Common use of Partner Minimum Gain Chargeback Clause in Contracts

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) of the Regulationsor in Section 6.4.A(i) hereof, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearPartnership Year, each Partner Holder who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partnersuch Holder’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Holder pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.4.A(ii) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) ), notwithstanding any other provision of the Regulationsthis Article V, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearAllocation Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year Allocation Year (and, if necessary, subsequent yearsAllocation Years) in an amount equal to that such Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be such Partner Nonrecourse Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.3(b) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) of the Regulationsor in Section 6.03(a)(i) hereof, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearPartnership Year, each Partner Holder who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partnersuch Holder’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner, Limited Partner and other Holder pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.03(a)(ii) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) of the Regulationsor in Section 6.3.A(i) hereof, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearPartnership Year, each Partner Holder who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partnersuch Holder’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Holder pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3.A(ii) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(bSection 5.01(d)(ii) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(bSection 5.01(d)(ii) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) of the Regulationsor in Section 6.3B(1) hereof, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearFiscal Year, each Partner Holder of Partnership Common Units who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partnersuch Holder’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewithSection 1.7042(i)(4). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner, Limited Partner and other Holder pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3B(2) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of Article VII of the Partnership Agreement, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal taxable year, each Partner who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that such Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and such Partner Nonrecourse Debt, determined in the manner required by accordance with Regulations Section 1.704-2(i) of 2(i)(4). Allocations pursuant to the Regulationsprevious sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2) of the Regulations. This subparagraph Section 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) of the Regulationsor in Section 6.3.A(i) hereof, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearPartnership Year, each Partner Holder who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partnersuch Holder’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner, Limited Partner and other Holder pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3.A(ii) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Notwithstanding any other provision of this Agreement except Section 1.704-2(i)(4) of the Regulations7(b)(iii), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any fiscal yearattributable to a Partner Nonrecourse Debt for a Fiscal Year or other applicable period, each Partner who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership gross income and gain for such year or period (and, if necessary, subsequent yearsyears or periods) in an the amount equal to that Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Regulations Section 1.704-2(i) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii). This Section 7(b)(iv) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) of the Regulationsor in Section 6.3.B(i) hereof, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearPartnership Year, each Partner Holder of Partnership Units who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partnersuch Holder’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner, Limited Partner and other Holder pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3.B(ii) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except Notwithstanding any other provision of Section 6.1 of the Agreement or any other provisions of this Exhibit C (except Section 1(a)), except as otherwise provided in Regulations Section 1.704-2(i)(4) of the Regulations), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal Partnership taxable year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that such Partner’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith2(i)(5). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 1(b) is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any fiscal yearPartnership Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) ), notwithstanding any other provision of the Regulationsthis Article 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearAllocation Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year Allocation Year (and, if necessary, subsequent yearsAllocation Years) in an amount equal to that such Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be such Partner Nonrecourse Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.03(b) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) of the Regulationsor in Section 6.3(c)(i) hereof, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearPartnership Year, each Partner Holder of Partnership Common Units who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partnersuch Holder’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner, Limited Partner and other Holder pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3(c)(ii) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulations Section 1.704‑2(i) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) of the Regulationsor in Section 6.3.A(1) hereof, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearPartnership Year, each Partner Holder who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partnersuch Holder’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Holder pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3.A(2) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Article VI, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to a partner nonrecourse debt during any fiscal yearFiscal Year, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum Gainpartner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially specifically allocated items of Partnership Company income and gain for such year Fiscal Year (and, if necessary, subsequent yearsFiscal Years) in an amount equal to that Partnersuch Member’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to the extent and such partner nonrecourse debt, determined in the manner required by accordance with Section 1.704-2(i2(i)(4) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2) of the Regulations. This subparagraph 2(bSection 6.06(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to that Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(bSection 5.01(d)(ii) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(bSection 5.01(d)(ii) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to that Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Section 1.704-1.704- 2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) of the Regulations), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearAllocation Year, each Partner Holder who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year Allocation Year (and, if necessary, subsequent yearsAllocation Years) in an amount equal to that Partnersuch Holder’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Holder pursuant hereto.thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3.A.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Article 3, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearAllocation Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year Allocation Year (and, if necessary, subsequent yearsAllocation Years) in an amount equal to that such Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and such Partner Nonrecourse Debt, determined in the manner required by accordance with Section 1.704-2(i2(i)(4) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant heretothereto. The items to be so allocated shall be determined in accordance with Section 1.704-2(i)(4) and Section 1.704-2(j)(2) of the Regulations. This Section 3.2(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Section 3, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearAllocation Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year Allocation Year (and, if necessary, subsequent yearsAllocation Years) in an amount equal to that such Partner’s 's share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and such Partner Nonrecourse Debt, determined in the manner required by accordance with Regulations Section 1.704-2(i) of 2(i)(4). Allocations pursuant to the Regulationsprevious sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2) of the Regulations. This subparagraph 2(bSection 3.3(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Section 3, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to Partner Nonrecourse Debt during any fiscal yearAllocation Year, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership Company income and gain for such year Allocation Year (and, if necessary, subsequent yearsAllocation Years) in an amount equal to that Partner’s such Member's share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and such Partner Nonrecourse Debt, determined in the manner required by accordance with Section 1.704-2(i2(i)(4) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2) of the Regulations. This subparagraph 2(bSection 3.3(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearFiscal Year, each Partner person who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to such Partner Nonrecourse Debt, determined in accordance with Section section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year Fiscal Year (and, if necessary, subsequent yearsFiscal Years) in an amount equal to that Partnersuch person’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and such Partner Nonrecourse Debt, determined in the manner required by Section accordance with section 1.704-2(i2(i)(4) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner and pursuant heretothereto. The items to be so allocated shall be determined in accordance with sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 6.3(d) is intended to comply with the partner minimum gain chargeback requirement in section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Notwithstanding any other provision of Section 1.704-2(i)(4) 5.1 of the RegulationsAgreement or any other provisions of this Exhibit E (except Section 1(a) hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal Partnership taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that such Partner’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith2(i)(5). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4). This Section 1(b) is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) ), notwithstanding any other provision of the Regulationsthis Section 12, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearFiscal Year, each Partner Partner, who has a share of the Partner Nonrecourse Debt Minimum Gain, Gain attributable to such Partner Nonrecourse Deduction as determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially specifically allocated items of Partnership income and gain for such year Fiscal Year (and, if necessary, subsequent yearsFiscal Years) in an amount equal to that the Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be such Partner Nonrecourse Debt, as determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations). This subparagraph 2(b) is intended to comply Allocations made in accordance with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant heretothereto. The items allocated under this Section 12.2(b) shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 12.2(b) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in ------------------------------- Regulations Section 1.704-2(i)(4) of the Regulationsor in Section 6.3.B(a) hereof, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearFiscal Year, each Partner Holder who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s such Holder's share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner, Limited Partner and other Holder pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3.B(b) is intended to qualify as a "Chargeback Of Partner Nonrecourse Debt Minimum Gain" within the meaning of Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph Paragraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph Paragraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearperiod, each Partner who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year Adjustment Period (and, if necessary, subsequent yearsAdjustment Periods) in an amount equal to that such Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be such Partner Nonrecourse Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant heretothereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(4) and 1.704-2(j)(2) of the Regulations. This Section 6.1(c)(iii) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(l)(4) of the Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) Notwithstanding any other ------------------------------- provision of the Regulationsthis Agreement, if during a Fiscal Year there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any fiscal yearGain, each Partner who has a share of the that Partner Nonrecourse Debt Minimum Gain, Gain (determined in accordance with Regulations Section 1.704-2(i)(5)) as of the Regulations, beginning of such year shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent for succeeding years) in an amount equal to that such Partner’s 's share of the net decrease in the Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Gain, determined in accordance with Sections Regulations Section 1.704-2(i)(4) (and (j)(2) of taking into account the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewithexceptions provided therein). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4). This Section 5.02(c) is --------------- intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Article VI, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to a partner nonrecourse debt during any fiscal yearFiscal Year, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum Gainpartner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially specifically allocated items of Partnership Company income and gain for such year Fiscal Year (and, if necessary, subsequent yearsFiscal Years) in an amount equal to that Partner’s such Member's share of the net decrease in the Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to the extent and such partner nonrecourse debt, determined in the manner required by accordance with Section 1.704-2(i1.704- 2(i)(4) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant heretothereto. The items to be so allocated shall be determined in accordance with Sections 1.704- 2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 6.06(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4) of the Regulations), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Non-Recourse Debt during any fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to such Partner Non-Recourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)(5) of the Regulations), shall be specially specifically allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to that such Partner’s 's share of the net decrease decease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and in the manner required by Section 1.704such Partner Non-2(i) of the Regulations. The items to be so allocated shall be Recourse Debt, determined in accordance with Sections Regulation Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant heretothereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the minimum gain chargeback requirement of Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) of the Regulationsor in Section 6.3(c)(i) hereof, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearPartnership Year, each Partner Holder of Partnership Common Units who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partnersuch Holder’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner, Limited Partner and other Holder pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3(c)(ii) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulations Section 1.704 2(i) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) of the Regulationsor in Section 6.3B(1) hereof, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearPartnership Year, each Partner Holder of Partnership Units who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partnersuch Holder’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner, Limited Partner and other Holder pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3B(2) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Section 3, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearAllocation Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year Allocation Year (and, if necessary, subsequent yearsAllocation Years) in an amount equal to that such Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and such Partner Nonrecourse Debt, determined in the manner required by accordance with Regulations Section 1.704-2(i) of 2(i)(4). Allocations pursuant to the Regulationsprevious sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(22(j)(2) of the Regulations. This subparagraph 2(bSection 3.3(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulation Section 1.704-2(i)(4) ), notwithstanding any other provision of the Regulationsthis Article II, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearAllocation Year, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulation Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership Company income and gain for such year Allocation Year (and, if necessary, subsequent yearsAllocation Years) in an amount equal to that Partnersuch Member’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be such Partner Nonrecourse Debt, determined in accordance with Sections Regulation Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Subsection is intended to comply with the minimum gain chargeback requirement in Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Article 4, if 42 38 there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearAllocation Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year Allocation Year (and, if necessary, subsequent yearsAllocation Years) in an amount equal to that such Partner’s 's share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and such Partner Nonrecourse Debt, determined in the manner required by accordance with Section 1.704-2(i2(i)(4) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2) of the Regulations. This subparagraph 2(bSection 4.3(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Article V, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal Partnership taxable year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Section section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership gross 36 income and gain for such taxable year (and, and if necessary, subsequent taxable years) in an amount equal to that Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and such Partner Nonrecourse Debt, determined in the manner required by Section accordance with section 1.704-2(i2(i)(4) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant heretothereto. The items to be so allocated shall be determined in accordance with sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 5.2(b) is intended to comply with the minimum gain chargeback requirement (set forth in section 1.704-2(i)(4) of the Regulations) relating to Partner Nonrecourse Debt and shall be so interpreted.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) ), notwithstanding any other provision of the Regulationsthis Article II, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearFiscal Year, each any Partner who has with a share of the that Partner Minimum Gain attributable to such a Partner Nonrecourse Debt Minimum Gain, (as determined in accordance with under Regulations Section 1.704-2(i)(5)) as of the Regulations, beginning of the year shall be specially allocated items of Partnership Company income and gain for such year Fiscal Year (and, if necessary, subsequent yearsFiscal Years) in an amount equal to that such Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Gain, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 2.2(b)(ii) is intended to comply with the partner minimum gain chargeback requirements in the Regulations and shall be interpreted and applied consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Notwithstanding any other provision of this Article 6 except Section 1.704-2(i)(4) of the Regulations6.2(a)(i), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearPartnership Year or other applicable period, then, subject to the exceptions set forth in Regulations 'SS' 1.704-2(i)(4), each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Section Regulations 'SS' 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year Partnership Year (and, if necessary, subsequent yearsPartnership Years) in an amount equal to that such Partner’s 's share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections Regulations 'SS' 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations 'SS' 1.704-2(i)(4). This Section 6.2(a)(ii) is intended to comply with the minimum gain chargeback requirement in Regulations 'SS' 1.704-2(i)(4) shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(41.704‑2(i)(4) of the Regulationsor in Section 6.03(a)(i) hereof, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearPartnership Year, each Partner Holder who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations1.704‑2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s such Holder's share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewithSection 1.704‑2(i)(4). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner the Partners and other Holders pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704‑2(i)(4) and 1.704‑2(j)(2). This Section 6.03(a)(ii) is intended to qualify as a "chargeback of partner nonrecourse debt minimum gain" within the meaning of Regulations Section 1.704‑2(i) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(bSection 5.01(c)(ii) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(bSection 5.01(c)(ii) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(42 (i) (4) of the Regulations, notwithstanding any other provision of this Section 3, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearAllocation Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(52 (i) (5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year Allocation Year (and, if necessary, subsequent yearsAllocation Years) in an amount equal to that such Partner’s 's share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be such Partner Nonrecourse Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(42 (i) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith4). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant heretothereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2 (i) (4) and 1.704-2 (j) (2) of the Regulations. This Section 3.3 (b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2 (i) (4) of the Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(42 (i) (4) of the Regulations, notwithstanding any other provisions of this Section 5.01, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearPartnership Accounting Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(52 (i) (5) of the Regulations, shall be specially specifically allocated items of Partnership income and gain for such year Partnership Fiscal Year (and, if necessary, subsequent yearspartnership Fiscal Years) in an amount equal to that such Partner’s 's share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and such partner Nonrecourse Debt, determined in the manner required by accordance with Regulations Section 1.704-2(i2 (i) of (4). Allocations pursuant to the Regulationsprevious sentence shall be made in proportion to the respective amounts required to be so allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(42 (i) (4) and 1.704-2 (j)(2j) (2) of the Regulations. This subparagraph 2(bSection 5.01 (b) (ii) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section Section 1.704-2 (i) (4) of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Article VI, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to a partner nonrecourse debt during any fiscal yearFiscal Year, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum Gainpartner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially specifically allocated items of Partnership Company income and gain for such year Fiscal Year (and, if necessary, subsequent yearsFiscal Years) in an amount equal to that Partnersuch Member’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to the extent and such partner nonrecourse debt, determined in the manner required by accordance with Section 1.704-2(i2(i)(4) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2) of the Regulations. This subparagraph 2(bSection 6.02(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) of the Regulationsor in Section 6.3(c)(i) hereof, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearPartnership Year, each Partner Holder of Partnership Common Units who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partnersuch Holder’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner, Limited Partner and other Holder pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3(c)(ii) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) of the Regulationsor in Section 6.3B(1) hereof, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearPartnership Year, each Partner Holder of Partnership Units who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s such Holder's share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections Regulations Section 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner, Limited Partner and other Holder pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3B(2) is intended to qualify as a "chargeback of partner nonrecourse debt minimum gain" within the meaning of Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of Article VII of the Partnership Agreement, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal taxable year, each Partner who has a share of the Partner Nonrecourse Debt Minimum GainGain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that such Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to the extent and such Partner Nonrecourse Debt, determined in the manner required by accordance with Regulations Section 1.704-2(i) of 2(i)(4). Allocations pursuant to the Regulationsprevious sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(21.704- 2(j)(2) of the Regulations. This subparagraph Section 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) of the Regulationsor in Section 6.3.B(i) hereof, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any fiscal yearFiscal Year, each Partner Holder of Partnership Common Units who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum GainDebt, determined in accordance with Regulations Section 1.704-2(i)(5) of the Regulations), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partnersuch Holder’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be Debt, determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewithSection 1.7042(i)(4). Allocations pursuant to this subparagraph 2(b) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner, Limited Partner and other Holder pursuant heretothereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3.B(ii) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.