Common use of Minimum Gain Chargeback Clause in Contracts

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event there is a net decrease in Company Minimum Gain during a Company taxable year, each Member shall be allocated (before any other allocation is made pursuant to this Section 8) items of income and gain for such year (and, if necessary, for subsequent years) equal to that Member’s share of the net decrease in Company Minimum Gain. (i) The determination of a Member’s share of the net decrease in Company Minimum Gain shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section 1.704-2(f)(6). (iii) This Section 8.2(a) is intended to comply with the Minimum Gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Section 3, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member Unit Holder shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that Membersuch Unit Holder’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Unit Holder pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a3.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Section 5, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member Unit Holder shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that Membersuch Unit Holder’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Unit Holder pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a5.6(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article III, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member Unitholder shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year the Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that Memberthe Unitholder’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations, Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Unitholder pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Regulations, Sections 1.704-2(f)(6) and 1.704-2(j)(2). (iii) . This Section 8.2(a3.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Regulations, Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Section 3, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member Unit Holder shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that Membersuch Unit Holder’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Unit Holder pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a3.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article 14, if there is a net decrease in Company Minimum Gain during a Company taxable yearany fiscal year of the Company, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that the portion of such Member’s share of the net decrease in Company Minimum Gain. (i, determined in accordance with Section 1.704-2(g) The determination of a Member’s share of the net decrease Regulations. Allocations pursuant to the previous sentence shall be made in Company Minimum Gain proportion to the respective amounts required to be allocated to each Member pursuant to such Regulations. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a) 14.4 is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewithwith it.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f) ), notwithstanding the provisions of the RegulationsSection 6.2 hereof, in the event or any other provision of this Article 6, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) , as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). (iii) . This Section 8.2(a6.3.A(1) is intended to comply with qualify as a “minimum gain chargeback” within the Minimum Gain chargeback requirement set forth in meaning of Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f) ), notwithstanding any other provision of the Regulationsthis Article VI, in the event if there is a net decrease in Company Minimum Gain during a Company taxable yearany Allocation Period, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Allocation Period (and, if necessary, for subsequent yearsAllocation Periods) in an amount equal to that the portion of such Member’s share of the net decrease in Company Minimum Gain. (i) The determination of a Member’s 's share of the net decrease in Company Minimum Gain which share of such net decrease shall be determined in accordance with Regulation Regulations Section 1.704-2(g2(g)(2). (ii) . 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 specially so allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Regulations Section 1.704-2(f)(6) and 1.704-2(j)(2).. This Section (iii) This Section 8.2(a) 6.3.1 is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth contained in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event there is a net decrease in Company Minimum Gain during a Company taxable year, each Member shall be allocated (before any other allocation is made pursuant to this Section 8) 7.3) items of income and gain for such year (and, if necessary, for subsequent years) equal to that Member’s share of the net decrease in Company Minimum Gain. (i) . The determination of a Member’s share of the net decrease in Company Minimum Gain shall be determined in accordance with Regulation Regulations Section 1.704-2(g). (ii) . The items to be specially allocated to the Members in accordance with this Section 8.2(a7.3(a) shall be determined in accordance with Regulation Section 1.704-2(f)(6). (iii) . This Section 8.2(a7.3(a) is intended to comply with the Minimum Gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article IX, if there is a net decrease in Company Minimum Gain during a Company any taxable year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such taxable year (and, if necessary, for subsequent taxable years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a9.7(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article III, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Allocation Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Allocation Year (and, if necessary, for subsequent yearsAllocation Years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section Sections 1.704-2(g). 2(f) (ii6) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section and 1.704-2(f)(6). 2(j) (iii2) of the Regulations. This Section 8.2(a3.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article 4, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Allocation Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Allocation Year (and, if necessary, for subsequent yearsAllocation Years) in an amount equal to that such Member’s 's share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a4.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article 6, if there is a net decrease in Company Partnership Minimum Gain during a any Company taxable yearFiscal Year, each Member the Members shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that each Member’s share of the net decrease in Company Partnership Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to the Members pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a6.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section Regulations § 1.704-2(f) of the Regulations), in the event if there is a net decrease in Company Minimum Gain during a Company taxable year, then each Member shall be allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations § 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 pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2)(i). (iii) . This Section 8.2(a6.2(b)(i) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section of Regulations § 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f) and notwithstanding any other provision of the Regulationsthis Article VI, in the event if there is a net decrease in Company Minimum Gain of a Series during a Company taxable yearany Fiscal Year of such Series, each Member of such Series shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Series income and gain for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that Member’s share of the net decrease in Company Minimum Gain. (i) The determination of a such Member’s share of the net decrease in Company Minimum Gain of such Series, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). (iii) . This Section 8.2(a6.2(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided Notwithstanding any other provision of this Article 10, but subject to the exceptions set forth in Section Regulations Sections 1.704-2(f2(f)(2), (3), (4) of the Regulationsand (5), in the event if there is a net decrease in Company Minimum Gain during a any Company taxable year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such taxable year (and, if necessary, for subsequent taxable years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii2(f) The items to be specially allocated to of the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section 1.704-2(f)(6). (iii) Regulations. This Section 8.2(a) 10.2.1 is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f2(g) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article 4, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Allocation Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Allocation Year (and, if necessary, for subsequent yearsAllocation Years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a4.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section Regulation §1.704-2(f) ), notwithstanding any other provision of the Regulationsthis Article 4, in the event if there is a net decrease in Company Minimum Gain during a Company taxable yearany Allocation Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Allocation Year (and, if necessary, for subsequent yearsAllocation Years) in an amount equal to that such Member’s share Membership Interest of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulation §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 determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section §§1.704-2(f)(6) and 1.704- 2(j)(2). . This subsection (iii) This Section 8.2(ab) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section Regulation §1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f) ), notwithstanding the provisions of the RegulationsSection 6.2 hereof, in the event or any other provision of this Article VI, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) , as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). (iii) . This Section 8.2(a6.3A.(1) is intended to comply with qualify as a “minimum gain chargeback” within the Minimum Gain chargeback requirement set forth in meaning of Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Section 3, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member Unit Holder shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that Member’s such Unit Holder's share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Unit Holder pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section sections 1.704-2(f)(6).) and 1.704-2(j)(2) of the Regulations. This Section 3.3 (iii) This Section 8.2(aa) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) Notwithstanding any other provision of the Regulationsthis Article IV, in the event if there is a net decrease in Company Minimum Gain during a any Company taxable yearYear or other applicable period, then, subject to the exceptions set forth in Regulations § 1.704-2(f)(2), (3), (4) and (5), each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Company Year (and, if necessary, for subsequent yearsCompany Years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) , as determined in accordance with Regulation § 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 determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section § 1.704-2(g2(f). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section 1.704-2(f)(6). (iii) . This Section 8.2(a4.04(b) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section Regulation § 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f) ), notwithstanding any other provision of the Regulationsthis Article IV, in the event if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that the portion of such Member’s share of the net decrease in Company Minimum Gain. (i) The determination of a Member’s 's share of the net decrease in Company Minimum Gain which share of such net decrease shall be determined in accordance with Regulation Regulations Section 1.704-2(g2(g)(2). (ii) . 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 specially so allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Regulations Section 1.704-2(f)(6) and 1.704-2(j)(2). (iii) . This Section 8.2(a4.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth contained in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article IX, if there is a net decrease in Company Minimum Gain during a Company any taxable year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such taxable year (and, if necessary, for subsequent taxable years) in an amount equal to that such Member’s 's share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section sections 1.704-2(g). 2(f) (ii6) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section and 1.704-2(f)(6). 2(j) (iii2) of the Regulations. This Section 8.2(a9.9(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) Notwithstanding any other provision of the Regulationsthis Article IX, in the event if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, then, subject to the exceptions set forth in Regulations Sections 1.704-2(f)(2), (3), (4) and (5), each Class B Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of the Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that such Class B Member’s 's share of the net decrease in Company Minimum Gain. (i) The determination of a Member’s share of the net decrease in Company Minimum Gain shall be , as determined in accordance with Regulation under Regulations Section 1.704-2(g). (ii) . Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Class B Member pursuant thereto. The items to be specially so allocated to the Members in accordance with this Section 8.2(a) shall be determined in such section of the Regulations in accordance with Regulation Regulations Section 1.704-2(f)(62(f). (iii) . This Section 8.2(a9.2(c)(ii) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth requirements in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Section 3, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member Unit Holder shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that Member’s such Unit Holder's share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Unit Holder pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a3.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event there is a net decrease in Company Minimum Gain during a Company taxable yearFiscal Year, each Member shall be allocated (before any other allocation is made pursuant to this Section 8) Article V) items of income and gain for such year (and, if necessary, for subsequent years) equal to that Member’s share of the net decrease in Company Minimum Gain. (i) The determination of a Member’s share of the net decrease in Company Minimum Gain shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a10.4(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6) and 1.704-2(j)(2). (iii) This Section 8.2(a5.5(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f) ), notwithstanding the provisions of the RegulationsSection 6.2 hereof, in the event or any other provision of this Article 6, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member Holder shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that Membersuch Holder’s share of the net decrease in Company Minimum Gain. (i) , as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). (iii) . This Section 8.2(a6.3.A(1) is intended to comply with qualify as a “minimum gain chargeback” within the Minimum Gain chargeback requirement set forth in meaning of Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation Section 1.704-2(f) ), notwithstanding any other provision of the Regulationsthis Article IV, in the event if there is a net decrease in Company Minimum Gain during a Company taxable yearany Taxable Year (or other relevant period), each Member shall be specifically allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Taxable Year (or other relevant period) (and, if necessary, for subsequent yearsTaxable Year (or other relevant period)) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) The determination of a Member’s share of the net decrease in Company Minimum Gain shall be , determined in accordance with Treasury Regulation Section 1.704-2(g). (ii) The items . Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be specially allocated to the Members each Member in accordance with this Section 8.2(a) shall be determined in accordance with Treasury Regulation Section Sections 1.704-2(f)(6) and 1.704-2(j)(2). (iii) . This Section 8.2(a4.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth requirements in Treasury Regulation Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Section 5, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year of the Company, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that such Member’s 's share of the net decrease in Company Minimum Gain. (i, determined in accordance with Section 1.704-2(g) The determination of a Member’s share of the net decrease Regulations. Allocations pursuant to the previous sentence shall be made in Company Minimum Gain 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 Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6). (iii) and 1.704-1(j)(2) of the Regulations. This Section 8.2(a5.2(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f1(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f) ), notwithstanding any other provision of the Regulationsthis Article VI, in the event if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that Member’s share the portion of the net decrease in Company Minimum Gain. (i) The determination of a such Member’s share of the net decrease in Company Minimum Gain which share of such net decrease shall be determined in accordance with Regulation Regulations Section 1.704-2(g2(g)(2). (ii) . 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 specially so allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Regulations Section 1.704-2(f)(62(0(6) and 1.704-2(j)(2). (iii) . This Section 8.2(a) 6.3.4 is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth contained in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f) ), notwithstanding the provisions of the RegulationsSection 6.2 hereof, in the event or any other provision of this Article VI, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) , as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). (iii) . This Section 8.2(a6.3.A(1) is intended to comply with qualify as a “minimum gain chargeback” within the Minimum Gain chargeback requirement set forth in meaning of Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article XIII, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that the portion of such Member’s share of the net decrease in Company Minimum Gain. (i, determined in accordance with Section 1.704-2(g) The determination of a Member’s share of the net decrease Regulations. Allocations pursuant to the previous sentence shall be made in Company Minimum Gain proportion to the respective amounts required to be allocated to each Member pursuant thereto, and the items to be allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a12.03(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this ARTICLE 6, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that Membersuch Person’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a6.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f) ), notwithstanding the provisions of the RegulationsSection 6.2, in the event or any other provision of this Article 6, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member Holder shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that Membersuch Holder’s share of the net decrease in Company Minimum Gain. (i) , as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). (iii) . This Section 8.2(a6.3(a)(i) is intended to comply with qualify as a “minimum gain chargeback” within the Minimum Gain chargeback requirement set forth in meaning of Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article IV, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Tax Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Tax Year (and, if necessary, for subsequent yearsTax Years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i, determined in accordance with section 1.704-2(g) The determination of a Member’s share of the net decrease Regulations. Allocations pursuant to the previous sentence shall be made in Company Minimum Gain 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 Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a4.2(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event there is a net decrease in Company Minimum Gain during a Company taxable year, each Member shall be allocated (before any other allocation is made pursuant to this Section Article 8) items of income and gain for such year (and, if necessary, for subsequent years) equal to that Member’s share of the net decrease in Company Minimum Gain. (i) . The determination of a Member’s share of the net decrease in Company Minimum Gain shall be determined in accordance with Regulation Section 1.704-2(g). (ii) . The items to be specially allocated to the Members in accordance with this Section 8.2(a8.4(a) shall be determined in accordance with Regulation Section 1.704-2(f)(6). (iii) . This Section 8.2(a8.4(a) is intended to comply with the Minimum Gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article X. if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that the portion of such Member’s share of the net decrease in Company Minimum Gain. (i, determined in accordance with Section 1.704-2(g) The determination of a Member’s share of the net decrease Regulations. Allocations pursuant to the previous sentence shall be made in Company Minimum Gain proportion to the respective amounts required to be allocated to each Member pursuant thereto, and the items to be allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a10.2(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article 6, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Allocation Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Allocation Year (and, if necessary, for subsequent yearsAllocation Years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a6.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Notwithstanding any other provision of Section 1.704-2(f) of the Regulations3.4 (Allocations), in the event if there is a net decrease in Company Minimum Gain or Member Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Regulation sections 1.704-2(d) and 1.704-2(i)) during a any Company taxable year, each Member the Members shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that Member’s share their respective shares of the such net decrease in Company Minimum Gain. (iduring such year, determined pursuant to Regulation sections 1.704-2(g) and 1.704-2(i)(5). The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section section 1.704-2(g2(f).. This Section 3.5 (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section 1.704-2(f)(6). (iii) This Section 8.2(aa) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth requirements in Section 1.704-2(f) of the Regulations such Regulation sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Regulation sections 1.704-2(f) and 1.704- 2(i)(4).

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the RegulationsRegulations and notwithstanding any other provision of this Article 5, in the event if there is a net decrease in Company Minimum Gain during a Company taxable yearany Allocation Year, each Member the Members shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that the portion of such Member’s share of the net decrease in Company Minimum Gain. the Partnership (iCompany) The determination of a Member’s share of the net decrease in Company Minimum Gain for the year, as determined in accordance with Section 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 pursuant thereto. The items to be allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article 4, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Allocation Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Allocation Year (and, if necessary, for subsequent yearsAllocation Years) in an amount equal to that such Member’s 's share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section sections 1.704-2(f)(6). (iii) and 1.704-2(g)(2) of the Regulations. This Section 8.2(a4.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f) ), notwithstanding any other provision of the Regulationsthis Article VI, in the event if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that Member’s share the portion of the net decrease in Company Minimum Gain. (i) The determination of a such Member’s share of the net decrease in Company Minimum Gain which share of such net decrease shall be determined in accordance with Regulation Regulations Section 1.704-2(g2(g)(2). (ii) . 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 specially so allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Regulations Section 1.704-2(f)(6) and 1.704-2(j)(2). (iii) . This Section 8.2(a) 6.3.4 is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth contained in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section §1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this ARTICLE 4, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that Memberthe portion of such Person’s share of the net decrease in Company Minimum Gain. (i, determined in accordance with §1.704-2(g) The determination of a Member’s share of the net decrease Regulations. Allocations pursuant to the previous sentence shall be made in Company Minimum Gain proportion to the respective amounts required to be allocated to each Member pursuant thereto, and the items to be allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section §§1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a4.5(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section §1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Section 3, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Allocation Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Allocation Year (and, if necessary, for subsequent yearsAllocation Years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a3.2(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in the U.S. Treasury Regulations (“Regulations”) Section 1.704-2(f) ), notwithstanding any other provision of the Regulationsthis Article V, in the event if there is a net decrease in Company Minimum Gain (as defined and determined under the principles of Regulations Sections 1.704-2(b)(2) and 1.704-2(d)) during a Company taxable yearany Fiscal Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). (iii) . This Section 8.2(a5.1(b)(i) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) Notwithstanding any other ----------------------- provision of the Regulationsthis Article VIII, in the event if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, then, subject to the exceptions set forth in Regulations Sections 1.704-2(f)(2), (3), (4) and (5), each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of the Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that such Member’s 's share of the net decrease in Company Minimum Gain. (i) The determination of a Member’s share of the net decrease in Company Minimum Gain shall be , as determined in accordance with Regulation under Regulations Section 1.704-2(g). (ii) . 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 specially so allocated to the Members in accordance with this Section 8.2(a) shall be determined in such section of the Regulations in accordance with Regulation Regulations Section 1.704-2(f)(62(f). (iii) . This Section 8.2(a8.02(c)(ii) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth requirements in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Section 3, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Allocation Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Allocation Year (and, if necessary, for subsequent yearsAllocation Years) in an amount equal to that such Member’s 's share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a3.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Section 3, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member Unit Holder shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that Member’s such Unit Holder's share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Unit Holder pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section sections 1.704-2(g). 2(f) (ii6) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section and 1.704-2(f)(6). 2(j) (iii2) of the Regulations. This Section 8.2(a3.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided Notwithstanding any other provision of this Appendix A and subject to the exceptions set forth in Section Sections 1.704-2(f2(f)(2), (3), (4) and (5) of the Regulations, in the event if there is a net decrease in Company Minimum Gain during a Company taxable any fiscal year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that the portion of such Member’s share of the net decrease in Company Minimum Gain. (i, determined in accordance with Section 1.704-2(g) The determination of a Member’s share of the net decrease Regulations. Allocations pursuant to the previous sentence shall be made in Company Minimum Gain 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 Regulation Section 1.704-2(g). (ii2(f) The items to be specially allocated to of the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section 1.704-2(f)(6). (iii) Regulations. This Section 8.2(a1.2(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in such Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event there is a net decrease in Company Minimum Gain during a Company taxable yearFiscal Year with respect to a particular Property, each Member shall be allocated (before any other allocation is made pursuant to this Section 8) Article 10) items of income and gain for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that Member’s 's share of the net decrease in Company Minimum GainGain with respect to such Property. (i) The determination of a Member’s 's share of the net decrease in Company Minimum Gain shall be determined in accordance with Regulation Section 1.704-2(g)) of the Regulations. (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a10.5(a) shall be determined in accordance with Regulation Section 1.704-2(f)(6)) of the Regulations. (iii) This Section 8.2(a10.5(a) is intended to comply with the Minimum Gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event there is a net decrease in Company Minimum Gain during a Company taxable year, each Member shall be allocated (before any other allocation is made pursuant to this Section Article 8) items of income and gain for such year (and, if necessary, for subsequent years) equal to that Member’s share of the net decrease in Company Minimum Gain. (i) The determination of a Member’s share of the net decrease in Company Minimum Gain shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a8.6(a) shall be determined in accordance with Regulation Section 1.704-2(f)(6). (iii) This Section 8.2(a8.6(a) is intended to comply with the Minimum Gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) 2(0 of the Regulations, in the event notwithstanding any other provision of tiffs Section 3, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Allocation Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Allocation Year (and, if necessary, for subsequent yearsAllocation Years) in an amount equal to that such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. (i) The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section Sections 1.704-2(g). (ii2(0(6) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section and 1.704-2(f)(6). (iii2(j)(2) of the Regulations. This Section 8.2(a3.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Appendix C, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that such Member’s 's share of the net decrease in Company Minimum Gain. (i) The determination of a Member’s share of the net decrease in Company Minimum Gain shall be , determined in accordance with Regulation Section 1.704-2(g). (ii) . Allocation 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 specially so allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Section, 1.704-2(f)(6). (iii) and l.704-2(j)(2) of the Regulations. This Section 8.2(aC.2(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article VI, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Allocation Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Allocation Year (and, if necessary, for subsequent yearsAllocation Years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a6.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article XIII, if there is a e net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that the portion of such Member’s share of the net decrease in Company Minimum Gain. (i, determined in accordance with Section 1.704-2(g) The determination of a Member’s share of the net decrease Regulations. Allocations pursuant to the previous sentence shall be made in Company Minimum Gain proportion to the respective amounts required to be allocated to each Member pursuant thereto, and the items to be allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6). (iii) and l.704-2(j)(2) of the Regulations. This Section 8.2(a12.03(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article XIII. if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that the portion of such Member’s share of the net decrease in Company Minimum Gain. (i, determined in accordance with Section 1.704-2(g) The determination of a Member’s share of the net decrease Regulations. Allocations pursuant to the previous sentence shall be made in Company Minimum Gain proportion to the respective amounts required to be allocated to each Member pursuant thereto, and the items to be allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a12.03(a) is intended to comply with the Minimum Gain chargeback minimum gain charge back requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Section 3, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member Unit Holder shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that Membersuch Unit Holder’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Unit Holder pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section sections 1.704-2(f)(6). (iii) and 1.704-2(j)(2) of the Regulations. This Section 8.2(a3.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f1.704-(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event If there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (Fiscal Year and, if necessary, for in subsequent years) Fiscal Years, in an amount equal to that the portion of such Member’s share of the net decrease in Company Minimum Gain. (i) The determination of a Member’s 's share of the net decrease in Company Minimum 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 Regulation Regulations Section 1.704-2(g2(g)(2).. Allocations pursuant to this Paragraph 17.02(a) shall be ] made in proportion to the amounts required to be allocated to each Member under this Paragraph 17.02 (iia) The items to be specially so allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Regulations Section 1.704-2(f)(62(f).. This Paragraph 17.02 (iii) This Section 8.2(aa) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth contained in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article X, if there is a net decrease in Company Minimum Gain during a Company any taxable year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such taxable year (and, if necessary, for subsequent taxable years) in an amount equal to that such Member’s 's share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section Sections 1.704-2(g). 2(f) (ii6) The items to be specially allocated to and 1.704- 2(j) (2) of the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section 1.704-2(f)(6). (iii) Regulations. This Section 8.2(a11.7(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event If there is a net decrease in Company Minimum Gain (as such term is defined by Regulation Section 1.704-2(d) but substituting the term “Company” for the term “partnership” as the context requires) during a Company taxable yearany Fiscal Year, each Member the Members shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of income and gain Gross Income for such year Fiscal Year (and, if necessary, for subsequent yearsFiscal Years) in an amount equal to that the portion of such Member’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulation Section l.704- 2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to the Members pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section 1.704l.704-2(f)(6). (iii) . This Section 8.2(a6.2(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) such section of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Section 5, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Allocation Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Allocation Year (and, if necessary, for subsequent yearsAllocation Years) in an amount equal to that such Member’s 's share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section Sections 1.704-2(g). 2(f) (ii6) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section and 1.704-2(f)(6). 2(j) (iii2) of the Regulations. This Section 8.2(a5.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Section 3, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Allocation Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Allocation Year (and, if necessary, for subsequent yearsAllocation Years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section sections 1.704-2(g). 2(f) (ii6) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section and 1.704-2(f)(6). (iii2(j)(2) of the Regulations. This Section 8.2(a3.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Section 9, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Allocation Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Allocation Year (and, if necessary, for subsequent yearsAllocation Years) in an amount equal to that such Member’s 's share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section sections 1.704-2(f)(6). ) and 1.704-2(j) (iii2) of the Regulations. This Section 8.2(a9.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event there is a net decrease in Company Minimum Gain during a Company taxable year, each Member shall be allocated (before any other allocation is made pursuant to this Section Article 8) items of income and gain for such year (and, if necessary, for subsequent years) equal to that Member’s share of the net decrease in Company Minimum Gain. (i) The determination of a Member’s share of the net decrease in Company Minimum Gain shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to the Members in accordance with this Section 8.2(a8.6(a) shall be determined in accordance with Regulation Section 1.704l.704-2(f)(6). (iii) This Section 8.2(a8.6(a) is intended to comply with the Minimum Gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) Notwithstanding any other provision of the Regulationsthis Appendix A, in the event if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, then, subject to the exceptions set forth in Regulations § 1.704-2(f) and taking into account § 1.704-2(k), each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) , as determined under 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 determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(g). (ii) The items to be specially allocated to such section of the Members Regulations in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section Regulations § 1.704-2(f)(62(f). (iii) . This Section 8.2(a2.2(A) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth requirements in Section Regulations § 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) Notwithstanding any other provision of the Regulationsthis Article 8, in the event if there is a net decrease in Company Minimum Gain during a Company taxable yearany Fiscal Year, then, subject to the exceptions set forth in Regulations Sections 1.704- 2(f)(2), (3), (4) and (5), each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of the Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that such Member’s 's share of the net decrease in Company Minimum Gain. (i) The determination of a Member’s share of the net decrease in Company Minimum Gain shall be , as determined in accordance with Regulation under Regulations Section 1.704-2(g). (ii) . 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 specially so allocated to the Members in accordance with this Section 8.2(a) shall be determined in such section of the Regulations in accordance with Regulation Regulations Section 1.704-2(f)(62(f). (iii) . This Section 8.2(a8.02(c)(ii) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth requirements in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event notwithstanding any other provision of this Article III, if there is a net decrease in Company Minimum Gain during a Company taxable yearany Allocation Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 8) items of Company income and gain for such year Allocation Year (and, if necessary, for subsequent yearsAllocation Years) in an amount equal to that such Member’s share of the net decrease in Company Minimum Gain. (i) , determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The determination of a Member’s share of the net decrease in Company Minimum Gain items to be so allocated shall be determined in accordance with Regulation Section Sections 1.704-2(g). 2(f) (ii6) The items to be specially allocated to the Members in accordance with this Section 8.2(a) shall be determined in accordance with Regulation Section and 1.704-2(f)(6). 2(j) (iii2) of the Regulations. This Section 8.2(a3.3(a) is intended to comply with the Minimum Gain minimum gain chargeback requirement set forth in Section 1.704l.704-2(f) of the Regulations and shall be interpreted consistently therewith.