in accordance with Treasury Regulation section Tax Regulations Section 1.704-2(g)) of the Tax Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704-2(f)(6), ) and 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Tax Regulations. This Section 9.4(a) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Tax Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionExhibit B, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Section 1.704-2(g)) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704-2(f)(6), ) and 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section Section (a) is intended to comply with the partnership minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionSection 3, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member Unit Holder shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's Unit Holder’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member Unit Holder pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704l.704-2(f)(6), 1.704) and l.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 3.3(a) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionAgreement, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 6.4(a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations § 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle V, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Regulations § 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations §§ 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.2(a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations § 1.704-2(f) of the Treasury Regulations and shall be interpreted and applied consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section To the extent required by Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this Section, if there is a net decrease in Company Minimum Gain during any Fiscal Year“partnership minimum gain” (within the meaning of Section 1.704-2(b)(2) of the Treasury Regulations) in a fiscal year, then each Member shall be specially allocated items of Company Profits for such Fiscal Year income and gain (andincluding gross income) arising during that fiscal year (and if necessary subsequent fiscal years), if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 1.704-2(g)partnership minimum gain. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulation Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.1(b)(i) is intended to comply with the minimum gain chargeback requirement in section requirements of Treasury Regulation Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle V, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Economic Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Economic Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g). Allocations pursuant to the previous immediately preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Economic Member pursuant thereto, and shall be calculated so as to result in the smallest and non-duplicative minimum gain chargebacks. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Section 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.04(b)(i) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionExhibit C, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section Paragraph 1.4 (a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionSection 3.3, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Com- pany Minimum Gain, determined in accordance with Treasury Regulation section Section 1.704-2(g)) of the Treasury Regula- tions. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704-2(f)(6), ) and 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 3.3(e)(i) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied consistently interpreted consistent- ly therewith.

Minimum Gain Chargeback. Except as otherwise provided in section To the extent required by Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this Section, if there is a net decrease in Company Minimum Gain during any Fiscal Year"partnership minimum gain" (within the meaning of Section 1.704-2(b)(2) of the Treasury Regulations) in a fiscal year, then each Member shall be specially allocated items of Company Profits for such Fiscal Year income and gain (andincluding gross income) arising during that fiscal year (and if necessary subsequent fiscal years), if necessary, subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 1.704-2(g)partnership minimum gain. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulation Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.1(b)(i) is intended to comply with the minimum gain chargeback requirement in section requirements of Treasury Regulation Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionArticle V, if there is a net decrease in Company Minimum Gain during any Fiscal YearCompany taxable year, each Member shall be specially allocated items of Company Profits gross income and gain for such Fiscal Year taxable year (and, and if necessary, subsequent Fiscal Yearstaxable years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704-2(f)(6), ) and 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.2(a) is intended to comply with the minimum gain chargeback requirement (set forth in section 1.704-2(f) of the Treasury Regulations Regulations) relating to Company nonrecourse liabilities (as defined in section 1.704-2(b)(3) of the Regulations) and shall be applied consistently therewithso interpreted.

Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2 of the Treasury Regulations, Notwithstanding Section 8.1 and notwithstanding any other provision of this SectionSections 8.2, if there is a net decrease in Company Minimum Gain minimum gain, as such term is used in Treasury Regulations Section 1.704-2(g)(2), during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to the portion of such Member's ’s share of the net decrease in Company Minimum Gainminimum gain that is allocable to the disposition of Company property subject to a nonrecourse liability, which share of such net decrease shall be determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g2(g)(2). Allocations pursuant to the previous sentence this Section 8.3.1 shall be made in proportion to the respective amounts required to be allocated to each Member pursuant theretounder this Section 8.3.1. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Section 1.704-2(f)(62(f), 1.704-2(j) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 8.3.1 is intended to comply with the minimum gain chargeback requirement contained in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulation Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle VII, if there is a net decrease in Company Minimum Gain during any Fiscal Yearfiscal year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year fiscal year (and, if necessary, subsequent Fiscal Yearsfiscal years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulation Sections 1.704-2(f)(6) and 1.7042(j)(2), 1.704-2(j) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 7.2(a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulation Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section 1.704Treasury Regulationss.1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionLLC Agreement, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section ss. 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704Treasury Regulation ss.1.704-2(f)(6) and ss.1.704-20)(2), 1.704-2(j) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 17.1(b) is intended to comply with the minimum gain chargeback requirement in section ss. 1.704-2(f) of the Treasury Regulations Regulation and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle V, if there is a net decrease in Company Minimum Gain during any Fiscal Allocation Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Allocation Year (and, if necessary, subsequent Fiscal Allocation Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(g)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.3(a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionSection 3, if there is a net decrease in Company Minimum Gain during any Fiscal Yearfiscal year, each Member and Interest Holder shall be specially allocated items of Company Profits income and gain for such Fiscal Year fiscal year (and, if necessary, subsequent Fiscal Yearsfiscal years) in an amount equal to such Member's ’s and Interest Holder’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member and Interest Holder pursuant thereto. The items to be so allocated shall be determined in accordance with sections Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 3.2(a) is intended to comply with the minimum gain chargeback requirement in section Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2 of the Treasury Regulations, and notwithstanding Notwithstanding any other provision of this SectionArticle 3, if there is a net decrease in Company Minimum Gain during any Fiscal Yearfiscal year, each Member shall shall, subject to the exceptions provided in Treasury Regulation Section 1.704-2(f). be specially allocated items of Company Profits income and gain for such Fiscal Year fiscal year (and, if necessary, subsequent Fiscal Yearsfiscal years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Gain within the meaning of Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulation Sections 1.704- 2(6) and 1.704-2(f)(62(i)(2), 1.704-2(j. To the extent that this Section 4.3(b) (2), and other applicable provisions in section 1.704-2 of the is inconsistent with Treasury Regulations. This Regulation Section is intended to comply with the minimum gain chargeback requirement in section 1.704-2(f) of ), the Treasury Regulations and Minimum Gain Chargeback provided for herein shall be applied consistently therewithand interpreted in accordance with such Treasury Regulation.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionSection 6, if there is a net decrease in Company Minimum Gain during any company Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) ), in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g). Allocations pursuant to the previous prior sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section Section 6.2.1 is intended to comply with the minimum gain chargeback requirement set forth in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulation Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle VI, if there is a net decrease in Company Minimum Gain during any Fiscal Yearfiscal year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year fiscal year (and, if necessary, subsequent Fiscal Yearsfiscal years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 6.2(a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulation Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle III, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations sections 1.704-2(f)(6), ) and 1.704-2(j) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 3.12(c) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.. ​

Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2 Section 1.704- 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionArticle VI, if there is a net decrease in Company Minimum Gain during any Fiscal Tax Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Tax Year (and, if necessary, subsequent Fiscal Tax Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Section 1.704-2(g)) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704- 2(f)(6) and 1.704-2(f)(6), 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section paragraph (a) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section ----------------------- Treasury Regulations (S) 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionAgreement, if there is a net decrease in Company Venture Minimum Gain during any Fiscal Yeara fiscal year, each Member Venturer shall be specially allocated items of Company Profits Venture income and gain for such Fiscal Year fiscal year (and, if necessary, subsequent Fiscal Yearsfiscal years) in an amount equal to such MemberVenturer's share of the net decrease in Company Venture Minimum Gain, determined in accordance with Treasury Regulation 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 Member Venturer pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations (S)(S) 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 11.8(a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations (S) 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this Section‎Article III, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section ‎3.12‎(c) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle III, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 3.12(c) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulation § 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle 13, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits gross income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) before any other allocation under this Article 13 in an amount equal to such Member's share of the net decrease in Company Minimum GainGain during such Fiscal Year, determined in accordance with Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulation § 1.704-2(f)(6), ) and Treasury Regulation § 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 13.5 is intended to comply with the minimum gain chargeback requirement in section Treasury Regulation § 1.704-2(f) of the Treasury Regulations and shall be applied and interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2 of the Treasury Regulations, and notwithstanding Notwithstanding any other provision of this SectionArticle 3, if there is a net decrease in Company Minimum Gain during any Fiscal Yearfiscal year, each Member shall shall, subject to the exceptions provided in Treasury Regulation Section 1.704-2(f), be specially allocated items of Company Profits income and gain for such Fiscal Year fiscal year (and, if necessary, subsequent Fiscal Yearsfiscal years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Gain within the meaning of Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulation Sections 1.704-2(f)(6), 2(6) and 1.704-2(j2(i)(2). To the extent that this Section 4.3(b) (2), and other applicable provisions in section 1.704-2 of the is inconsistent with Treasury Regulations. This Regulation Section is intended to comply with the minimum gain chargeback requirement in section 1.704-2(f) of ), the Treasury Regulations and Minimum Gain Chargeback provided for herein shall be applied consistently therewithand interpreted in accordance with such Treasury Regulation.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionSection 3, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member Unit Holder shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's Unit Holder’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member Unit Holder pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704-2(f)(6), 2(f) (6) and 1.704-2(j) (2), and other applicable provisions in section 1.704-2 ) of the Treasury Regulations. This Section 3.3(a) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.. BIG RIVER RESOURCES GXXXXXXX, LLC OPERATING AGREEMENT

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionExhibit B, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Section 1.704-2(g)) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704-2(f)(6), ) and 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section (a) is intended to comply with the partnership minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle V, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member the Members shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Section 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section subsection 5.2(a) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2 of the Treasury Regulations, Notwithstanding Sections 8.1 and notwithstanding any other provision of this Section8.2, if there is a net decrease in Company Minimum Gain minimum gain, as such term is used in Treasury Regulations Section 1.704-2(g)(2), during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to the portion of such Member's share of the net decrease in Company Minimum Gainminimum gain that is allocable to the disposition of Company property subject to a nonrecourse liability, which share of such net decrease shall be determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g2(g)(2). Allocations pursuant to the previous sentence this Section 8.3.1 shall be made in proportion to the respective amounts required to be allocated to each Member pursuant theretounder this Section 8.3.1. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Section 1.704-2(f)(62(f), 1.704-2(j) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 8.3.1 is intended to comply with the minimum gain chargeback requirement contained in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided Subject to the exceptions set forth in section Treasury Regulations Section 1.704-2 of the Treasury Regulations, and notwithstanding any other provision of this Section2(f), if there is a net decrease in Company Minimum Gain during any a Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Yearsyears) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, Gain during such Fiscal Year (which share of such net decrease shall be determined in accordance with under Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulation Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section It is intended to comply with the that this Section 5.6(c)(i) shall constitute a “minimum gain chargeback requirement in section chargeback” as provided by Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2 of the Treasury Regulations, and notwithstanding any other provision of this SectionNotwithstanding Section 7.1, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Yearsfiscal years) in an amount equal to the portion of such Member's ’s share of the net decrease in Company Minimum GainGain that is allocable to the disposition of Company property, subject to a Nonrecourse Liability, which share of such net decrease shall be determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g2(g)(2). Allocations pursuant to the previous sentence this Section 7.2.1 shall be made in proportion to the respective amounts required to be allocated to each Member pursuant theretounder this Section 7.2.1. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 7.2.1 is intended to comply with the minimum gain chargeback requirement contained in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section ----------------------- 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionArticle III, if there is a net decrease in Company Member Minimum Gain during any Fiscal ----------- Allocation Year, each Member shall be specially allocated items of Company Profits LLC income and gain for such Fiscal Allocation Year (and, if necessary, subsequent Fiscal Allocation Years) in an amount equal to such MemberPerson's share of the net decrease in Company Member Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704-2(f)(6), ) and 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section ------- 3.3 (a) is intended to comply with the minimum gain chargeback requirement in section ----- Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section ----------------------- Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionArticle 5, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Section 1.704-2(g)) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704-2(f)(6), ) and 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.1(b)(i) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionSection 7, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits LLC income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g). Allocations , allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704-2(f)(6), ) and 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 7.2(c)(1)(i) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith. "Company Minimum Gain" has the same meaning as the term "partnership minimum gain" set forth in Treasury Regulations Section 1.704(2) (b)(2) and 1.704-2(d).

Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2 of the Treasury Regulations, Regulation Section 1.704 2(f) and notwithstanding any other provision of this SectionSection 2.11(b)(i) or (ii) hereof, if there is a net decrease in Company Minimum Gain partnership minimum gain (as defined in Treasury Regulation Sections 1.704 2(b)(2) and 1.704 2(d)) during any Fiscal Yearfiscal year of the Portfolio, each Member Shareholder shall be specially allocated items of Company Profits income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsfiscal years) in an amount equal to such Member's that Shareholder’s share of the net decrease in Company Minimum Gain, partnership minimum gain (determined in accordance with Treasury Regulation section 1.704-2(gSection 1.704 2(g)(2)). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Shareholder pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704-Treasury Regulation Sections 1.704 2(f)(6) and 1.704 2(j)(2), 1.704-2(j. The provisions of this Section 2.11(b)(iv)(A) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section is are intended to comply with the minimum gain chargeback requirement in section 1.704-Treasury Regulation Section 1.704 2(f) of the Treasury Regulations and shall be applied consistently interpreted in accordance therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle X, if there is a net decrease in Company Minimum Gain during any Fiscal Taxable Year, each Member Holder shall be specially allocated items of Company Profits income and gain for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member's the Holder’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member Holder pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 10.6(a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulation Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionAgreement, if there is a net decrease in Company Minimum Gain partnership minimum gain (as defined in the Code) during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gainpartnership minimum gain, determined in accordance with Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulation Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 4.1(iii)(i) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulation Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury RegulationsRegulations relating to the IRS Code, and notwithstanding any other provision of to this SectionArticle, if there is a net decrease in Company the Member’s Minimum Gain during any Fiscal YearCompany fiscal year and it is required for the allocations under this Article to have substantial economic effect, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) in an amount equal to such Member's ’s share of the net decrease in Company Members Minimum Gain, determined in accordance with Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704-2(f)(6), 1.704-2(j) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section is intended to comply with the minimum gain chargeback requirement in section requirements of Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionArticle 6, if there is a net decrease in Company Minimum Gain during any company Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) ), in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g). Allocations pursuant to the previous prior sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section Section 6.2.1 is intended to comply with the minimum gain chargeback requirement set forth in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2 Section 1.704- 2(f) of the Treasury Tax Regulations, and notwithstanding any other provision of this SectionArticle VIII, if there is a net decrease in Company Partnership Minimum Gain during any Fiscal YearPeriod, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year Period (and, if necessary, subsequent Fiscal YearsPeriods) in an amount equal to such Member's share of the net decrease in Company Partnership Minimum Gain, determined in accordance with Treasury Regulation section Section 1.704-2(g)) of the Tax Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704-2(f)(6), ) and 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Tax Regulations. This Section 8.3(a) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Tax Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2 of the Treasury Regulations, Notwithstanding Sections 8.1 and notwithstanding any other provision of this Section8.2, if there is a net decrease in Company Minimum Gain minimum gain, as such term is used in Treasury Regulations Section 1.704-2(g)(2), during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to the portion of such Member's ’s share of the net decrease in Company Minimum Gainminimum gain that is allocable to the disposition of Company property subject to a nonrecourse liability, which share of such net decrease shall be determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g2(g)(2). Allocations pursuant to the previous sentence this Section 8.3.1 shall be made in proportion to the respective amounts required to be allocated to each Member pursuant theretounder this Section 8.3.1. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Section 1.704-2(f)(62(f), 1.704-2(j) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 8.3.1 is intended to comply with the minimum gain chargeback requirement contained in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionArticle VII, if there is a net decrease in Company Minimum Gain during any Company Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704-2(f)(6), ) and 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 7.2(a) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionSection 5.3(a), if there is a net decrease in Company Minimum Gain during any Fiscal Allocation Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Allocation Year (and, if necessary, subsequent Fiscal Allocation Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g). Allocations pursuant to the previous immediately preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.3(b)(i) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section 1.704Treasury ----------------------- Regulations Section 1. 704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionSection 5, if there is a net decrease in Company Partnership Minimum Gain during for any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, and if necessary, subsequent necessary for succeeding Fiscal Years) in an amount equal to such Member's share of the net decrease in Company Partnership Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g). Allocations made pursuant to the previous preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items of Company income and gain to be so allocated pursuant to this Section 5.2(a) shall be determined in accordance with sections Treasury Regulations Section 1.704-2(f)(6), ) and Treasury Regulations Section 1.704-2(j) (22(j)(2), and other applicable provisions . The amount of Partnership Minimum Gain shall be determined in section accordance with Treasury Regulations Section 1.704-2 of the Treasury Regulations2(d). This Section 5.2(a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2 of the Treasury RegulationsRegulations § 1.704‑2(f), and notwithstanding any other provision of this SectionArticle V, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 1.704-2(gRegulations § 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704-2(f)(6Treasury Regulations §§ 1.704‑2(f)(6) and 1.704‑2(j)(2), 1.704-2(j) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.2(a) is intended to comply with the minimum gain chargeback requirement in section 1.704-2(f) of the Treasury Regulations § 1.704‑2(f) and shall be interpreted and applied consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionSection 5.2, if there is a net decrease in Company Minimum Gain during any Fiscal Yearfiscal year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year fiscal year (and, if necessary, subsequent Fiscal Yearsfiscal years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704-2(f)(6), 2(f) (6) and 1.704-2(j) (2), and other applicable provisions in section 1.704-2 ) of the Treasury Regulations. This Section Paragraph A.1 is intended to comply with the minimum gain chargeback charge back requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionSection 3.3, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Section 1.704-2(g)) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704-2(f)(6), ) and 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 3.3(e)(i) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section 1.704Regulations Section l.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle VIII, if there is a net decrease in Company Minimum Gain during any Fiscal YearYear or other period, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year year or other period (and, if necessary, subsequent Fiscal Yearsyears) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member the various Members pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704Sections l.704-2(f)(6), 1.704-2(j) (2), and other applicable provisions in section 1.704-2 1.704(j)(2) of the Treasury Regulations. This Section 4.3(a) is intended to comply with the minimum gain chargeback requirement in section 1.704Section l.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionArticle VI, if there is a net decrease in Company Minimum Gain partnership minimum gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such the Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gainpartnership minimum gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704-2(f)(6), 1.704-2(j) (2), and other applicable provisions in section 1.704-2 1.704(j)(2) of the Treasury Regulations. This Section subsection 6.02 (a) (i) is intended to comply with the minimum gain chargeback requirement in section 1.704-2(fSection 1.704(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionSection 3.3, if there is a net decrease in Company Minimum Gain during any Fiscal Yearfiscal year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year fiscal year (and, if necessary, subsequent Fiscal Yearsfiscal years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 1.704Regulations ss.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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704-2(f)(6), 2(f) (6) and 1.704-2(j) (2), and other applicable provisions in section 1.704-2 ) of the Treasury Regulations. This Section Paragraph A is intended to comply with the minimum gain chargeback charge back requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionARTICLE 11, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that equals such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant theretoto the sentence. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 11.2(a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this Section, if there is a net decrease in Company Partnership Minimum Gain during any Fiscal Taxable Year, each Member shall be specially allocated items of Company Profits the Company’s income and gain for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member's ’s share of the net decrease in Company Partnership Minimum Gain, determined in accordance with Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704-2(f)(6), ) and 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 2.2(c) is intended to comply with the minimum gain chargeback requirement in section 1.704-2(f) of the Treasury Regulations and shall be applied consistently therewithinterpreted in a manner that is consistent with such intent.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulation ‎‎Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionAgreement, if there is a net decrease ‎net ‎decrease in Company Minimum Gain during “partnership minimum gain” (as defined in the Treasury Regulations) ‎during any Fiscal Year‎Year, each Member ‎Member shall be specially allocated items of Company Profits for income and gain ‎for such Fiscal Year (and‎‎(and, if necessary, subsequent Fiscal Years) in an amount equal to such ‎such Member's ’s share of the ‎the net decrease in Company Minimum Gainpartnership minimum gain, determined in accordance ‎accordance with Treasury Regulation section ‎Regulation Section 1.704-2(g). Allocations pursuant to the previous ‎previous sentence shall be made in proportion ‎proportion to the respective amounts required to be allocated ‎allocated to each Member pursuant thereto. The ‎The items to be so allocated shall be determined ‎determined in accordance with sections Treasury Regulation ‎Sections 1.704-2(f)(6) and 1.704-‎‎2(j)(2), 1.704-2(j) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.4(a) is intended to comply with the minimum ‎minimum gain chargeback requirement ‎requirement in section Treasury Regulation Section 1.704-2(f) of the Treasury Regulations and shall be applied consistently therewith.‎interpreted ‎consistently therewith.‎

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionARTICLE 5, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g). Allocations pursuant to the previous immediately preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Section 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.04(b)(i) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulation Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionSchedule E, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulation Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section E.3(a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulation Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle V, if there is a net decrease in Company Minimum Gain during any Fiscal Allocation Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Allocation Year (and, if necessary, subsequent Fiscal Allocation Years) in an amount equal to such Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(g). Allocations pursuant to the previous immediately preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 5.03(b)(i) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Treasury Regulations Section 1.704-2 of the Treasury Regulations2(f), and notwithstanding any other provision of this SectionArticle X, if there is a net decrease in Company Minimum Gain during any Fiscal Taxable Year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such the Member's ’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Treasury Regulations Sections 1.704-2(f)(6), ) and 1.704-2(j) (22(j)(2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 10.6(a) is intended to comply with the minimum gain chargeback requirement in section Treasury Regulations Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionSection 1.2, if there is a net decrease in Company Minimum Gain during any Fiscal Yearfiscal year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) in an amount equal to the portion of such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections Sections 1.704-2(f)(6), ) and 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section 1.2(c)(i) is intended to comply with the minimum gain chargeback requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in section Section 1.704-2 2(f) of the Treasury Regulations, and notwithstanding any other provision of this SectionSection 5.2, if there is a net decrease in Company Minimum Gain during any Fiscal Yearfiscal year, each Member shall be specially allocated items of Company Profits income and gain for such Fiscal Year fiscal year (and, if necessary, subsequent Fiscal Yearsfiscal years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation section 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704-2(f)(6), ) and 1.704-2(j2(j)(2) (2), and other applicable provisions in section 1.704-2 of the Treasury Regulations. This Section Paragraph A.1 is intended to comply with the minimum gain chargeback charge back requirement in section Section 1.704-2(f) of the Treasury Regulations and shall be applied interpreted consistently therewith.