Common use of Partner Minimum Gain Chargeback Clause in Contracts

Partner Minimum Gain Chargeback. Notwithstanding any other provisions of this Section 7 except Section 7.4(a), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal year, each person who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such person’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(2), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. This Section 7.4(b) is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b), each Partner’s Capital Account deficit shall be determined prior to any allocations pursuant to this Section 7 with respect to such fiscal year, other than allocations pursuant to Section 7.4(a) hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of the Agreement or any other provisions of this Section 7 Exhibit B (except Section 7.4(a1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such personPartner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations). This Section 7.4(b) 1.B is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b)1.B, each Partner’s Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal Partnership taxable year, other than allocations pursuant to Section 7.4(a) 1.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of the Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(a1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such personPartner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations). This Section 7.4(b) 1.B is intended to comply with the minimum gain chargeback requirement in such section Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b)1.B, each Partner’s Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal Partnership taxable year, other than allocations pursuant to Section 7.4(a) 1.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this Agreement or any other provisions of this Section 7 6.5 (except Section 7.4(a6.5.A hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal yearFiscal Year or other relevant period, each person Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent yearsyears and periods) in an amount equal to the greater of (i) the portion of such personPartner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations). This Section 7.4(b) 6.5.B is intended to comply with the minimum gain chargeback requirement in such section Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b)6.5.B, each Partner’s Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to this Section 7 6.1 or Section 6.5 with respect to such fiscal yearFiscal Year or period, other than allocations pursuant to Section 7.4(a) 6.5.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of the Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(a1(a)), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such personPartner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations). This Section 7.4(b1(b) is intended to comply with the minimum gain chargeback requirement in such section Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b1(b), each Partner’s Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal Partnership taxable year, other than allocations pursuant to Section 7.4(a) hereof1(a).

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of the Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(a1(a) hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such personPartner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations). This Section 7.4(b1(b) is intended to comply with the minimum gain chargeback requirement in such section Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b1(b), each Partner’s Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal Partnership taxable year, other than allocations pursuant to Section 7.4(a1(a) hereof.

Partner Minimum Gain Chargeback. Notwithstanding Notwith-standing any other provision of Section 6.1 of the Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(al.A. hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal yearYear, each person Partner who has a share of the Partner Part-ner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .704-2(i)(51.704‑2(i)(5), shall be specially allocated items of Partnership Part-nership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such person’s Partner's share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(51.704‑2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(2), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective re-spective amounts required to be allocated to each General Partner and Limited Partner pursuant pur-suant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations1.704‑2(i)(4). This Section 7.4(b) 1.B is intended to comply with the minimum gain chargeback requirement in such section Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for the purposes of this Section 7.4(b)1.B, each Partner’s 's Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit C with respect to such fiscal yearPartnership Year, other than allocations pursuant allocations‑pursuant to Section 7.4(a) 1.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(a1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal taxable year, each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.702-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such personPartner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(4), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Section Regulations Sections 1.704-2(i)(4) of the Treasury Regulationsand 1.704-2(j)(2). This Section 7.4(b) 1.B is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. Solely for purposes of this the Section 7.4(b)1.B, each Partner’s Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal Partnership taxable year, other than allocations pursuant to Section 7.4(a) 1.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision -------------------------------- of Section 6.1 of this Agreement or any other provisions of this Section 7 Exhibit C --------- (except Section 7.4(a1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal yearYear, each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(52(i) (5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such person’s Partner's share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i) (5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(42(i) of the Treasury Regulations(4). This Section 7.4(b) 1.B is intended to comply with the minimum gain chargeback requirement in such section Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b)1.B, each Partner’s 's Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal yearPartnership Year, other than allocations pursuant to Section 7.4(a) 1.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of the Partnership Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(a1.1 hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal yearYear, each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(52(i) (5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such personPartner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i) (5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(42(i) (4). For the avoidance of doubt, such items shall include any income from the Treasury Regulationsdischarge of Partner Nonrecourse Debt arising in connection with the transactions contemplated by the Chapter 11 Plan. This Section 7.4(b) 1.2 is intended to comply with the minimum gain chargeback requirement in such section Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b)1.2, each Partner’s Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Partnership Agreement or this Section 7 Exhibit C with respect to such fiscal yearPartnership Year, other than allocations pursuant to Section 7.4(a) 1.1 hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of the Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(a1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .704-2(i)(51.704‑2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such personPartner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(51.704‑2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(2), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations1.704‑2(i)(4). This Section 7.4(b) 1.B is intended to comply with the minimum gain chargeback requirement in such section Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b)1.B, each Partner’s Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal Partnership taxable year, other than allocations pursuant to Section 7.4(a) 1.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of the Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(a1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such personPartner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations). This Section 7.4(b) 1.B is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b)1.B, each Partner’s Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal Partnership taxable year, other than allocations pursuant to Section 7.4(a) 1.A hereof.. AmericasActive:14016784.12

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of the Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(a1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such personPartner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations). This Section 7.4(b) 1.B is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b)1.B, each Partner’s Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal Partnership taxable year, other than allocations pursuant to Section 7.4(a) 1.A hereof.. AmericasActive:14394732.5

Partner Minimum Gain Chargeback. Notwithstanding any other ------------------------------- provision of Section 6.1 of this Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(a1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such person’s Partner's share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations). This Section 7.4(b) 1.B is intended to comply with the minimum gain chargeback requirement in such section Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this the Section 7.4(b)1.B, each Partner’s 's Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal Partnership taxable year, other than allocations pursuant to Section 7.4(a) 1.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of Section 6.1 of this Agreement or any other provisions of this Section 7 Exhibit B (except Section 7.4(a1.(a) hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal taxable year, each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.702-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such personPartner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(4), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulationsand 1.704-2(j)(2). This Section 7.4(b1.(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in such section of the Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b1.(b), each Partner’s Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal Partnership taxable year, other than allocations pursuant to Section 7.4(a1.(a) hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provisions ------------------------------- provision of this Section 7 Article VI (except Section 7.4(a6.2(a) hereof), if there is a net -------------- decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal year, each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such person’s Partner's share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations). This Section 7.4(b6.4(b) is intended to -------------- comply with the minimum gain chargeback requirement in such section Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b6.4(b), each Partner’s 's Adjusted Capital -------------- Account deficit Deficit shall be determined prior to any other allocations pursuant to Article VI of this Section 7 Agreement with respect to such fiscal year, other than allocations pursuant to Section 7.4(a6.4(a) hereof.. --------------

Partner Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Section 1.704-2(i)(4) of the Treasury Regulations, notwithstanding any other provisions provision of this Section 7 except Section 7.4(a)Article 6, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Non-Recourse Debt during any Partnership fiscal year, each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Non-Recourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(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 greater of (i) the portion of such personPartner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Non-Recourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Regulation Section 1.704-2(i)(22(i)(4). For purposes of this agreement, or (iithe term “Partner Minimum Gain” shall have the same meaning ascribed to that tern in Section 1.704-2 of the Treasury Regulations and the term “Partner Non-Recourse Debt” shall have the same meaning ascribed to that tern in Section 1.704-2(b)(4) if such person would otherwise have Capital Account deficit at of the end of such year, an amount sufficient to eliminate such Capital Account deficitTreasury Regulations. Allocations pursuant to the previous sentence this Section 6.2.2 shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Section Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. This Section 7.4(b) 6.2.2 is intended to comply with the minimum gain chargeback requirement in such section Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b), each Partner’s Capital Account deficit shall be determined prior to any allocations pursuant to this Section 7 with respect to such fiscal year, other than allocations pursuant to Section 7.4(a) hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision ------------------------------- of Section 6.1 of the Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(a1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal yearYear (except as a result of certain conversions and refinancings of Partnership indebtedness, certain Capital Contributions, or certain revaluations of the Partnership property as further described in Regulations Sections 1.704-2(i)(3) and 1.704- 2(i)(4)), each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such person’s Partner's share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Section Regulations Sections 1.704- 2(i)(4) and 1.704-2(i)(4) of the Treasury Regulations2(j)(2). This Section 7.4(b) 1.B is intended to comply with the minimum gain chargeback requirement in such section Sections of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b)1.B, each Partner’s 's Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal yearPartnership Year, other than allocations pursuant to Section 7.4(a) 1.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of the Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(a1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such personPartner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations). This Section 7.4(b) 1.B is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b)1.B, each Partner’s Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal Partnership taxable year, other than allocations pursuant to Section 7.4(a) 1.A hereof.. AmericasActive:14392849.4

Partner Minimum Gain Chargeback. Notwithstanding any other provision ------------------------------- of Section 6.1 of this Agreement or any other provisions of this Section 7 Exhibit C --------- (except Section 7.4(a1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal taxable year, each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.702-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such person’s Partner's share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations). This Section 7.4(b) 1.B is intended to comply with the minimum gain chargeback requirement in such section Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this the Section 7.4(b)1.B, each Partner’s 's Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal Partnership taxable year, other than allocations pursuant to Section 7.4(a) 1.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(a1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such personPartner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations). This Section 7.4(b) 1.B is intended to comply with the minimum gain chargeback requirement in such section Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b)1.B, each Partner’s Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal Partnership taxable year, other than allocations pursuant to Section 7.4(a) 1.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of Section 6.1 of this Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(a1.(a) hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal taxable year, each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.702-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such personPartner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(4), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulationsand 1.704-2(j)(2). This Section 7.4(b1.(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in such section of the Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b1.(b), each Partner’s Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal Partnership taxable year, other than allocations pursuant to Section 7.4(a1.(a) hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provisions ------------------------------- provision of this Section 7 Article VI (except Section 7.4(a6.2(a) hereof), if there is a net -------------- decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal year, each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such person’s Partner's share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations). This Section 7.4(b6.4(b) is intended to -------------- comply with the minimum gain chargeback requirement in such section Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b6.4(b), each Partner’s 's Adjusted Capital Account deficit -------------- Deficit shall be determined prior to any other allocations pursuant to Article VI of this Section 7 Agreement with respect repsect to such fiscal year, other than allocations pursuant to Section 7.4(a6.4(a) hereof.. --------------

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of the Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(a1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such personPartner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations). This Section 7.4(b) 1.B is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b)1.B, each Partner’s Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal Partnership taxable year, other than allocations pursuant to Section 7.4(a) 1.A hereof.. AmericasActive:14394763.5

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(a1.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal yearYear, each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(52(i) (5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such person’s Partner's share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i) (5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(42(i) of the Treasury Regulations(4). This Section 7.4(b) 1.B is intended to comply with the minimum gain chargeback requirement in such section Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b)1.B, each Partner’s 's Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit C with respect to such fiscal yearPartnership Year, other than allocations pursuant to Section 7.4(a) 1.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this Agreement or any other provisions of this Section 7 Exhibit C (except Section 7.4(al.A hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership fiscal yearYear, each person Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1 .7041.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year Partnership Year (and, if necessary, subsequent yearsPartnership Years) in an amount equal to the greater of (i) the portion of such person’s Partner's share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section l.704-2(i)(5), that is allocable to the disposition of Partnership Property subject to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(22(i)(5), or (ii) if such person would otherwise have Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) of the Treasury Regulations). This Section 7.4(b) 1.B is intended to comply with the minimum gain chargeback requirement in such section Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 7.4(b)l.B, each Partner’s 's Adjusted Capital Account deficit Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this Section 7 Exhibit with respect to such fiscal yearPartnership Year, other than allocations pursuant to Section 7.4(a) l.A hereof.