Common use of Partner Minimum Gain Chargeback Clause in Contracts

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section 1.704-2(i)(4), notwithstanding any other provision of this Agreement, 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 Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704-2(i)(4). 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 Treasury Regulation sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementArticle 7, 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 who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such that Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall will be specially allocated items of Partnership income and gain for such fiscal year the Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such the Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to the Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall will be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall will be determined in accordance with Treasury Regulation sections Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 7.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall will be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementSection 4.06, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearAllocation Period, each Partner who that has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year Allocation Period (and, if necessary, subsequent fiscal yearsAllocation Periods) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse DebtDebt Minimum Gain, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 4.06(c)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementArticle V, 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 who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such that Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall will be specially allocated items of Partnership income and gain for such fiscal year the Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such the Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to the Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall will be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall will be determined in accordance with Treasury Regulation sections Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 5.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall will be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementArticle 6, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain (as defined in Treasury Regulations Section 1.704-2(i)(2)) attributable to a Partner Nonrecourse Debt partner nonrecourse debt during any fiscal yearFiscal Year, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to such Partner Nonrecourse Debtpartner nonrecourse debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership net income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such PartnerMember’s share of the net decrease in Partner Nonrecourse Debtpartner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 4.2(b)(2)(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this AgreementArticle IV except Section 4.4(a), above, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain (as described in Article XVI hereof) attributable to a Partner Nonrecourse Debt (as described in Article XVI hereof) during any Company fiscal year, each Partner Member who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt (determined as provided in Section 1.704-2(i)(5) of the Regulations) as of the beginning of the year shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Member’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined as provided in accordance with Treasury Regulation section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Section 1.704-2(i)(4) and 1.704-2(j)(2)of the Regulations. This provision Section 4.4(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 1.704-2(i)(4) that Section of the Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementArticle 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal Partnership taxable year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal taxable year (and, if necessary, subsequent fiscal taxable years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision Subsection 5.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementArticle 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal Partnership taxable year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal taxable year (and, if necessary, subsequent fiscal taxable years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 5.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this AgreementArticle VI, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to a Partner Nonrecourse Debt partner nonrecourse debt during any fiscal yearFiscal Year, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to such Partner Nonrecourse Debtpartner nonrecourse debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Regulations, shall be specially specifically allocated items of Partnership Company income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such PartnerMember’s share of the net decrease in Partner Nonrecourse Debtpartner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulation section Section 1.704-2(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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Regulations. This provision Section 6.06(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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 Treasury Regulation section 1.704-2(i)(4)Regulations, notwithstanding any other provision of this AgreementAppendix, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearFiscal Period, each Partner Partnership Unit Holder who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704‑2(i)(5) of the Treasury Regulation section 1.704-2(i)(5)Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year Fiscal Period (and, if necessary, subsequent fiscal yearsFiscal Periods) in an amount equal to such PartnerPartnership Unit Holder’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704‑2(i)(4) of the Treasury Regulation section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant theretoRegulations. The items to be so allocated shall be determined in accordance with Treasury Regulation sections 1.704-2(i)(4Sections 1.704‑2(i)(4) and 1.704-2(j)(2)(j)(2) of the Treasury Regulations. This provision Section 1(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704‑2(i)(4) of the Treasury Regulation section 1.704-2(i)(4) Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Agreement, 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 who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 6.03(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this AgreementArticle IV except Section 4.06 (a)(i), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal year, then, subject to the exceptions set forth in Treasury Regulations Section 1.704-2(i)(4), each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5), of the Treasury Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to the portion of such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(4). Allocations pursuant to ) of the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant theretoTreasury Regulations. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Section 1.704-2(i)(4) and 1.704-2(j)(2)of the Treasury Regulations. This provision Section 4.06 (a)(ii) is intended to comply with the minimum gain chargeback requirement in such Section of me Treasury Regulation section 1.704-2(i)(4) Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4)) of the Treasury Regulations, notwithstanding any other provision of this AgreementAppendix, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearFiscal Period, each Partner Partnership Unit Holder who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Treasury Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year Fiscal Period (and, if necessary, subsequent fiscal yearsFiscal Periods) in an amount equal to such PartnerPartnership Unit Holder’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(4). Allocations pursuant to ) of the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant theretoTreasury Regulations. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)(j)(2) of the Treasury Regulations. This provision Section 1(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4)) of the Tax Regulations, notwithstanding any other provision of this AgreementArticle IX, 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 Member who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Tax Regulations, shall be specially allocated items of Partnership Company income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such PartnerMember’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(4)) of the Tax Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Tax Regulations. This provision Section 9.4(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Section 1.704-2(i)(4) of the Tax Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this Agreement, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain (as defined in Treas. Reg. §1.704-2(i)) attributable to a Partner Nonrecourse Debt (also as defined in Treas. Reg. §1.704-2(i)) during any fiscal yearFiscal Year, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Treas. Reg. §1.704-2(i)(5), shall be specially allocated items of Partnership JVC income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such PartnerMember’s share of the net decrease in Partner Nonrecourse DebtDebt Minimum Gain, determined in accordance with Treasury Regulation section Treas. Reg. §1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Treas. Reg. §1.704-2(i)(4) and 1.704-2(j)(2). This provision Section is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section of Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section 1.704-2(i)(4), notwithstanding Notwithstanding any other ------------------------------- provision of this AgreementArticle 4 except Section 4.3(a), if during any Fiscal Year there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearGain, each Partner who has with a share of the that Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, (determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall ) as of the beginning of such Fiscal Year must be specially allocated items of Partnership income and gain for such fiscal year the Fiscal Year (and, if necessary, subsequent fiscal yearsfor succeeding Fiscal Years) in an amount equal to such that Partner’s 's share of the net decrease in the Partner Nonrecourse Debt, Debt Minimum Gain (determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4)); provided, however, that this Section 4.3(b) shall not apply to the extent the circumstances described in the third and fifth sentences of Treasury Regulations Section 1.704-2(i)(4) exist. Allocations pursuant to the previous preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items of Partnership income and gain to be so allocated pursuant to this Section 4.3(b) shall be determined in accordance with Treasury Regulation sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 4.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation Regulations section 1.704-2(i)(4), notwithstanding any other provision of this Agreement, 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 Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations section 1.704-2(i)(4). 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 Treasury Regulation Regulations sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this AgreementArticle 7, 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 Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner partner pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Regulations. This provision Section 7.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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 Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementSection 4.1, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain (as defined in the Code) attributable to a Partner Nonrecourse Debt partner nonrecourse debt during any fiscal yearFiscal Year, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to such Partner Nonrecourse Debtpartner nonrecourse debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such PartnerMember’s share of the net decrease in Partner Nonrecourse Debtpartner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 4.1(iii)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this AgreementSection 6, except Section 6.2(b), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearFiscal Year, then, subject to the exceptions set forth in section 1.704-2(i)(4) of the Regulations, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704-2(i)(5)) of the Regulations, shall be specially allocated items of the Partnership income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704-2(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 Treasury Regulation sections section 1.704-2(i)(4) and 1.704-2(j)(2)of the Regulations. This provision Section 6.2(c) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation 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 Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementSection 3, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal year, each Partner and Interest Holder who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s and Interest Holder’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner and Interest Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 3.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4)) of the Treasury Regulations, notwithstanding any other provision of this AgreementSection 5, 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 who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Treasury Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s 's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Treasury Regulations. This provision Section 5.4.2 is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementArticle VI, 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 Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year Allocation Year (and, if necessary, subsequent fiscal yearsAllocation Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 6.03.B. is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this AgreementArticle IX and 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 yearFiscal Year, each Partner Unitholder who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Regulations, shall be specially allocated items of Partnership Trust income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s Unitholder's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(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 Unitholder's Capital Account pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Regulations. This provision Section 9.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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 Section 1.704-2(i)(4)1(i)(4) of the Regulations, notwithstanding any other provision of this AgreementArticle V, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain nonrecourse debt minimum gain attributable to a Partner Nonrecourse Debt nonrecourse debt during any Partnership fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain nonrecourse debt minimum gain attributable to such Partner Nonrecourse Debtnonrecourse debt, determined in accordance with Treasury Regulation section 1.704-2(i)(5)Section 1.7042(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debtnonrecourse debt minimum gain attributable to such Partner nonrecourse debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Section 1.704-2(i)(4) and 1.704-2(j)(2)) of the Regulations. This provision Section 5.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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 Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementARTICLE 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal Partnership taxable year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal taxable year (and, if necessary, subsequent fiscal taxable years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision Subsection 5.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4), notwithstanding any other provision ) of this Agreementthe Tax 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 Member who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Tax Regulations, shall be specially allocated items of Partnership Company income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s Member's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(4)) of the Tax Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Tax Regulations. This provision paragraph (2) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Section 1.704-2(i)(4) of the Tax Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section ‎‎Regulation Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementSection ‎5.4, other ‎than Section 5.4(a) which shall be applied first, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain “partner nonrecourse ‎debt minimum gain” (as defined in the Treasury Regulations) attributable to a Partner Nonrecourse Debt partner ‎nonrecourse debt during any fiscal year‎any Fiscal Year, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum Gain ‎partner nonrecourse debt minimum gain ‎attributable to such partner nonrecourse debt, ‎determined in accordance with Treasury ‎Regulation Section 1.704-2(i)(5), shall be ‎specially allocated items of income and gain for such ‎Fiscal Year (and, if necessary, ‎subsequent Fiscal Years) in an amount equal to such Member’s ‎share of the net ‎decrease in partner nonrecourse debt minimum gain attributable to such Partner Nonrecourse Debtpartner ‎‎nonrecourse debt, determined in accordance with Treasury Regulation section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704-2(i)(4Section 1.704-‎‎2(i)(4). Allocations ‎Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts ‎respective ‎amounts required to be allocated to each Partner Member pursuant thereto. The items ‎items to be so allocated ‎allocated shall be determined in accordance with Treasury Regulation sections ‎Section 1.704-2(i)(4) and 1.704‎‎1.704-2(j)(2). This provision Section 5.4(b) is intended to comply with ‎with the minimum gain chargeback requirement ‎requirement in Treasury Regulation section 1.704-2(i)(4Section 1.704-‎‎2(i)(4) and shall be interpreted consistently therewith.‎therewith.‎

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementSection 7, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner ACTIVE/98509230.8 Nonrecourse Debt during any Partnership fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, Debt determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), ) shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(22(i)(2). This provision Section 7.3(B) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this AgreementArticle V, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such PartnerPerson’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)2(j)(2)(ii) of the Regulations. This provision Section is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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 Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementExhibit A, 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 Member who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership Company income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such PartnerMember’s share of the net decrease in Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)1.704-(j)(2) of the Regulations. This provision Section A.5(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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), notwithstanding Notwithstanding any other provision of this AgreementArticle IV except Section 4.4(a), above, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain (as described in Article XVI hereof) attributable to a Partner Nonrecourse Debt (as described in Article XVI hereof) during any fiscal yearCompany Fiscal Year, each Partner Member who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt (determined as provided in Section 1.704-2(i)(5) of the Regulations) as of the beginning of the year shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Member’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined as provided in accordance with Treasury Regulation section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Section 1.704-2(i)(4) and 1.704-2(j)(2)of the Regulations. This provision Section 4.4(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 1.704-2(i)(4) that Section of the Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4)) of the Tax Regulations, notwithstanding any other provision of this AgreementArticle IX, 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 Member who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704-Section 1.704- 2(i)(5)) of the Tax Regulations, shall be specially allocated items of Partnership Company income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s Member's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(4)) of the Tax Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Tax Regulations. This provision Section 9.4(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Section 1.704-2(i)(4) of the Tax Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section 1.704Regulations Section l.704-2(i)(42(i)( 4), notwithstanding any other provision of this AgreementArticle 7, 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 who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such that Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704Regulations Section l.704-2(i)(5), shall will be specially allocated items of Partnership income and gain for such fiscal year the Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s the Partner 's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to the Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704Regulations Section l.704-2(i)(4). Allocations pursuant to the previous sentence shall will be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall will be determined in accordance with Treasury Regulation sections 1.704-Regulations Sections 1.704- 2(i)(4) and 1.704l.704-2(j)(2). This provision Section 7.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 1.704Regulations Section l.704-2(i)(4) and shall will be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementExhibit A, 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 Member who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership Company income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s Member's share of the net decrease in Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)1.704-(j)(2) of the Regulations. This provision Section A.5(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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 Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementArticle III, 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 Member who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s Member's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(21.704(j)(2). This provision Section 3.3(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementArticle VIII, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to a Partner Nonrecourse Debt partner nonrecourse debt during any fiscal yearFiscal Year, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to such Partner Nonrecourse Debtpartner nonrecourse debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5), shall be specially allocated items of Partnership Company income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s Member's share of the net decrease in Partner Nonrecourse Debtpartner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 8.02(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementArticle 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal year, each any Partner who has with a share of the that Partner Nonrecourse Debt Minimum Gain attributable to such a Partner Nonrecourse Debt, Debt (as determined in accordance with under Treasury Regulation section Section 1.704-2(i)(5), ) as of the beginning of the year shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse DebtMinimum Gain, determined in accordance with Treasury Regulation section Section 1.704-2(i)(4). 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 Treasury Regulation sections Sections 1.704-2(i)(42(f)(6) and 1.704-2(j)(2). This provision Section 5.05(b) is intended to comply with the partner minimum gain chargeback requirement requirements in the Treasury Regulation section 1.704-2(i)(4) Regulations and shall be interpreted and applied consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section ------------------------------- Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this AgreementArticle IV, 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 who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s 's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704-Section 1.704- 2(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 Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the regulations. This provision Section 4.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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 Section 1.704-2(i)(4)2(i) (4) of the Regulations, notwithstanding any other provision of this AgreementSECTION 3, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearCalendar Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)2(i) (5) of the Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year Calendar Year (and, if necessary, subsequent fiscal yearsCalendar Years) in an amount equal to such Partner’s 's share of the net decrease in Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(42(i) (4). 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 Treasury Regulation sections Sections 1.704-2(i)(42(i) (4) and 1.704-2(j)(2)2(j) (2) of the Regulations. This provision SECTION 3.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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 Regulations Section 1.704-2(i)(4), and notwithstanding the provisions of Section 3.2 or any other provision of this AgreementArticle III (except Section 3.3(a)(i)), 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 who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 3.3(a)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in of Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this AgreementSection 5.3, 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 Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s Person's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Regulations. This provision Section 5.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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 Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementSection 5 except Section 5.2(a), if during any Fiscal Year there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearGain, each Partner who Member that has a share of that Partner Nonrecourse Debt Minimum Gain (determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) as of the beginning of such Fiscal Year shall be allocated items of Company income and gain for the Fiscal Year (and, if necessary, for succeeding Fiscal Years) equal to that Member's share of the net decrease in the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, (determined in accordance with Treasury Regulation section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4)). Allocations pursuant to the previous preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. The items of Company income and gain to be so allocated pursuant to this Section 5.2(b) shall be determined in accordance with Treasury Regulation sections Regulations Section 1.704-2(i)(4) and Treasury Regulations Section 1.704-2(j)(2). The amount of Partner Nonrecourse Debt Minimum Gain shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(3). This provision Section 5.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementSection 11, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearAllocation Period, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such the Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall will be specially allocated items of Partnership income and gain for such fiscal year the Allocation Period (and, if necessary, subsequent fiscal yearsAllocation Periods) in an amount equal to such the Partner’s share of the net decrease in Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall will be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall will be determined in accordance with Treasury Regulation sections Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 11(c)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall will be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4)) ofthe Tax Regulations, notwithstanding any other provision of this Agreementofthis Article IX, if there ifthere is a net decrease in 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 ofthe Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704-Section 1.704- 2(i)(5)) ofthe Tax Regulations, shall be specially allocated items of Partnership ofCompany income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s Member's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(4)) of the Tax Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)2(i)(2) ofthe Tax Regulations. This provision Section 9.4(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 1.704-Section 1.704- 2(i)(4) ofthe Tax Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementArticle VI, 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 Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year Allocation Year (and, if necessary, subsequent fiscal yearsAllocation Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 6.03(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this AgreementArticle IV, 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 who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s 's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Section 1.704-2(i)(4) and 1.7041704-2(j)(2)) of the Regulations. This provision Section 4.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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 Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this AgreementArticle VI, 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 Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Regulations, shall be specially allocated items of Partnership income and gain for 1Vr such fiscal year (and, if necessarylecessary, subsequent fiscal years) in an amount equal to such Partner’s 's share of the net decrease in Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)20)(2) of the Regulations. This provision Section 6.6(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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 Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this AgreementSection 6.5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearPartnership Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704-2(i)(5)Section 1.7042(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s Person's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Regulations. This provision Section 6.5(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Section 1.704-2(i)(42(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, notwithstanding any other provision of this AgreementSection 6.2, 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 Member who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704-2(i)(5)) of the Regulations, shall be specially allocated items of Partnership Company income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such PartnerMember’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704-2(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 Member pursuant thereto. 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)) of the Regulations. This provision Section 6.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation 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 Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Agreement‎Article 5, 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 who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision ‎Section 5.04(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementSection 4.1, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain (as defined in the Code) attributable to a Partner Nonrecourse Debt partner nonrecourse debt during any fiscal yearFiscal Year, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to such Partner Nonrecourse Debtpartner nonrecourse debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s Member's share of the net decrease in Partner Nonrecourse Debtpartner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 4.1(c)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section 1.704-2(i)(4), notwithstanding any other provision ) of this Agreementthe Treasury Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearTaxable Year, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of income and gain of the Company for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to such Member’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. 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)) of the Treasury Regulations. This provision Section 2.2(d) is intended to comply with the partner minimum gain chargeback requirement in Treasury Regulation section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in U.S. Treasury Regulation section Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementARTICLE VIII, 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 Gain attributable to such Partner Nonrecourse Debt, determined in accordance with U.S. Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year Allocation Year (and, if necessary, subsequent fiscal yearsAllocation Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt, determined in accordance with U.S. Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 U.S. Treasury Regulation sections 1.704-2(i)(4Regulations Sections 1.704‑2(i)(4) and 1.704-2(j)(2). This provision Section 8.2(b) is intended to comply with the minimum gain chargeback requirement in U.S. Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section 1.704-Section 1.704- 2(i)(4)) of the Regulations, notwithstanding any other provision of this AgreementArticle V, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704-Section 1.704- 2(i)(5)) of the Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such PartnerPerson’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)2(j)(2)(ii) of the Regulations. This provision Section is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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 Section 1.704-2(i)(4)) of the Tax Regulations, notwithstanding any other provision of this AgreementArticle VIII, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearFiscal Period, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Tax Regulations, shall be specially allocated items of Partnership Company income and gain for such fiscal year Fiscal Period (and, if necessary, subsequent fiscal yearsFiscal Periods) in an amount equal to such Partner’s Member's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704-Section 1.704- 2(i)(4)) of the Tax Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-1.704- 2(j)(2)) of the Tax Regulations. This provision Section 8.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Section 1.704-2(i)(4) of the Tax Regulations and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section 1.704-2(i)(4), notwithstanding any other provision of this Agreement, if If there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearAllocation Year, determined in accordance with Treasury Regulations Section 1.704-2(i)(3), then, except as provided in Treasury Regulations Section 1.704-2(i)(4), each Partner who that has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year Allocation Year (and, if necessary, subsequent fiscal yearsAllocation Years) in an amount equal to such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance a manner consistent with the provisions of Treasury Regulation section Regulations Section 1.704-2(i)(42(g)(2). Allocations pursuant to the previous 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 will be determined in accordance with Treasury Regulation sections Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 6.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementArticle VII, 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 who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such that Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall will be specially allocated items of Partnership income and gain for such fiscal year the Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such the Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to the Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall will be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall will be determined in accordance with Treasury Regulation sections Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 7.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall will be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this AgreementSection 4 except Section 4.3(a), if during any Fiscal Year there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearGain, each Partner who has with a share of the that Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, (determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall ) as of the beginning of such Fiscal Year must be specially allocated items of Partnership income and gain for such fiscal year the Fiscal Year (and, if necessary, subsequent fiscal yearsfor succeeding Fiscal Years) in an amount equal to such that Partner’s 's share of the net decrease in the Partner Nonrecourse Debt, Debt Minimum Gain (determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). Allocations pursuant ); provided, however, that this Section 4.3(b) shall not apply to the previous sentence shall be made extent the circumstances described in proportion to the respective amounts required third and fifth sentences of Treasury Regulations Section 1.704-2(i)(4) exist. The items of Partnership income and gain to be allocated pursuant to each Partner pursuant thereto. The items to be so allocated this Section 4.3(b) shall be determined in accordance with Treasury Regulation sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 4.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this AgreementArticle 0, 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 Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s 's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner partner pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Regulations. This provision Section 0 is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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), notwithstanding Notwithstanding any other ------------------------------- provision of this AgreementArticle 4 except Section 4.3(a), if during any Fiscal Year there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearGain, each Partner who has with a share of the that Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, (determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall ) as of the beginning of such Fiscal Year must be specially allocated items of Partnership income and gain for such fiscal year the Fiscal Year (and, if necessary, subsequent fiscal yearsfor succeeding Fiscal Years) in an amount equal to such that Partner’s 's share of the net decrease in the Partner Nonrecourse Debt, Debt Minimum Gain (determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4)); provided, however, that this Section 4.3(b) shall not apply to the extent the circumstances described in the third and fifth sentences of Treasury Regulations Section 1.704-2(i)(4) exist. Allocations pursuant to the previous preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items of Partnership income and gain to be so allocated pursuant to this Section 4.3(b) shall be determined in accordance with Treasury Regulation sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 4.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 1.704-Regulations Section 1.704- 2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this AgreementArticle 6, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to a Partner Nonrecourse Debt partner nonrecourse debt during any fiscal yearFiscal Year, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to such Partner Nonrecourse Debtpartner nonrecourse debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Regulations, shall be specially specifically allocated items of Partnership Company income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such PartnerMember’s share of the net decrease in Partner Nonrecourse Debtpartner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulation section Section 1.704-2(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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Regulations. This provision Section 6.6(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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), notwithstanding Notwithstanding any other provision of this Agreementhereof to the contrary (except Section 5.4 hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yeartaxable year of the Partnership, then each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, Debt (as determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), ) shall be specially allocated items of Partnership income and gain for such fiscal taxable year (and, and if necessary, subsequent fiscal taxable years) in an amount equal to the portion of such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, Debt (as determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4)). Allocations Any allocations made pursuant to the previous sentence this Section shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items of income or gain to be so specially allocated under this Section 5.5 shall be determined in accordance with Treasury Regulation sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 5.5 is intended to comply with the minimum gain chargeback requirement in requirements of Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4), notwithstanding any other provision of this AgreementArticle VIII, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to a Partner Nonrecourse Debt partner nonrecourse debt during any fiscal yearFiscal Year, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to such Partner Nonrecourse Debtpartner nonrecourse debt, determined in accordance with Treasury Regulation section 1.704-2(i)(5Section 1.704¬2(i)(5), shall be specially allocated items of Partnership Company income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such PartnerMember’s share of the net decrease in Partner Nonrecourse Debtpartner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision Section 8.02(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this AgreementArticle VI, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to a Partner Nonrecourse Debt partner nonrecourse debt during any fiscal yearFiscal Year, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to such Partner Nonrecourse Debtpartner nonrecourse debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Regulations, shall be specially specifically allocated items of Partnership Company income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s Member's share of the net decrease in Partner Nonrecourse Debtpartner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulation section Section 1.704-2(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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Regulations. This provision Section 6.06(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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 ------------------------------- Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this Agreement, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal yearPartnership Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s 's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section 1.704-2(i)(4). 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 Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Regulations. This provision Section 15.4(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 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 Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this AgreementArticle III, 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 Member who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Section 1.704-2(i)(5)) of the Regulations, shall be specially allocated items of Partnership Company income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s Member's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation sections Sections 1.704-2(i)(4) and 1.704-2(j)(2). This provision is intended to comply with the minimum gain chargeback requirement in Treasury Regulation section 1.704-2(i)(4) and shall be interpreted consistently therewith.and

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation section Section 1.704-2(i)(4)) of the Treasury Regulations, notwithstanding any other provision of this AgreementAppendix, if there is a net decrease in Partner Nonrecourse Non-Recourse Debt Minimum Gain attributable to a Partner Nonrecourse Non-Recourse Debt during any fiscal yearPartnership Fiscal Year, each Partner who has a share of the Partner Nonrecourse Non-Recourse Debt Minimum Gain attributable to such Partner Nonrecourse Non-Recourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such fiscal year Fiscal Year (and, if necessary, subsequent fiscal yearsFiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Non-Recourse Debt Minimum Gain attributable to such Partner Non Recourse Debt, determined in accordance with Treasury Regulation section Regulations Section 1.704-2(i)(4). 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 Treasury Regulation sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(21.704-(j)(2). This provision Section 2(b) is intended to comply with the minimum gain chargeback requirement requirements set forth in Treasury Regulation section Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.