Common use of Partner Minimum Gain Chargeback Clause in Contracts

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this Agreement or any other provisions of this Section 6.5 (except Section 6.5.A hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant period, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periods) 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 Regulations Section 1.704-2(i)(5). 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). This Section 6.5.B is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.B, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 or Section 6.5 with respect to such Fiscal Year or period, other than allocations pursuant to Section 6.5.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this the Agreement or any other provisions of this Section 6.5 Exhibit C (except Section 6.5.A hereof1(a)), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periodsyears) 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 Regulations Section 1.704-2(i)(5). 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). This Section 6.5.B 1(b) is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.B1(b), each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit with respect to such Fiscal Year or periodPartnership taxable year, other than allocations pursuant to Section 6.5.A hereof1(a).

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this the Agreement or any other provisions of this Section 6.5 Exhibit C (except Section 6.5.A 1(a) hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periodsyears) 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 Regulations Section 1.704-2(i)(5). 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). This Section 6.5.B 1(b) is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.B1(b), each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit with respect to such Fiscal Year or periodPartnership taxable year, other than allocations pursuant to Section 6.5.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 6.5 Exhibit C --------- (except Section 6.5.A 1.A hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(52(i) (5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periodsyears) 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 Regulations Section 1.704-2(i)(52(i) (5). 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). This Section 6.5.B 1.B is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.B1.B, each Partner’s 's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit with respect to such Fiscal Year or periodPartnership Year, other than allocations pursuant to Section 6.5.A 1.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this the Partnership Agreement or any other provisions of this Section 6.5 Exhibit C (except Section 6.5.A 1.1 hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(52(i) (5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periodsyears) 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 Regulations Section 1.704-2(i)(52(i) (5). 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 discharge of Partner Nonrecourse Debt arising in connection with the transactions contemplated by the Chapter 11 Plan. This Section 6.5.B 1.2 is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.B1.2, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Partnership Agreement or Section 6.5 this Exhibit C with respect to such Fiscal Year or periodPartnership Year, other than allocations pursuant to Section 6.5.A 1.1 hereof.

Partner Minimum Gain Chargeback. Notwithstanding Notwith-standing any other provision of Section 6.1 of this the Agreement or any other provisions of this Section 6.5 Exhibit C (except Section 6.5.A l.A. hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership Year, each Partner who has a share of the Partner Nonrecourse Debt Part-ner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with 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 or period (and, if necessary, subsequent years and periodsyears) 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 Regulations Section 1.704-2(i)(51.704‑2(i)(5). 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)(41.704‑2(i)(4). This Section 6.5.B 1.B is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for the purposes of this Section 6.5.B1.B, each Partner’s 's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit C with respect to such Fiscal Year or periodPartnership Year, other than allocations pursuant allocations‑pursuant to Section 6.5.A 1.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this the Agreement or any other provisions of this Section 6.5 Exhibit C (except Section 6.5.A 1.A hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(51.704‑2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periodsyears) 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 Regulations Section 1.704-2(i)(51.704‑2(i)(5). 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)(41.704‑2(i)(4). This Section 6.5.B 1.B is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.B1.B, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit with respect to such Fiscal Year or periodPartnership taxable year, other than allocations pursuant to Section 6.5.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 6.5 Exhibit C (except Section 6.5.A 1.A hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periodsyears) 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 Regulations Section 1.704-2(i)(5). 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). This Section 6.5.B 1.B is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this the Section 6.5.B1.B, each Partner’s 's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit with respect to such Fiscal Year or periodPartnership taxable year, other than allocations pursuant to Section 6.5.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 6.5 Exhibit C (except Section 6.5.A 1.(a) hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership taxable year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Debt, determined in accordance with Regulations Section 1.702-2(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 such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periods) 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 Regulations Section 1.704-2(i)(52(i)(4). 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) and 1.704-2(j)(2). This Section 6.5.B 1.(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in such Regulations Section of the Regulations 1.704-2(i) and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.B1.(b), each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit with respect to such Fiscal Year or periodPartnership taxable year, other than allocations pursuant to Section 6.5.A 1.(a) hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this the Agreement or any other provisions of this Section 6.5 Exhibit C (except Section 6.5.A 1.A hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periodsyears) 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 Regulations Section 1.704-2(i)(5). 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). This Section 6.5.B 1.B is intended to comply with the minimum gain chargeback requirement in such Section section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.B1.B, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit with respect to such Fiscal Year or periodPartnership taxable year, other than allocations pursuant to Section 6.5.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 6.5 Exhibit C (except Section 6.5.A l.A hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period Partnership Year (and, if necessary, subsequent years and periodsPartnership 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 Regulations Section 1.704-2(i)(5). 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). This Section 6.5.B 1.B is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.Bl.B, each Partner’s 's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit with respect to such Fiscal Year or periodPartnership Year, other than allocations pursuant to Section 6.5.A l.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this the Agreement or any other provisions of this Section 6.5 Exhibit B (except Section 6.5.A hereof1.A), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periodsyears) 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 Regulations Section 1.704-2(i)(5). 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). This Section 6.5.B 1.B is intended to comply with the minimum gain chargeback requirement in such Section section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.B1.B, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit with respect to such Fiscal Year or periodPartnership taxable year, other than allocations pursuant to Section 6.5.A hereof.1.A.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of ------------------------------- of Section 6.1 of this the Agreement or any other provisions of this Section 6.5 Exhibit C (except Section 6.5.A 1.A hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Partnership Year (except as a result of certain conversions and refinancings of Partnership indebtedness, certain Capital Contributions, or other relevant periodcertain revaluations of the Partnership property as further described in Regulations Sections 1.704-2(i)(3) and 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 Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periodsyears) 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 Regulations Section 1.704-2(i)(5). 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 Sections 1.704- 2(i)(4) and 1.704-2(i)(42(j)(2). This Section 6.5.B 1.B is intended to comply with the minimum gain chargeback requirement in such Section Sections of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.B1.B, each Partner’s 's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit with respect to such Fiscal Year or periodPartnership Year, other than allocations pursuant to Section 6.5.A 1.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this the Agreement or any other provisions of this Section 6.5 Exhibit C (except Section 6.5.A 1.A hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periodsyears) 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 Regulations Section 1.704-2(i)(5). 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). This Section 6.5.B 1.B is intended to comply with the minimum gain chargeback requirement in such Section section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.B1.B, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit with respect to such Fiscal Year or periodPartnership taxable year, other than allocations pursuant to Section 6.5.A 1.A hereof.. AmericasActive:14394732.5

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this the Agreement or any other provisions of this Section 6.5 Exhibit C (except Section 6.5.A 1.A hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periodsyears) 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 Regulations Section 1.704-2(i)(5). 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). This Section 6.5.B 1.B is intended to comply with the minimum gain chargeback requirement in such Section section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.B1.B, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit with respect to such Fiscal Year or periodPartnership taxable year, other than allocations pursuant to Section 6.5.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 6.5 Exhibit C (except Section 6.5.A 1.A hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periodsyears) 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 Regulations Section 1.704-2(i)(5). 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). This Section 6.5.B 1.B is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.B1.B, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit with respect to such Fiscal Year or periodPartnership taxable year, other than allocations pursuant to Section 6.5.A 1.A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this the Agreement or any other provisions of this Section 6.5 Schedule C (except Section 6.5.A 4A hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Member Nonrecourse Debt during any Fiscal Year or other relevant periodYear, each Partner Member who has a share of the Partner Nonrecourse Debt Member Minimum Gain attributable to such Partner Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership Company income and gain for such year or period (and, if necessary, subsequent years and periodsyears) in an amount equal to such PartnerMember’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5). 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4). This Section 6.5.B 4.B is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.B4.B, each PartnerMember’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 or Section 6.5 3 of this Schedule C with respect to such Fiscal Year or periodYear, other than allocations pursuant to Section 6.5.A 3A hereof.

Partner Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this the Agreement or any other provisions of this Section 6.5 Exhibit C (except Section 6.5.A 1.A hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periodsyears) 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 Regulations Section 1.704-2(i)(5). 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). This Section 6.5.B 1.B is intended to comply with the minimum gain chargeback requirement in such Section section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.B1.B, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit with respect to such Fiscal Year or periodPartnership taxable year, other than allocations pursuant to Section 6.5.A 1.A hereof.. AmericasActive:14016784.12

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 6.5 Exhibit B (except Section 6.5.A 1.(a) hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership taxable year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt Debt, determined in accordance with Regulations Section 1.702-2(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 such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periods) 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 Regulations Section 1.704-2(i)(52(i)(4). 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) and 1.704-2(j)(2). This Section 6.5.B 1.(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in such Regulations Section of the Regulations 1.704-2(i) and shall be interpreted consistently therewith. Solely for purposes of this Section 6.5.B1.(b), each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit with respect to such Fiscal Year or periodPartnership taxable year, other than allocations pursuant to Section 6.5.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 6.5 Exhibit C --------- (except Section 6.5.A 1.A hereof), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year or other relevant periodPartnership 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 Regulations Section 1.7041.702-2(i)(5), shall be specially allocated items of Partnership income and gain for such year or period (and, if necessary, subsequent years and periodsyears) 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 Regulations Section 1.704-2(i)(5). 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). This Section 6.5.B 1.B is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this the Section 6.5.B1.B, each Partner’s 's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or Section 6.5 this Exhibit with respect to such Fiscal Year or periodPartnership taxable year, other than allocations pursuant to Section 6.5.A 1.A hereof.